Common use of Contracts Clause in Contracts

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 Other than the contracts or agreements of the Disclosure Schedule lists Company included as exhibits to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1997, the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 1997, March 31, 1998 and June 30, 1998, or any periodic filing made pursuant to the Exchange Act (the "MATERIAL CONTRACTS"), and contracts or agreements between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company, each of the following contracts and agreements (written or oral) to which the Company or any Subsidiary of its Subsidiaries is a party as or by which any of them is bound (contracts and agreements of the types described below being "IDENTIFIED CONTRACTS") has been previously delivered to Purchaser, in each case as such Identified Contract is in effect on the date of this Agreementhereof: (i) any agreement (or group of related agreements) contracts and agreements for the lease purchase of personal property from inventories, goods or to third parties providing other materials by, or for lease the furnishing of services to, the Company or any of its Subsidiaries that (A) require payments by the Company or any of its Subsidiaries in excess of $25,000 per annum and (B) have a term of one year or having a remaining term longer than 12 monthsmore and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (ii) any agreement (or group of related agreements) contracts and agreements for the purchase or sale of products inventories, goods or other materials, or for the furnishing of services, by the Company or receipt any of services its Subsidiaries that (A) which calls for performance over a period require payments to the Company or any of more than one year, its Subsidiaries in excess of $100,000 and (B) which involves have a term of one year or more than and are not terminable by the sum Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty; (iii) manufacturer's representative, sales agency and distribution contracts and agreements that (A) have a term of one year or more and are not terminable by the Company or Subsidiary party thereto, as the case may be, on notice of six months or less without penalty, or (B) are otherwise material; (iv) contracts and agreements (A) governing the terms of indebtedness, or guarantees of indebtedness, of, or secured by assets of, the Company or any of its Subsidiaries in excess of $25,000100,000 principal amount in the aggregate, or (B) governing the terms of "synthetic" or capital leases pursuant to which the Company or any of its Subsidiaries has financial obligations in excess of $100,000, or (C) in which providing for all obligations of the Company and its Subsidiaries in respect of interest rate swap or similar agreements, commodity swaps or options or similar agreements or foreign currency hedge, exchange or similar agreements or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleother derivative instrument; (v) any agreement concerning confidentiality shareholder, voting trust or noncompetition; (vi) any employment similar contracts and agreements relating to the voting of shares or consulting agreement; (vii) any agreement involving any officer, director other equity or stockholder debt interests of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofof its Subsidiaries; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 3.16 of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Company Parent or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,0005,000, or (C) in which the Company Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 5,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company Parent or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company Parent or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) The Company Parent has delivered or made available to the Parent Company a complete and accurate copy of each agreement listed in Section 2.13 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Parent nor any Subsidiary nor, to the knowledge of the CompanyParent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyParent, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company Parent or any Subsidiary or, to the knowledge of the CompanyParent, any other party under such contract.

Contracts. (a) Section 2.13 2.14 of the Company Disclosure Schedule lists the following agreements (whether written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing (A) which provides for lease payments in excess of $25,000 per annum or having (B) which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,00025,000 per annum, or (CB) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreementagreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent), thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixx) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xxii) any other agreement (or group of related agreements) either involving more than (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will continue not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral3.08(a) to which the Company or any Subsidiary is a party sets forth, as of the date hereof, a true and complete list of this Agreementthe following Contracts related to the Business to which any of the LIN Companies or its Affiliates is a party or the Seller or its Affiliates will be a party immediately following the Merger Closing: (i) any agreement (Contract under which the aggregate payments or group of related agreements) receipts for the lease of personal property from past twelve (12) months exceeded, or for the following twelve (12) months is expected to third parties providing for lease payments in excess of exceed, $25,000 per annum or having a remaining term longer than 12 months150,000; (ii) any agreement Contract under which payments by or obligations of the LIN Companies, the Seller or their Affiliates, relating to the Business, will be increased, accelerated or vested by the occurrence (whether alone or group in conjunction with any other event) of related agreements) for any of the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000transactions contemplated by this Agreement, or (C) in under which the Company value of the payments by or any Subsidiary has granted manufacturing rightsobligations of the LIN Companies, “most favored nation” pricing provisions the Seller or exclusive marketing or distribution rights their Affiliates, relating to the Business, will be calculated on the basis of any products of the transactions contemplated by this Agreement, whether pursuant to a change in control or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyotherwise; (iii) any agreement which, to contract for Program Rights that involves cash payments or cash receipts in excess of $100,000 over the knowledge remaining term of the Company, establishes a partnership or joint venturesuch contract; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblenetwork affiliation agreement; (v) any retransmission consent agreement concerning confidentiality or noncompetitionwith any MVPD with more than 10,000 subscribers in the Stations’ Market; (vi) any employment Contract that relates to an ownership interest in any corporation, partnership, joint venture or consulting agreementother business enterprise or other entity; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofReal Property Lease; (viii) any agreement under which Contract relating to the consequences Business, that relates to the guarantee (whether absolute or contingent) by the Seller or the LIN Companies of a default (x) the performance of any other Person (other than their respective Affiliates) or termination would reasonably be expected to have a Company Material Adverse Effect(y) the whole or any part of the Indebtedness or liabilities of any other Person (other than their respective Affiliates); (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); andBargaining Agreement; (x) any other agreement Contract that contains any power of attorney authorizing the incurrence of an obligation on the part of the Seller, the LIN Companies relating to the Business; (xi) any Contract that creates any partnership or group joint venture or relates to the acquisition, issuance or transfer of related agreementsany securities; (xii) either any Contract that relates to the borrowing or lending of money; (xiii) any Contract that grants any Person an option or a right of first refusal, right of first offer or similar preferential right to purchase or acquire any Station Asset; (xiv) any Contract involving more than $25,000 the purchase or sale of Real Property that has not closed as of the date hereof; (xv) any Contract entered into after January 1, 2013 relating to the acquisition or disposition of any material portion of the Business (whether by merger, sale of stock, sale of assets or otherwise); (xvi) any Contract involving construction, architecture, engineering or other agreements relating to uncompleted construction projects, in each case that involve payments in excess of $100,000; (xvii) any Contract involving compensation to any Transferred Employee (as defined in Section 8 hereof), or any Contract with an independent contractor or consultant engaged to perform services to the Ordinary Course Business in excess of $100,000 per year (provided, however, that for purposes of this Section 3.8(a)(xiii), the term Contract shall not include at-will Contracts that can be terminated upon 30 days’ notice without penalty or additional payment); (xviii) any Contract with a Governmental Authority (other than ordinary course Contracts with Governmental Authorities as a customer) which imposes any material obligation or restriction on the Seller, the LIN Companies or their Affiliates as it relates to the Business; and (xix) any Contract relating to the use of a Station’s digital bit stream other than in connection with broadcast television services. The contracts, agreements and leases required to be disclosed pursuant to this Section 3.08(a) are collectively referred to herein as the “Material Contracts”. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 Each of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement Material Contracts is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect and binding and enforceable upon the LIN Companies, and will be immediately following the Merger Closing in accordance with the terms thereof binding and enforceable upon Seller or its Affiliates, as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norapplicable, and, to the knowledge Knowledge of Seller, the other parties thereto, subject in each case to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). Prior to the Merger Closing, the LIN Companies have, and following the Merger Closing, the Seller and its Affiliates have, performed their respective obligations under each of the CompanyMaterial Contracts in all material respects and are not in material default thereunder, and to the Knowledge of Seller, no other party to any other party, of the Material Contracts is in breach or violation of, or default under, thereunder in any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractmaterial respect.

Contracts. (a) Section 2.13 2.14 of the Company Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing (A) which provides for lease payments in excess of $25,000 per annum or having (B) which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,000, or (CB) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Stockholders and the Company, establishes a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment agreement, executive agreement (including without limitation the Hutz Agreement) or consulting agreementagreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Buyer), thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixx) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xi) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company; and (xxii) any other agreement (or group of related agreements) either involving more than (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has Stockholders have delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will continue to be legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Stockholders and the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Stockholders and the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Stockholders and the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (a) Excluding the Excluded Contracts, the Excluded Items and any Contracts entered into after the Effective Date in accordance with Section 2.13 6.3, Section 4.12 sets forth a list of the Disclosure Schedule lists the following agreements (written or oral) Contracts to which the an Acquired Company or any Subsidiary is a party as of or by which the date of this Agreement:Acquired Company may be bound (collectively, the “Material Contracts”): (i) any agreement Contracts for the future purchase, exchange or sale of natural gas or other fuel for a Project; (ii) Contracts for the future purchase, exchange or group sale of related agreementselectric power or ancillary services; (iii) Contracts for the future transportation of natural gas or other fuel for a Project; (iv) Contracts for the future transmission of electric power; (v) interconnection Contracts; (vi) other than Contracts of the nature addressed by Section 4.12(a)(i) - (iv), Contracts (A) for the lease sale of personal property from any Asset or (B) that grant a right or option to third parties providing purchase or sell any Asset, other than in each case Contracts entered into in the ordinary course of business relating to Assets with a value of less than $1,000,000 individually or $5,000,000 in the aggregate; (vii) other than Contracts of the nature addressed by Section 4.12(a)(i) - (iv), Contracts for lease the future receipt of any Assets or services requiring payments in excess of $25,000 per annum or having a remaining term longer than 12 months1,000,000 for each individual Contract; (iiviii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) Contracts under which it has created, incurred, assumed or guaranteed (any outstanding indebtedness for borrowed money or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than $25,000 obligation, or under which it has imposed (or may impose) a Security Interest security interest on any of its assetsAssets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of which security interest secures outstanding indebtedness for borrowed money, including the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse EffectProject Financing Documents; (ix) any agreement which contains any provisions requiring the Company outstanding agreements of guaranty, surety or any Subsidiary to indemnify any other party thereto indemnification (excluding indemnities contained indemnification provisions customarily included in agreements for the purchase, sale or license of products Contracts entered into in the Ordinary Course ordinary course of Businessbusiness), direct or indirect, by such Acquired Company; (x) Contracts for consulting services providing annual compensation in excess of $100,000 and which are not cancelable by such Acquired Company on notice of ninety (90) days or less; (xi) Hedging Agreements; (xii) Contracts that purport to limit an Acquired Company’s freedom to compete in any line of business or in any geographic area or that restrict the right of each Acquired Company to sell to or purchase from any Person or to hire any Person, or that grant the other party or any third person “most favored nation” status or any type of special discount rights; (xiii) partnership, joint venture or limited liability company agreements; and (xxiv) any other agreement Contracts under which each Acquired Company owns, leases or holds an easement interest, license or permit to use, the Property listed on Schedule 4.13(i) (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business“Real Property Documents”). (b) The Company Seller has delivered or made available to Buyer accurate and complete copies of all Material Contracts. (c) Other than, as of Closing, the Parent a complete and accurate copy of Contracts that will be terminated pursuant to Section 6.8 or otherwise will expire in accordance with their respective terms, each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedMaterial Contracts is, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legalall material respects, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following and constitutes a valid and binding obligation of the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Acquired Company nor any Subsidiary norparty thereto and, to the knowledge Seller’s Knowledge, of each of the Company, any other party, parties thereto. (d) (i) No Acquired Company is in breach or violation ofdefault in any material respect under any Material Contract and (ii) to Seller’s Knowledge, or default under, no other party to any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, Material Contracts is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a in breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractthereunder.

Contracts. (a) Section 2.13 3.16 of the Company Disclosure Schedule Letter lists each of the following agreements (written or oral) types of Contracts to which the Company or any Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets is bound as of the date of this Agreementhereof: (i1) any agreement (or group Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of related agreements) for Regulation S-K under the lease Securities Act of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months1933, as amended; (ii2) any agreement Contract that limits in any material respect the ability of the Company or any of its Subsidiaries (or group following the consummation of related the transactions contemplated hereby, Parent and its Subsidiaries) to compete in any line of business or with any Person or in any geographic area; (3) any Contract that obligates the Company or its Subsidiaries (or, following the consummation of the transactions contemplated hereby, Parent and its Subsidiaries) to conduct business with any third party on an exclusive or preferential basis, or that grants any Person other than the Company or any of its Subsidiaries “most favored nation” status or similar rights; (4) any Contract to which any Affiliate, officer, director, employee or consultant of the Company is a party or beneficiary (except with respect to loans to, or deposits from, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (5) any Contract that limits the payment of dividends by the Company or any of its Subsidiaries; (6) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership, limited liability company or other similar agreement or arrangement; (7) any Contract relating to Indebtedness (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under repurchase agreements) , in each case incurred in the ordinary course of business); (8) any Contract that by its terms calls for the purchase or sale of products or for the furnishing aggregate payments or receipt of services (A) which calls for performance over a period by the Company and its Subsidiaries under such Contract of more than one year$250,000 over the remaining term of such Contract (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice); (9) any Contract that provides for potential indemnification payments by the Company or any of its Subsidiaries or the potential obligation of the Company or any of its Subsidiaries to repurchase Loans; (10) any Contract that provides any rights to investors in the Company, including registration, preemptive or anti-dilution rights or rights to designate members of or observers to the Company Board; (B11) which involves any Contract that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $100,000 per annum (other than any such contracts which are terminable by the sum Company or its Subsidiaries on 60 days or less notice without any required payment or other conditions (other than the condition of $25,000notice)); (12) any Contract that requires a consent to or otherwise contains a provision relating to a “change of control,” that would be implicated by the Merger, or that would or would reasonably be expected to prevent, materially delay or impair the consummation of the transactions contemplated by this Agreement; (C13) any Contract in respect of any (i) Owned Real Property or (ii) leased premises with respect to which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions of its Subsidiaries is either a landlord or exclusive marketing tenant (or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party;subtenant); or (iii14) any agreement whichContract not of the type described in clauses (1) through (13) above and which involved the payments by, or to, the Company or any of its Subsidiaries in the fiscal year ended December 31, 2013, or which could reasonably be expected to involve such payments during the fiscal year ending December 31, 2014, of more than $100,000 (other than pursuant to Loans originated or purchased by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice). Each Contract of the type described in clauses (1) through (14) is referred to herein as a “Material Contract.” A true and complete copy of each Material Contract has been made available to Parent prior to the date hereof (it being understood that documents publicly filed in their entirety (without redaction or omission of any portion thereof) with the SEC shall be deemed to have been made available for purposes of this representation). (i) Each Material Contract is valid and binding on the Company and any of its Subsidiaries to the extent such Subsidiary is a party thereto, as applicable, and to the knowledge of the Company, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except where the failure to be valid, binding, enforceable and in full force and effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the Company, establishes a partnership each other party thereto, has performed all obligations required to be performed by it under each Material Contract, except where any noncompliance, individually or joint venture; (iv) any agreement (or group of related agreements) under which it in the aggregate, has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination not had and would not reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring Effect on the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the ClosingCompany; and (iii) neither the Company nor there is no default under any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default Material Contract by the Company or any Subsidiary of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such contractMaterial Contract, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Contracts. (a3(n) Section 2.13 of the Disclosure Schedule lists the following written agreements, or material oral agreements (written or oral) that would be reasonably considered to exist that were entered into and known by the Company, to which the Company or any Subsidiary its Subsidiaries is a party as of the date of this Agreementparty: (i) any agreement (or group of related agreements) for the lease of personal or real property to or from or to third parties any Person providing for lease payments in excess of $25,000 1,000,000 per annum or having a remaining term longer than 12 monthsannum; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) in each case, other than agreements evidenced by purchase orders), under which calls for performance over the undelivered balance of such products and services has a period of more than one year, (B) which involves more than the sum selling price in excess of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party2,500,000; (iii) any agreement whichfor the sale of products or services (in each case, to other than agreements evidenced by purchase orders), under which the knowledge undelivered balance of the Company, establishes such products or services has a sales price in excess of $2,500,000; (iv) any agreement concerning a partnership or joint venture; (ivv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (any indebtedness for borrowed money in excess of $1,000,000 or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than obligation, in excess of $25,000 250,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment non-competition agreement which materially restricts the ability of the Company or consulting agreementany of its Subsidiaries to freely conduct its business; (vii) any agreement involving with any officer, director or stockholder of the Company or any affiliateSellers and their Affiliates which will survive the Closing, as defined the default of which would result in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofa Material Adverse Effect; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectcollective bargaining agreement; (ix) any agreement which contains for employment on a full-time, part-time, consulting or other basis with respect to any provisions requiring the Company individual who received total compensation in 2002 in excess of $250,000 or who has an annual base compensation for 2003 in excess of $250,000, or any Subsidiary agreement providing severance benefits to indemnify any other party thereto such person in excess of $250,000; (excluding indemnities contained in agreements for the purchasex) any agreement under which it has advanced or loaned any amount to any of its directors, sale or license of products entered into in officers, managers and Employees outside the Ordinary Course of Business); and; (xxi) any other agreement (or group agreement, the default of related agreements) either involving more than $25,000 or not entered into which would result in the Ordinary Course of Business.a Material Adverse Effect; or (bxii) any agreement regulating or controlling or otherwise affecting the voting or disposition of any capital stock or other proprietary interest of the Company or any of its Subsidiaries and any shareholder agreement or agreement relating to the issuance of any securities of the Company or any of its Subsidiaries or the granting of any registration rights with respect thereto and which agreement does not terminate at or prior to Closing. The Company has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each written agreement or a summary of each material oral agreement listed in Section 2.13 §3(n) of the Disclosure Schedule. With respect to each Each such agreement so listedis a valid and binding agreement of the Company or one of its Subsidiaries, as the case may be, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following and the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; Company has not received any notice that any such agreement is not a valid and (iii) neither binding agreement of each other party thereto. Neither the Company nor any Subsidiary norof its Subsidiaries, to and the knowledge of the Company, Company has not received any notice that any other partyPerson party thereto, is in breach or violation of, or default under, under any such agreementagreements, and no event has occurred, is pending or, to the knowledge Knowledge of the Company, is threatenedalleged to have occurred, which, after the giving of notice, which constitutes or with lapse of time, time or otherwisegiving of notice or both, would constitute a breach default under any such agreement, except, in each case, for such defaults which would not, individually or default by in the Company or any Subsidiary oraggregate, reasonably be expected to the knowledge of the Company, any other party under such contracthave a Material Adverse Effect.

Contracts. (a) Section 2.13 3.16 of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Company Parent or any Subsidiary of its Subsidiaries is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyservices; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment or consulting agreement; (vii) any agreement involving any current or former officer, director or stockholder of the Company Parent or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company Parent or any Subsidiary of its Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and; (x) any other agreement (or group of related agreements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement and the Split-Off, relating to the sales of securities of the Parent or any of its Subsidiaries to which the Parent or such Subsidiary is a party. (b) The Company Parent has delivered or made available to the Parent Company a complete and accurate copy of each agreement listed in Section 2.13 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Parent nor any Subsidiary of its Subsidiaries nor, to the knowledge of the CompanyParent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyParent, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, would constitute a breach or default by the Company Parent or any Subsidiary of its Subsidiaries or, to the knowledge of the CompanyParent, any other party under such contract.

Contracts. (aSchedule 4(ll) Section 2.13 of the Disclosure Schedule lists the following contracts and other agreements (written or oral) to which the Company Borrower or any Subsidiary ALSC is a party as of (collectively, the date of this Agreement:“Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property to or from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsany Person; (ii) any agreement (or group of related agreements) for the purchase purchase, sale or sale license, as applicable, of products raw materials, commodities, supplies, products, software or other personal property or for the furnishing or receipt of services (A) services, the performance of which calls for performance will extend over a period of more than one year, (B) which involves more than the sum year or involve consideration in excess of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party5,000; (iii) any agreement whichconcerning a partnership, to joint venture or limited liability company agreements (excluding investment portfolio transactions in the knowledge Ordinary Course of the Company, establishes a partnership or joint ventureBusiness); (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (any indebtedness for borrowed money, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than $25,000 obligation or under which it has imposed (or may impose) a Security Interest an Encumbrance on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment agreement with or consulting agreementincluding Borrower or Borrower’s Affiliates; (vii) any marketing agreement involving or similar arrangement between ALSC and any officer, director or stockholder of third party insurance carrier whereby ALSC has agreed to sell and solicit to the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofinsurance buying public insurance products underwritten by such third party insurance carrier; (viii) any agreement under between ALSC or Borrower and a third party entity pursuant to which the consequences third party entity has agreed to provide third party administrative services, including without limitation billing and collection of a default or termination would reasonably be expected to have a Company Material Adverse Effectpremium on behalf of ALSC; (ix) any agreement relating to capital expenditures or purchases of assets or properties (other than purchase orders for such items in the Ordinary Course of Business); (x) any agreement involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute which contains has not been fully performed, satisfied and discharged, other than any provisions requiring such contracts concerning the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license routine collection of products debts entered into in the Ordinary Course of Business); and; (xxi) any agreement granting to any Person a right of first refusal or option to purchase or acquire any capital stock, assets or rights of ALSC; (xii) all Agent Contracts under which ALSC is obligated as of the date of this Agreement to pay commissions; (xiii) any other contract that is material to the business and is not terminable upon 90 calendar days’ written notice without penalty or premium; (xiv) any other agreement (or group of related agreements) either involving more other than Insurance Policies, the performance of which involves consideration in excess of $25,000 25,000. Borrower and ALSC have delivered to Lender, or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available have given Lender an opportunity to the Parent review, a correct and complete and accurate copy of each agreement Contract listed in Section 2.13 of the Disclosure ScheduleSchedule 4(ll). With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulesuch Contract: (iA) the agreement Contract is legal, valid, binding and binding, enforceable and in full force and effect; (iiB) the agreement will continue to be legal, valid, binding and enforceable and ALSC is not in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norbreach and, to the knowledge Knowledge of the CompanyBorrower or ALSC, any no other party, party is in breach or violation of, or default under, any such agreementdefault, and no neither Borrower nor ALSC has any Knowledge that any event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by default, or permit termination, modification or acceleration, under the Company or Contract that would have a material adverse effect ; and (C) no party has repudiated any Subsidiary or, to the knowledge provision of the Company, any other party under such contractContract.

Contracts. (a) Section 2.13 of Except for the Disclosure Contracts disclosed on Schedule lists 3.06(a), with respect to the following agreements (written or oral) to which the Company or any Subsidiary Business, Seller is not a party to or bound by: (i) (A) any agreement for the sale of advertising or other purposes for cash ("ADVERTISING AGREEMENTS") and (B) any agreement with any College other than any College set forth on Schedule 2.12(a)(i); (ii) any agreement with a term of more than three (3) months from the date of this Agreement; (iii) as of the date of this Agreement: (i) , any agreement (involving payments or group of related agreements) for receipts over the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any of such agreement (or group other than Advertising Agreements) of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of $15,000 or more than one year, with respect to any single agreement or (B) which involves $100,000 or more than in the sum aggregate for all agreements not required to be disclosed under clause (a)(iii)(A) of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venturethis Section 3.06; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangiblefor Program Rights; (v) any agreement concerning confidentiality involving the purchase, sale or noncompetitionlease of real property other than the St. Louis Lease and the leases for each of the Office Spaces; (vi) any employment lease, sublease or consulting agreementsimilar agreement under which Seller is a lessor or sublessor of, or makes available for use to any third party, any portion of the Real Property or any premises otherwise occupied by Seller; (vii) any agreement involving any officer, director lease for personal property providing for annual rentals of $30,000 or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofmore; (viii) any agreement under which for the consequences purchase or license of, or provision by Seller of, materials, supplies, goods, equipment or other assets providing for payments by Seller of a default $15,000 or termination would reasonably be expected to have a Company Material Adverse Effectmore; (ix) any agreement which contains relating to the acquisition or disposition of any provisions requiring the Company or any Subsidiary to indemnify any other party thereto business (excluding indemnities contained in agreements for the purchasewhether by merger, sale of stock, sale of assets or license of products entered into in the Ordinary Course of Businessotherwise); and; (x) any partnership, joint venture or other similar agreement or arrangement; (xi) any agreement that is a Capital Lease Obligation; (xii) any agreement pursuant to which Seller has, directly or group indirectly, made any loan, extension of related agreementscredit or capital contribution to, or investment in, any third party; (xiii) any agreement relating to Indebtedness of Seller or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (xiv) any agreement for any mortgage, pledge or security agreement, deed of trust or other instrument granting a Lien (other than Permitted Liens) upon any asset or property of the Business; (xv) any agency, dealer, sales representative, marketing or other similar agreement; (xvi) any agreement that limits the freedom of Seller to compete in any line of business or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or that would so limit the freedom of Buyer or any of its Affiliates upon or as a result of the consummation of the transactions contemplated by this Agreement; (xvii) any agreement for any guarantee or indemnification obligation that may bind Buyer or any of its Affiliates upon or as a result of the consummation of the transactions contemplated by this Agreement; (xviii) any agreement with or for the benefit of any Affiliate of Seller or any stockholder thereof; (xix) any agreement involving more than $25,000 compensation to any employee or consultant; (xx) any agreement involving any labor agreement or collective bargaining agreement; or (xxi) any other agreement, commitment, arrangement or plan not entered into made in the Ordinary Course ordinary course of business that is material to the Business. (b) The Company has delivered Except as disclosed on Schedule 3.06(b), no material default (with the lapse of time or made available giving of a notice or both) on the part of Seller and, to the Parent a complete and accurate copy Knowledge of each agreement listed in Section 2.13 Seller, any other party thereto, exists under any of the Disclosure Schedule. With respect to Contracts identified on Schedule 3.06(a)(iii) and Seller has not received any notice of termination, cancellation, breach or default under any such Contract. (c) Except as disclosed on Schedule 3.06(c), each agreement so listed, and except Contract included as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement a Purchased Asset is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following and constitutes the Closing legal and binding obligation of, and is legally enforceable against, Seller in accordance with the its terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norand, to the knowledge Knowledge of the Company, any other partySeller, is legally enforceable against the other parties thereto. Each Contract identified on Schedule 3.06(a)(iii) shall continue in breach full force and effect without penalty or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractadverse consequence.

Contracts. (a) Section 2.13 Except as listed Schedule 3.7(a), there are no licenses, contracts, agreements, commitments or undertakings to which Holdings is a party or by which any of its assets or properties is bound. (b) Except as listed or described on Schedule 3.7(b) or as included (except to the Disclosure Schedule lists extent redacted) as an exhibit to any publicly available submission or filing made by the following agreements (Company under the Exchange Act or the Securities Act, neither the Company nor any of its Subsidiaries is a party to any contract, agreement, arrangement or understanding, written or oral, with the Sellers or any of their Affiliates: (a) for the sale, lease, licensing or provision of materials, supplies, goods, services, equipment, facilities or other assets to which the Company or its Subsidiaries (other than as described in clause (b) below) that (i) provides for (or would reasonably be expected to result in) a payment by the Company or its Subsidiaries in any Subsidiary year of US$ 250,000 or more or (ii) which provides (or would reasonably be expected to result in) aggregate payments by the Company or its Subsidiaries during the term of such contract, agreement, arrangement or understanding (without giving effect to any renewal or extension thereof, except to the extent such renewal or extension can be effected without the consent or agreement of the Company and the Company has no right to terminate such contract, agreement, arrangement or understanding within ninety (90) days without penalty) of US$ 1,000,000 or more; (b) which relates to the provision of any interconnection, settlement or other material telecommunications services, other than pursuant to publicly filed tariffs or entered into in the ordinary course of business; (c) which provides for (or would reasonably be expected to result in) payments by or to the Company or its Subsidiaries in any year of US$ 1,000,000 or more or aggregate payments by or to the Company or its Subsidiaries during the term of such contract, agreement, arrangement or understanding of US$ 5,000,000 or more (without giving effect to any renewal or extension thereof, except to the extent such renewal or extension can be effected without the consent of the Company and the Company has no right to terminate such contract, agreement, arrangement or understanding within ninety (90) days without penalty); or (d) which is a party otherwise material to the Company or in any manner restricts (or would restrict, after the consummation of the transactions contemplated by this Agreement) the business of the Company or its Subsidiaries. All contracts and agreements among the Sellers or their Affiliates on the one hand and the Company or its Subsidiaries on the other were entered into on commercially reasonable terms as of the date of this Agreement: such contract or agreement. The Sellers agree to (iand agree to cause any of their Affiliates who are parties to any contract, agreement arrangement or understanding not listed on Schedule 3.7(b) with the Company or its Subsidiaries to) waive any agreement (termination penalties or group of related agreements) for fees in the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for event that after the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which Closing the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliateSubsidiaries, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”)case may be, thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, terminates any such contract, agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, arrangement or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractunderstanding.

Contracts. (aSection 2(i) Section 2.13 of the Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (written or oralother than with advertisers for the sale of air time which are listed in Section 2(i) of the Disclosure Schedule) to which the Company or any Subsidiary is Sellers are a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 1,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, (B) which year or involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or consulting severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Sellers or the Stations; (viii) any written arrangement concerning a Company Material Adverse Effect;guaranty by the Sellers of the obligations of any other party; or (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) . The Company has Sellers have delivered or made available to the Parent Buyers a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 2(i) of the Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is legal, valid, binding and enforceable binding, enforceable, and in full force and effect; (iiB) the agreement written arrangement will continue to be legal, valid, binding binding, and enforceable and in full force and effect immediately on identical terms following the Closing in accordance with (if the terms thereof as in effect immediately prior arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Sellers are not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(i) of the Disclosure Schedule under the terms of this Section 2(i). Except for the Assumed Contracts, the Buyers shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(i) of the Disclosure Schedule or any Subsidiary or, to the knowledge other contracts or agreements of the CompanySeller. No advertiser of the Stations has indicated within the past year that it will stop, any other party under such contractor decrease the rate of, buying services from them.

Contracts. (a) Section 2.13 3.16 of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Company Parent or any Subsidiary of its Subsidiaries is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyservices; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest security interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any current or former officer, director or stockholder of the Company Parent or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company Parent or any Subsidiary of its Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course ordinary course of Businessbusiness); and; (x) any other agreement (or group of related agreements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course ordinary course of Businessbusiness; and (xi) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Parent or any of its Subsidiaries to which the Parent or such Subsidiary is a party. (b) The Company Parent has delivered or made available to the Parent Company a complete and accurate copy of each agreement listed in Section 2.13 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Parent nor any Subsidiary of its Subsidiaries nor, to the knowledge of the CompanyParent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyParent, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, would constitute a breach or default by the Company Parent or any Subsidiary of its Subsidiaries or, to the knowledge of the CompanyParent, any other party under such contract.

Contracts. (aSection 2(l) Section 2.13 of the Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (written or oralother than with advertisers for the sale of air time) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 1,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, (B) which year or involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, employment agreement, or consulting severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effect;an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; or (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (xviii) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 2(l) of the Disclosure ScheduleSchedule (as amended to date). The Buyer acknowledges receipt of copies of such arrangements from the Seller. With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (iA) the agreement written arrangement is legal, valid, binding and enforceable binding, enforceable, and in full force and effect; (iiB) through the agreement stated termination date stated therein, the written arrangement will continue to be legal, valid, binding binding, and enforceable and in full force and effect immediately on identical terms following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiC) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or written arrangement; and (D) no party has repudiated any Subsidiary or, to the knowledge provision of the Companywritten arrangement. The Seller is not a party to any verbal contract, any agreement, or other party arrangement which, if reduced to written form, would be required to be listed in Section 2(l) of the Disclosure Schedule under such contractthe terms of this Section 2(l).

Contracts. (a) Section 2.13 2.15 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary Seller is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary Seller has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, milestone or similar payments by the Seller with respect to the knowledge development or sale of the Company, establishes a partnership or joint ventureany product; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Seller has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may be required to impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetition; business of the Seller or any agreement for the acquisition of the assets or business of any other person (vi) any employment other than purchases of inventory or consulting agreementcomponents in the Ordinary Course of Business); (vii) any agreement concerning confidentiality, noncompetition or non-solicitation (excluding any confidentiality agreements with service providers, suppliers or employees of the Seller containing terms and conditions substantially as set forth in the Seller’s standard form of agreement, copies of which have previously been delivered or made available to the Buyer); (viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement, other than offer letters with employees (the form of which has been made available to the Buyer) providing for “at will” employment in the form used by the Seller in the Ordinary Course of Business; (ix) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (x) any agreement involving any current or former officer, director or stockholder of the Company Seller or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viiixi) any agreement not otherwise listed in Section 2.15(a) of the Disclosure Schedule under which the consequences of a default or termination would reasonably be expected to have a Company Seller Material Adverse Effect; (ixxii) any agreement which contains any provisions requiring the Company or any Subsidiary Seller to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xiii) any agreements relating to grants, funding or other forms of assistance, including loans with interest at below market rates, received by the Seller from any Governmental Entity; (xiv) any agreement that would reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Seller or the Buyer or any of its subsidiaries as currently conducted and as currently proposed to be conducted; and (xxv) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company Seller has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.15 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.4 of the Disclosure Schedule) and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary Seller nor, to the knowledge of the CompanySeller, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanySeller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary Seller or, to the knowledge of the CompanySeller, any other party under such contractagreement.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements written arrangements (including without limitation written or oralagreements) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 50,000 per annum or having a remaining term longer than 12 monthsannum; (ii) any agreement written arrangement (or group of related agreements) written arrangements), currently in force or effect or which by its terms may in the future be in force or effect, for the purchase licensing or sale distribution of software, products or other personal property or for the furnishing or receipt of services (Ai) which calls for performance by the Company or any Subsidiary (other than the performance solely of indemnification obligations) over a period of more than one yearyear following the date hereof, (Bii) which involves the payment or receipt of more than the sum of $25,000100,000 following the date hereof, or (Ciii) in which the Company or any Subsidiary has granted manufacturing rightsrights to license, “sublicense or copy, "most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 50,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any written arrangement concerning confidentiality, non- solicitation or non-competition (other than the Company's standard form of confidentiality, nonsolicitation and non-competition agreement concerning confidentiality with its employees, a copy of which has been provided to the Buyer or noncompetitionits advisors, and the nondisclosure agreements entered into among any of the Parties in connection with the transactions contemplated by this Agreement); (vi) any employment or consulting agreement; (vii) any agreement written arrangement involving any officer, director or stockholder of the Company Stockholders or any affiliate, as defined in Rule 12b-2 under the Exchange Act their Affiliates (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchasepurposes of this Agreement, sale or license of products entered into "Affiliate" shall mean (A) in the Ordinary Course case of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in an individual, the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 members of the Disclosure Schedule. With respect to each agreement so listedimmediate family (including parents, siblings and except as set forth in Section 2.13 children) of the Disclosure Schedule: (i) the agreement is legal, valid, binding individual and enforceable and in full force and effect; (ii) the agreement will continue to be legalindividual's spouse, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norBusiness Entity that directly or indirectly, to the knowledge through one or more intermediaries controls, or is controlled by, or is under common control with any of the Company, any other party, is in breach or violation offoregoing individuals, or default under(B) in the case of a Business Entity, any such agreementanother Business Entity or a person that directly or indirectly, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of timethrough one or more intermediaries controls, or otherwiseis controlled by, would constitute a breach or default by is under common control with the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.Business Entity);

Contracts. (a) Section 2.13 Schedule 3.15(a) sets forth a complete list of each of the Disclosure Schedule lists the following agreements (written or oral) contracts to which the any Acquired Company or any Subsidiary is a party or by which any of them is bound as of the date of this Agreement:Agreement (collectively, the “Material Contracts”): (i) any agreement option, purchase and sale contract or lease (whether real or group of related agreementspersonal property) for the lease of personal property from or to third parties providing for lease annual payments in excess of $25,000 per annum 150,000 or having a remaining term longer more or that cannot be terminated on not more than 12 monthsthirty (30) days’ notice without payment by any Acquired Company of any penalty; (ii) contracts involving the annual expenditure by any agreement (or group Acquired Company of related agreements) more than $150,000 in any instance for the purchase of materials, goods, supplies, equipment or sale of products or for services, excluding any such contracts that are terminable by the furnishing or receipt of services (A) which calls for performance over a period of Acquired Companies without penalty on not more than one year, thirty (B30) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partydays’ notice; (iii) contracts providing for payments to any agreement whichAcquired Company of more than $150,000 in any instance for the sale of natural gas, to materials, goods, supplies, equipment or services, excluding any such contracts that are terminable by the knowledge of the Company, establishes a partnership or joint ventureAcquired Companies without penalty on not more than thirty (30) days’ notice; (iv) contracts involving the annual expenditure by any agreement (or group Acquired Company of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 150,000 for the purchase, sale, transportation or under which it has imposed (or may impose) a Security Interest on any storage of its assets, tangible or intangiblecoal; (v) any agreement concerning confidentiality relating to Indebtedness for borrowed money or noncompetitionthe deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), including indentures, mortgages, loan agreements, security agreements, or other agreements for the incurrence of debt, other than (A) trade accounts payable incurred in the Ordinary Course of Business and (B) any such agreement relating to indebtedness owed to Sellers or any of their Affiliates to be repaid on or before the Closing Date or owed to any Acquired Company; (vi) partnership, limited liability company, joint venture agreements or other agreements involving a sharing of profits or expenses by any employment or consulting agreementAcquired Company; (vii) any agreement involving under which (A) any officerPerson (including any Seller) has directly or indirectly guaranteed any liabilities or obligations of any Acquired Company (other than any such guarantee by any other Acquired Company) or (B) any Acquired Company has, director directly or stockholder indirectly, guaranteed any liabilities or obligations of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act other Person (an “Affiliate”including any Seller but excluding any other Acquired Company), thereof; (viii) any agreement under which prohibiting or limiting the consequences ability of a default any Acquired Company to engage in any business activity or termination would reasonably be expected compete with any Person or prohibiting or limiting the ability of any Person to have a Company Material Adverse Effectcompete with any Acquired Company; (ix) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), including any contract under which contains any provisions requiring Acquired Company will have Liabilities after the date of this Agreement relating to the acquisition or sale of any business enterprise; (x) distributor, dealer, sales agency, marketing or similar contracts under which any Acquired Company is obligated to pay after the date of this Agreement an amount in excess of $100,000 during any calendar year; (xi) any other contract providing that any Acquired Company will receive future payments aggregating more than $100,000 per annum or $500,000 in the aggregate prior the expiration of such contract; (xii) any contract with any current or former officer, director or employee of any Acquired Company or any Subsidiary of the Sellers involving annual consideration or payments in excess of $150,000, including offer letters with respect to indemnify employment scheduled to begin after the date hereof; (xiii) any other party thereto consulting or similar agreement with an independent contractor providing for (A) annual payments by any Acquired Company in excess of $100,000 or (B) aggregate payments by any Acquired Company of $250,000, excluding indemnities contained in agreements for any such contracts that are terminable by the purchaseAcquired Companies without penalty on not more than thirty (30) days notice; (xiv) any outstanding power-of-attorney empowering any Person not a current employee of any Acquired Company to act on behalf of any Acquired Company; (xv) any employee collective bargaining agreement with any labor union or employees covering former, sale current or license future employees of products entered into any Acquired Company or work done, being done or to be done in the Ordinary Course of Business)future by any Acquired Company; (xvi) any contract mining agreement; and (xxvii) any other agreement (material agreement, commitment, arrangement or group of related agreements) either involving more than $25,000 or plan not entered into made in the Ordinary Course of Business. (b) The Each Material Contract is a valid and binding agreement of each Acquired Company has delivered or made available which is a party thereto and, to the Parent a complete Knowledge of IRP GP and accurate copy of Resource Partners, each agreement listed in Section 2.13 of the Disclosure Scheduleother parties thereto, enforceable by or against such Acquired Company and, to the Knowledge of IRP GP and Resource Partners, each of such other parties thereto in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law). With respect Resource Partners has heretofore delivered to each agreement so listed, Buyer true and except complete copies of all such written Material Contracts. Except as set forth in Section 2.13 Schedule 3.15(b), none of the Disclosure Schedule: rights of the Acquired Companies under the Material Contracts have been assigned (including by an absolute assignment of rents or contracts) or collaterally assigned, assigned for the purpose of granting security, or are affected by any security interest or similar encumbrance. Except as set forth in Schedule 3.6, none of the Material Contracts require consent to consummate the Contemplated Transactions, whether by operation of law or otherwise. (c) Except as set forth on Schedule 3.15(c), (i) the agreement is legalapplicable Acquired Company is, validand at all times has been, binding in compliance in all material respects with all applicable terms and enforceable and in full force and effect; requirements of each Material Contract, (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; Knowledge of IRP GP and Resource Partners, each other Person that has had any obligation or Liability under any Material Contract is, and at all times has been, in material compliance with all applicable terms and requirements of such Material Contract, (iii) neither to the Knowledge of IRP GP and Resource Partners 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 Acquired Companies, 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 Material Contract, and (iv) no Acquired Company nor has been given or received from any Subsidiary norPerson at any time since January 1, 2009, any written notice or other written communication or, to the knowledge Knowledge of the CompanyIRP GP and Resource Partners, oral notice or other oral communication regarding any other partyactual, is in alleged, possible, or potential violation or breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractMaterial Contract.

Contracts. (a) Section 2.13 of the Disclosure Schedule 4.12 lists the following contracts and other agreements (written or oral) to which the Company or any Subsidiary is a party as of or by which the date of this AgreementCompany or any Subsidiary is bound: (ia) any agreement (or group of related agreements) for the lease of personal property to or from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsany Person; (iib) any agreement (or group of related agreements) for the purchase or sale of supplies, products or other personal property, or for the furnishing or receipt of services (A) services, the performance of which calls for performance will extend over a period of more than one year, (B) which involves more than the sum year or involve consideration or performance having a value in excess of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party£5,000; (iiic) any agreement which, to the knowledge agreements and licenses in respect of the Company, establishes a partnership or joint ventureIntellectual Property; (ivd) any partnership, joint venture, operating or similar agreement; (e) any agreement (or group of related agreements) under which it the Company or any Subsidiary has created, incurred, assumed or guaranteed (any indebtedness or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than $25,000 obligation or under which it a Lien has been imposed (or may impose) a Security Interest on any of the Company’s or its Subsidiaries’ assets, tangible or intangible; (vf) any agreement concerning confidentiality or noncompetition; (vi) noncompetition agreement or any employment or consulting agreement; (vii) any other agreement involving any officer, director or stockholder that limits the freedom of the Company or any affiliateSubsidiary (i) to compete in any line of business with any Person or in any area or (ii) to own, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”)operate, thereofsell, transfer, pledge or otherwise dispose of or encumber any of its assets; (viiig) any agreement under which the Company or any Subsidiary has advanced or loaned any amount of money to a Seller or any Shareholder, officer or employee of the Company or any Subsidiary; (h) any other agreement (or group of related agreements) (i) material to the Business of the Company and its Subsidiaries that is not cancelable by the Company or any Subsidiary on notice of not longer than thirty (30)-days without liability, penalty or premium of any kind, except liability that arises as a matter of Law upon termination of employment, or (ii) any agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings; (i) any agreement (or group of related agreements) under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixj) any agreement for which contains any provisions requiring the Company or any Subsidiary is obligated to indemnify obtain the consent of any other party thereto upon consummation of the transactions contemplated by this Agreement; (excluding indemnities contained in agreements for k) any contract, agreement or other arrangement entitling any Person to any severance or other benefits upon a change of control of the purchase, sale or license of products entered into in the Ordinary Course of Business)Company; and (xl) any other agreement (that is material to the Business or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) Company’s operations. The Company has delivered or made available to the Parent Buyer a true, correct and complete and accurate copy of each written agreement listed in Section 2.13 on Schedule 4.12 (as amended to date) and a brief written summary setting forth the terms and conditions of the Disclosure Scheduleany oral agreement referred to on Schedule 4.12. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulesuch agreement: (i) the agreement is legal, valid, binding and enforceable against the Company or its Subsidiaries, as applicable, in accordance with its terms and, to the Company’s Knowledge, each other party thereto and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and so on identical terms immediately after giving effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closingconsummation of the transactions contemplated hereby; and (iiiii) neither the Company nor any Subsidiary noris in material breach or default and, to the knowledge Company’s Knowledge, no other party is in material breach or default; and (iii) to the Company’s Knowledge, no party has repudiated any provision of the Company, any other party, is agreement. MEM Consumer Finance Limited has complied in breach or violation of, or default under, any such agreement, all material respects with the terms and no event has occurred, is pending or, to the knowledge conditions of the Companyagreement for an overdraft facility with the Bank of Scotland dated 16 March 2006, is threatenedincluding, whichbut not limited to, after the giving pre-conditions to be met prior to utilisation of notice, with lapse such facility and the ongoing obligations of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractfacility.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), thereof (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 of Schedule 3.11 lists all Assumed Contracts described in clauses (i) through (xv) below that relate to the Disclosure Schedule lists the following agreements (written or oral) to Business and which the Company or any Subsidiary is a party have not, as of the date of this Agreement:hereof, been terminated or fully performed ( together with the Customer Contracts, the “Material Contracts”): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties Assumed Contracts providing for lease payments in excess a commitment of $25,000 per annum employment or having a remaining term longer than 12 monthsprovision of services involving the manufacture, design, improvement, sale, promotion, distribution, advertising, repair or maintenance and support of the Business, the Transferred Assets or Products of the Business; (ii) any agreement (Assumed Contracts with any Person containing any provision or group covenant prohibiting or materially limiting the ability of related agreements) for QS or the purchase Business to engage in any business activity or sale of products compete with any Person or for the furnishing to solicit any Persons as customers, employees or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyindependent contractors; (iii) any agreement which, Assumed Contracts pursuant to the knowledge of the Company, establishes a partnership which any Lien (other than Permitted Liens) has been or joint venturecould reasonably be expected to be imposed on any Transferred Assets; (iv) any agreement Assumed Contracts (other than this Agreement) providing for (i) the future disposition or group acquisition of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assetsthe Transferred Assets, tangible and (ii) any merger or intangibleother business combination involving the Business; (v) any agreement concerning Assumed Contract which includes express provisions regarding confidentiality of any information pertaining to, or noncompetitionused in connection with, the Business or the Transferred Assets; (vi) any employment Assumed Contract that limits or consulting agreementcontains restrictions on the ability of QS to incur or suffer to exist any Lien, to purchase or sell any assets, to change the lines of business in which it participates or engages or to engage in any merger or other business combination; (vii) all Assumed Contracts (except for Assumed Contracts related to the sale of goods or services to customers in the ordinary course of business) that (A) involve the payment, pursuant to the terms of any agreement involving such Assumed Contract, (1) by a Seller of more than $10,000 annually or (2) to a Seller of more than $10,000 annually and (B) cannot be terminated within ninety (90) days after giving notice of termination without resulting in any officer, director material cost or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofpenalty to such Seller; (viii) any agreement Assumed Contract the particulars of which are required to be furnished to any antitrust or regulatory Governmental Authority and any undertaking that has been given or Order made pursuant to any antitrust legislation or in response to any request for information or statement of objection from any Governmental Authority; (ix) any bid, tender, proposal or offer which, if accepted, will result in a Seller becoming a party to any Assumed Contract in which the aggregate payments to be received or paid by such Seller would exceed $10,000; (x) any partnership, joint venture or teaming arrangements pertaining to the Business; (xi) any Assumed Contract not made in the Ordinary Course of Business; (xii) any Assumed Contract not otherwise described in any of clauses (i) through (xi) above under which the consequences of a default or termination would could reasonably be expected to have a Company Seller Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (xxiii) any other agreement (amendment or group modification to any of related agreements) either involving more than $25,000 or not entered into the Assumed Contracts described in the Ordinary Course of Businessthis Section 3.11. (b) The Company has delivered or Sellers have made available to the Parent a for inspection by Buyer true, correct and complete and accurate copy copies of each agreement listed in Section 2.13 of the Disclosure ScheduleAssumed Contract and all amendments thereto and any waivers granted thereunder. With respect to each agreement so listed, and except Except as set forth in Section 2.13 on Schedule 3.11(b), the consummation of the Disclosure Schedule: transactions contemplated by this Agreement are not a violation of, or grounds for, the modification, termination or cancellation of any of the Material Contracts or for the imposition of any penalty or Lien or the default of any security interests thereunder. (ic) the agreement is legalExcept as set forth on Schedule 3.11(c), validall Assumed Contracts are valid and binding agreements, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following and enforceable against Seller, and to the Closing Knowledge of Seller, against the other parties thereto in accordance with their respective terms, except as the terms enforcement thereof as may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors’ rights generally now or hereafter in effect immediately prior and subject to the Closing; application of equitable principles and (iii) neither the Company nor any Subsidiary noravailability of equitable remedies, and subject to the knowledge rights of a Governmental Authority to terminate a contract if the CompanyGovernmental Authority has not received the funds necessary to perform the contract. There is not, under any Assumed Contract or any obligation, or covenant or condition contained therein, any existing default or breach by a Seller, or to the Knowledge of Sellers, by any other party, is in breach or violation ofany event, condition or default under, any such agreement, and no event has occurred, is pending or, to act (including the knowledge consummation of the Company, is threatened, transactions contemplated by this Agreement) which, after with the giving of notice, with the lapse of time, or otherwisethe happening of any other event or condition, (i) would constitute a default under or a breach of any provision of any Material Contract or default by (ii) would permit the Company acceleration of any obligation of any party to any Material Contract or the creation of a Lien upon any Subsidiary orof the Transferred Assets. No Seller has received notice of a dispute under or the pending or threatened cancellation, revocation or termination of any Assumed Contract, nor, to the knowledge Knowledge of Sellers, are there any facts or circumstances which are reasonably likely to lead to any such cancellation, revocation or termination. Except for the assignment of Contracts from QS to Parent, no Seller has assigned, delegated or otherwise transferred any of its rights or obligations with respect to any Assumed Contract. (d) No Customer Contract has been totally or partially terminated for default or for the convenience of a Governmental Authority. Sellers have not received any requests with respect to any Customer Contract for equitable adjustment of claims (other than routine invoices). Sellers have not been notified of any deductions from unpaid invoices with respect to any Customer Contract. (e) No Seller has been suspended or debarred from doing business with any Governmental Authority, nor has any such suspension or debarment action been threatened, proposed, or commenced. To Sellers’ Knowledge, there is no valid reasonable basis, or specific circumstances that with the passage of time would reasonably be likely to become a reasonably basis, for such Seller’s suspension or debarment from doing business with any Governmental Authority. (f) Each Seller has complied in all material respects with the material terms and conditions of each Customer Contract, including all clauses, provisions and requirements (i) incorporated expressly, by reference or by operation of law and/or (ii) relating to price adjustments based on pricing made available to third Persons. Sellers have, with respect to all Customer Contracts: (x) complied in all material respects with all certifications and representations it has executed, acknowledged or set forth with respect to each such Contract; and (y) submitted certifications and representations with respect to each such Contract that were accurate, current and complete when submitted, and were properly updated to the extent required by Applicable Law or the applicable Contract. (g) No Seller has been nor is it now being audited or investigated by any Governmental Authority nor, to the Knowledge of Sellers, has such audit or investigation been threatened. (h) Except as set forth on Schedule 3.11(c), Sellers have not received notice of any unfavorable past performance assessments, evaluations, or ratings relating to any Customer Contract. (i) Sellers have not failed to pay any compensation required by it with respect to any work performed or invoiced by them under any Customer Contract. (j) No Seller has knowingly or recklessly submitted any inaccurate, untruthful, or misleading cost or pricing data, certification, bid, proposal, application, report, claim, or any other information relating to a Customer Contract to any Governmental Authority. (k) To the Knowledge of Sellers, no Customer Contracts are subject to any right of setoff, except as provided under Applicable Law. Sellers have not received any notice that monies due under any Government Contract are or may be subject to withholding or setoff. (l) To the Knowledge of Sellers, no employee, agent, consultant, representative of a Seller or of the CompanyBusiness is in receipt or possession of any competitor’s confidential, proprietary, or procurement sensitive information under circumstances where there is reason to believe that such receipt or possession is unlawful or unauthorized. Sellers have not received an official investigative inquiry or subpoena from any Governmental Authority. (m) To the Knowledge of Sellers, none of Sellers’ officers, directors, or employees, has knowingly or recklessly provided to any Person any false or misleading information with respect to such Seller or the Business, or in connection with the procurement of, performance under, or renewal of, any other party under Customer Contract. (n) To the Knowledge of Sellers, there exists no valid basis for (i) the withdrawal or suspension of any approval or consent of any Governmental Authority with respect to any Products designed, developed, manufactured or sold by Sellers, or (ii) the recall, withdrawal or suspension by Order of any Governmental Authority of any such contractProducts. To the Knowledge of Sellers, there are no product or service defects which could give rise to any such losses, claims, damages, expenses or Liabilities. There are no defects in the designs, specifications, or processes with respect to any Product designed, developed, manufactured or sold by the Business that could give rise to any material Liability.

Contracts. (a) Section Schedule 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,00050,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) other than the Bridge Notes, any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act Act, thereof (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and; (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section Schedule 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section Schedule 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary is not nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 2.14 of the Disclosure Schedule lists the following agreements (written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and ongoing post-termination obligations) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement (or group of related agreements) for the lease of real property (regardless of amount or term), or for the lease of personal property from or to third parties providing for lease payments in excess of fifty thousand dollars ($25,000 50,000) per annum or having a remaining term longer than 12 six (6) months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of fifty thousand dollars ($25,00050,000), or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a partnership joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may reasonably be expected to create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than fifty thousand dollars ($25,000 50,000) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetitionbusiness of the Company or any Subsidiary (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vi) any employment agreement under which the Company or consulting agreementany Subsidiary has, or may reasonably be expected to have, any liability to an employee or consultant for pay or benefits after the ending of the business relationship with such employee or consultant; (vii) any agreement involving any officer, director or stockholder of the Company or a Subsidiary under which the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofAffiliate has or may reasonably be expected to have any liability or obligation; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to, be material to have the Company and the Subsidiaries, taken as a Company Material Adverse Effectwhole; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement that purports on its face to bind any Affiliate of the Company or any Subsidiary (other than the Company or any Subsidiary) in any way, including, but not limited to, prohibiting such Affiliate from engaging in any business that they would otherwise have been permitted to engage in. (xi) any agreement under which the Company or any Subsidiary is restricted or prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, or otherwise engaging in a material aspect of the Company’s business in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (xii) any agreement which would entitle any third party to receive a license or any other right to intellectual property of the Buyer or any of the Buyer’s Affiliates following the Closing; and (xxiii) any other agreement (or group of related agreements) either involving more than fifty thousand dollars ($25,000 50,000) or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in 2.12 or Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.2.14

Contracts. (a) Except (v) for this Agreement, (w) for the Contracts filed as exhibits to the Company SEC Reports filed prior to the date of this Agreement, (x) for the Company Plans and Company Stock Plans, (y) for any contracts that are terminable (and will continue to be terminable after the Effective Time) by the Company or any of its subsidiaries party thereto on no more than sixty (60) days’ notice without material penalty or other liability or (z) as set forth in Section 2.13 3.10 of the Company Disclosure Schedule lists Schedule, neither the Company nor any of its subsidiaries, as of the date hereof, is party to or bound by any legally binding note, bond, mortgage, indenture, contract, agreement, lease, license, Permit or other instrument, obligation or arrangement (each, a “Contract”) that: (i) is required to be filed by the Company as a “material contract” pursuant to Item 601 of Regulation S-K under the Securities Act; (ii) contains covenants binding upon the Company or any of its subsidiaries, in each case, that are material to the Company and its subsidiaries, taken as a whole, that (A) restrict the ability (other than to the extent described in clause (C)(1) below) of the Company (or, following agreements the Effective Time, Parent or its subsidiaries or the Surviving Company) or any of its subsidiaries or Affiliates to engage or compete in any business or sell, supply, acquire, license or distribute any product or service, in each case, in any market or geographic area, with any Person or during any period of time, or that would require the disposition of any material assets or line of business of the Company or its subsidiaries, or, in each case, after the Effective Time, Parent or its subsidiaries, (written B) (1) grant “most favored nation” status to another Person and (2) pursuant to such Contract the Company or oralany of its subsidiaries collectively received, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 or (C) (1) include exclusive or preferred purchasing arrangements or similar provisions expressly obligating the Company or any of its subsidiaries to obtain all of its requirements for, or a minimum quantity of, certain merchandise exclusively from any vendor for merchandise resold by the Company or any of its subsidiaries, except, in each case, any purchase orders entered into in the ordinary course of business, and (2) pursuant to such Contract the Company or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000; (iii) is a services agreement, equipment lease, logistics agreement, information technology agreement or agreement related to software (other than any architectural or construction-related Contract) in connection with which or pursuant to which the Company or any Subsidiary of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 to any Person; (iv) other than with respect to any partnership or limited liability company that is wholly owned by the Company or any of its wholly-owned subsidiaries, is a party joint venture, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any joint venture, partnership, limited liability company or other similar Person, in each case, that is material to the Company and its subsidiaries, taken as a whole; (v) is an indenture, credit agreement, loan agreement, security agreement, guarantee, bond or any other Contract relating to indebtedness for borrowed money or the deferred purchase price for property, in each case having an outstanding amount in excess of $2,500,000 individually, other than any such Contract between or among any of the date Company and any of this Agreement:its wholly-owned subsidiaries; (ivi) prohibits the payment of dividends or distributions in respect of the capital stock of the Company or any of its subsidiaries, prohibits the pledging of the capital stock of the Company or any subsidiary of the Company, prohibits the issuance of guarantees by the Company or any subsidiary of the Company or grants any rights of first refusal or rights of first offer or similar rights or that limits or proposes to limit the ability of the Company or any of its subsidiaries or Affiliates to sell, transfer, pledge or otherwise dispose of any assets or businesses, in each case, that is material to the Company and its subsidiaries, taken as a whole; (vii) is an agreement under which the Company or any of its subsidiaries has any obligations to make a capital contribution to, or other investment in the securities of, any Person (other than (A) to the Company or group any of related agreementsits wholly-owned subsidiaries, (B) extensions of credit in the ordinary course of business consistent with past practice and (C) investments in marketable securities in the ordinary course of business), in each case, that is material to the Company and its subsidiaries, taken as a whole; (viii) is an agreement with respect to any acquisition or divestiture (other than, for the lease avoidance of personal property from doubt, for acquisitions or dispositions of inventory, merchandise, products, services, properties and assets in the ordinary course of business) pursuant to third parties providing for lease which the Company or any of its subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $25,000 per annum or having a remaining term longer than 12 months5,000,000; (iiix) is between the Company or any of its subsidiaries, on the one hand, and any director or officer of the Company or any Person beneficially owning five percent (5%) or more of the outstanding Company Shares or any of their respective Affiliates, on the other hand, except for any Company Plan; (x) contains a standstill or similar agreement (or group that will be in effect as of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in Closing pursuant to which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or of its subsidiaries has agreed not to purchase a minimum quantity acquire assets or securities of goods or services or has agreed to purchase goods or services exclusively from a certain partyanother Person; (iiixi) contains a put, call or similar right pursuant to which the Company or any agreement whichof its subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets, in each case with a value in excess of $5,000,000; (xii) is a Company Material Real Property Lease; (xiii) is a Contract (including purchasing agreements, group purchasing agreements and excluding work orders, statements of work, purchase orders and similar contracts) pursuant to which the Company or any of its subsidiaries collectively paid, during the twelve (12) month period ended December 2, 2017, more than $50,000,000 to any Person; or (xiv) is with any of the Company’s top ten (10) commercial payors (measured by prescription revenue of the Company after giving pro forma effect to the transactions contemplated by the WBA Asset Purchase Agreement during the twelve (12) month period ended on December 2, 2017) (the “Company Key Payors”). (b) Each Contract set forth or required to be set forth in Section 3.10 of the Company Disclosure Schedule or filed as an exhibit (or incorporated by reference) to the Company SEC Reports filed prior to the date of this Agreement as a “material contract” pursuant to Item 601 of Regulation S-K under the Securities Act (and to the extent so disclosed as a “material contract” under Regulation S-K in force as of the date hereof) is referred to herein as a “Company Material Contract.” Each of the Company Material Contracts is valid and binding on the Company or its subsidiaries party thereto, as applicable, and, to the knowledge of the Company, establishes a partnership each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, except (i) to the extent that any Company Material Contract expires in accordance with its terms and (ii) for such failures to be valid and binding or joint venture; (iv) any agreement (to be in full force and effect that have not had and would not, individually or group of related agreements) under which it has createdin the aggregate, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; . Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, as of the date hereof, (ixA) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained and its subsidiaries have in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue all material respects performed all obligations required to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the performed by them under each Company nor any Subsidiary norMaterial Contract and, to the knowledge of the Company, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract, (B) neither the Company nor any of its subsidiaries have received written notice from any other party, is in breach or violation of, or default under, party to a Company Material Contract that such other party intends to terminate any such agreement, Company Material Contract (except in accordance with the terms thereof) and (C) there is no event has occurred, is pending ordefault under any Company Material Contract by the Company or any of its subsidiaries and, to the knowledge of the Company, is threatenedno event has occurred that, which, after with the lapse of time or the giving of notice, with lapse of time, notice or otherwiseboth, would constitute a breach or default thereunder by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractits subsidiaries.

Contracts. (a) Section 2.13 5.11(a) of the Disclosure Schedule lists Letter lists, as of the date hereof, the following agreements (written or oral) Contracts that are in effect and to which the Company or any Subsidiary is a party as or to which it, or any of its assets and properties, is bound (each such Contract and each Contract required to be listed in Section 5.11(a) of the date Disclosure Letter, whether or not set forth in such section of this Agreement:the Disclosure Letter, a “Material Contract”): (i) any agreement (or group of related agreements) for employment and consulting Contracts with current and former Company Personnel, other than employment offer letters issued to Company Personnel on the lease of personal property from or Company’s standard form made available to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsBuyer without material deviation; (ii) Contracts that limit the freedom of the Company or any agreement Affiliate to compete in any line of business or geographic area; (iii) Contracts with or group involving (A) any Seller or any Affiliate (other than the Company) of related agreementsthe Company or of any Seller or (B) any former holder of Company Capital Stock or any Affiliate (other than the Company) thereof; (iv) Contracts for the purchase or sale of products or for the furnishing or receipt of services (other than employment) (A) which calls calling for performance over a period of more than one year, (B) which involves requiring or otherwise involving payment by or to the Company of more than the sum an aggregate of $25,000US$[***], or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or (D) in which the Company has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iiiv) Contracts for any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (, partnership, joint product development, strategic alliance or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionco-marketing arrangement; (vi) Contracts under which the Company has borrowed (or may borrow) any employment money from, or consulting agreementissued (or may issue) any note, bond, debenture or other evidence of Indebtedness to, any Person; (vii) any agreement Contracts involving any officer, director mortgage or stockholder of the Company other Lien other than Permitted Liens upon any real property or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofother assets; (viii) Contracts involving any agreement under which the consequences resolution or settlement of a default any Action, investigation or termination would reasonably be expected to have a Company Material Adverse Effectother dispute; (ix) any agreement which contains engagement letter or similar Contract with any provisions requiring broker, finder or investment banker; (x) all Contracts listed in Section 5.12(b)(i) of the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)Disclosure Letter; and (xxi) any other agreement (or group Contracts involving future payments in excess of related agreements) either involving more than $25,000 or US$50,000 and not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement Each Material Contract is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, and is valid and binding and enforceable and in full force and effect immediately following the Closing in accordance with the its terms thereof as in effect immediately prior to the Closing; and (iii) neither against the Company nor any Subsidiary norand, to the knowledge Company’s knowledge, the other parties thereto, subject to applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally and general principles of the Companyequity, any other partyand has been negotiated in good faith on an “arm’s length” transaction basis. A true, correct and complete copy of each written Material Contract and a true, correct and complete summary of each oral Material Contract have been made available to Buyer. There is in no material violation, breach or violation of, (including anticipatory breach) or default under, under any such agreement, and no event has occurred, is pending Material Contract by the Company or, to the knowledge of the Company, is threatenedby any other party thereto, which, after and no event has occurred or condition exists that with the lapse of time or the giving of notice, with lapse of time, notice or otherwise, both would constitute a breach or default thereunder by the Company or any Subsidiary or, to the knowledge of the Company, any other party thereto, and the Company has not received or given notice of any default or claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a default on the part of any party in the performance or payment of any Material Contract. No notice, waiver, consent or approval is required (or the lack of which would give rise to a right of termination, cancellation or acceleration of, or entitle any party to accelerate, whether after the giving of notice or lapse of time or both, any obligation under such contractthe Material Contracts) under or relating to any Material Contract in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby and thereby.

Contracts. (a) Section 2.13 As of the date of this Agreement, except as set forth as an exhibit to the Company SEC Documents or on Section 3.11(a) of the Company Disclosure Schedule lists Letter, neither the following Company nor any of its Subsidiaries is a party to or bound by any: (i) Contracts relating to Indebtedness for borrowed money or any guarantee of any Indebtedness for borrowed money (other than in respect of Indebtedness for borrowed money of a wholly-owned Subsidiary of the Company) in excess of $1,000,000; (ii) Non-competition agreements or any other agreements or arrangements that materially limit or otherwise materially restrict the Company or any of its Subsidiaries or any of their respective Affiliates or any successor thereto or that, to the Company’s Knowledge, would, after the Effective Time, limit or restrict Parent or any of its Subsidiaries (written including the Surviving Corporation) or oralany successor thereto, in each case from engaging or competing in any line of business or in any geographic area, which agreement or arrangements would reasonably be expected to materially limit, materially restrict or materially conflict with the business of Parent and its Subsidiaries, taken as a whole (including for purposes of such determination, the Surviving Corporation and its Subsidiaries), after giving effect to the Merger; (iii) Contracts required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (iv) Contracts, including Company Oil and Gas Agreements, where the Company or any of its Subsidiaries has received or expects to receive $1,000,000 or more in revenues pursuant to such agreements in the current fiscal year; (v) Contracts with respect to the receipt of any goods and services involving a payment of $1,000,000 or more per annum; (vi) Joint venture, alliance, partnership or limited liability company agreements or similar Contracts relating to the formation, creation, operation, management or control of any joint venture, alliance, partnership or limited liability company that (A) is material to the Company, any of its Subsidiaries or any of the Oil and Gas Properties of the Company or any of its Subsidiaries; (B) is material to any investment in, or other commitment to, any Related Entity of the Company; or (C) would reasonably be expected to require the Company or its Subsidiaries to make expenditures in excess of $1,000,000 or more in the current fiscal year; or (vii) Contracts that would prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement. (b) All Contracts to which the Company or any Subsidiary of its Subsidiaries is a party to or bound by as of the date of this Agreement: Agreement that are either (i) any agreement of the type described in clause (a) above or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) material Company Oil and Gas Agreements relating to Oil and Gas Properties of the Company and its Subsidiaries are referred to herein as the “Company Material Contracts.” Except, in each case, as has not, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Company Material Contracts are valid and binding on the Company and/or the relevant Subsidiary of the Company that is a party thereto and, to the Company’s Knowledge, each other party thereto, subject to the Bankruptcy and Equity Exception, (ii) all Company Material Contracts are in full force and effect, (iii) the Company and each of its Subsidiaries has performed all material obligations required to be performed by them under the Company Material Contracts to which they are parties, (iv) to the Company’s Knowledge, each other party to a Company Material Contract has performed all material obligations required to be performed by it under such Company Material Contract and (v) no party to any agreement Company Material Contract has given the Company or any of its Subsidiaries written notice of its intention to cancel, terminate, change the scope of rights under or fail to renew any Company Material Contract and neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to any Company Material Contract, has repudiated in writing any material provision thereof. Neither the Company nor any of its Subsidiaries has Knowledge of, or has received written notice of, any violation of or default under (or group any condition which with the passage of related agreementstime or the giving of notice would cause such a violation of or default under or permit termination, modification or acceleration under) for the purchase any Company Material Contract or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in any other Contract to which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions of its Subsidiaries is a party or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of by which the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company Subsidiaries or any affiliateof their respective material properties or assets is bound, as defined except for violations or defaults that are not, individually or in Rule 12b-2 under the Exchange Act (an “Affiliate”)aggregate, thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected likely to have result in a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Except for this Agreement and the contracts filed with the Company Reports, Section 2.13 5.15(a) of the Company Disclosure Schedule lists Letter sets forth, as of the following agreements date of this Agreement, each contract (written or oralother than Company Real Property Leases) to which the Company or any Company Subsidiary is a party as of the date of this Agreementor by which it is bound: (i) any agreement which is a “material contract” (or group as such term is defined in Item 601(b)(10) of related agreements) for Regulation S‑K promulgated by the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsSEC); (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services that (A) which calls for performance over a period limits, restricts or prohibits the Company or any Company Subsidiary (or, after giving effect to the transactions contemplated by this Agreement, would limit, restrict or prohibit Parent or any of more than one yearits Affiliates) from conducting any material business or doing material business with any Person in any geographical area, (B) which involves more grants “most favored nation” status to any Person other than the sum of $25,000Medicaid participation agreements, or (C) could require the disposition of any material assets or line of business of the Company or any Company Subsidiary (or, after the Effective Time, Parent or any of its subsidiaries), in the case of each of sub-clauses (A), (B) and (C), except for any such contract that may be canceled without any material payment by the Company or any Company Subsidiary upon notice of ninety (90) days or less; (iii) (A) pursuant to which the Company or any Company Subsidiary has granted manufacturing rightsmay be required to pay in excess of Fifty Million Dollars ($50,000,000) during calendar year 2015, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iiiB) any agreement which, to the knowledge extent a contract was entered into in calendar year 2015, pursuant to which the Company or any Company Subsidiary may be required to pay in excess of Fifty Million Dollars ($50,000,000) during the first twelve (12) months of the Companyterm, establishes a partnership and (C) pursuant to which the Company or joint ventureany Company Subsidiary is required to pay in excess of Fifty Million Dollars ($50,000,000) during any twelve (12) month period during the term of such contract, in the case of each of sub-clauses (A), (B) and (C), other than such contracts that may be canceled without any material payment by the Company or any Company Subsidiary upon notice of ninety (90) days or less; (iv) relating to indebtedness, in each case with respect to a principal amount in excess of Fifty Million Dollars ($50,000,000) other than any agreement (such contract solely between or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleamong the Company and the Company Subsidiaries; (v) any agreement concerning confidentiality or noncompetitionwhich is with an executive officer and contains a non-compete provision; (vi) relating to the creation, formation, operation, management or control of any employment partnerships, joint ventures or consulting agreementsimilar arrangements; (vii) is currently in effect and contains a put, call right of first refusal, right of first offer or other right pursuant to which the Company or any agreement involving any officerCompany Subsidiary could be required to acquire, director dispose of, purchase or stockholder sell, as applicable, substantially all of the capital stock, substantially all of the assets or material line of business of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofcurrent or former Company Subsidiary; (viii) that obliges the Company or any Company Subsidiary to make any earn-out payments or other contingent payments (but not indemnification payments) in connection with the acquisition or divestment of a business or Person by the Company or any Company Subsidiary, which have not been paid in full as of the date hereof; (ix) containing any standstill or similar agreement under pursuant to which the consequences Company or any Company Subsidiary has agreed not to acquire assets or securities of another Person where such commitment remains in effect as of the date hereof; (x) (x) obligates the Company or any Company Subsidiary to make a default loan or termination capital contribution to, or investment in excess of Ten Million Dollars ($10,000,000) in any Person other than loans to any Company Subsidiary and advances to employees in the ordinary course of business consistent with past practice or (y) obligates the Company or any Company Subsidiary to provide a guarantee that would reasonably be expected to result in payments in excess of Ten Million Dollars ($10,000,000) other than guarantees by the Company or any Company Subsidiary of another Company Subsidiary’s obligations; (xi) which is with any Governmental Entity and contains any continuing obligations that are material to the Company or any Company Subsidiary; (xii) with any third-party service providers for the provision of billing and collection services to the Company or any Company Subsidiary that is material to the Company or any Company Subsidiary; (xiii) pursuant to which the Company or any Company Subsidiary received during calendar year 2014 or expects to receive during calendar year 2015 payments in excess of Fifty Million Dollars ($50,000,000); and (xiv) which commits the Company or any Company Subsidiary to enter into any of the foregoing. Each of the contracts of the type described in this Section 5.15 is referred to in this Agreement as a “Company Contract.” (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Company Subsidiary noris and, to the knowledge Knowledge of the Company, any no other partyparty is, is in breach or violation of, or in default under, any such agreementCompany Contract, and (ii) no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, occurred which would constitute result in a breach or violation of, or a default under, any Company Contract by the Company or any Company Subsidiary or, to the knowledge Knowledge of the Company, any other party under such contractthereto (in each case, with or without notice or lapse of time or both), (iii) each Company Contract is valid, binding and enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles and (iv) each Company Contract is in full force and effect with respect to the Company or the Company Subsidiaries, as applicable, and, to the Knowledge of the Company, with respect to the other parties thereto.

Contracts. (a) Section 2.13 3.16 of the Disclosure Schedule lists of Exceptions contains a list of the following contracts and other agreements (written or oral) to which the Company or any Subsidiary is a party, whether written or oral, other than those contracts and other agreements that have been fully performed by all parties thereto and under which no party as of the date of this Agreementthereto has any rights or obligations: (ia) any agreement (or group of related agreements) for the lease of personal property to or from or to third parties providing any Person for lease payments over $50,000 in excess of $25,000 per annum or having a remaining term longer than 12 monthsany 12-month period; (iib) any agreement for the purchase, sale or lease of real property; (c) any agreement (or group of related agreements) for the purchase or sale of products any raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company was paid (or paid) more than $50,000 in either 2013 or 2014 or is entitled to receive (or obligated to pay) more than $50,000 in any Subsidiary has granted manufacturing rights12-month period commencing after December 31, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party2014; (iiid) any agreement whichgranting any Person the exclusive right to market, to the knowledge sell or distribute any of the Company’s products, establishes a partnership whether in any geographic territory, to any customer or joint ventureaccount, or otherwise; (ive) any agreement concerning a partnership, joint venture or other similar arrangement involving a sharing of profits and losses with any Person; (f) except for agreements relating to trade receivables entered into in the Ordinary Course of Business, any agreement (or group of related agreements) under which it has created, incurred, assumed assumed, or guaranteed (any Indebtedness, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than $25,000 obligation or under which it has imposed a Lien (or may imposeother than a Permitted Lien) a Security Interest on any of its assets, tangible or intangible; (vg) any agreement concerning confidentiality which materially restricts the Company from competing in any line of business or noncompetitiongeographic area; (vih) any employment profit-sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or consulting other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (i) any collective bargaining agreement; (viij) any agreement involving for the employment of any officerindividual on a full-time, director part-time, consulting, or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act other basis (an “Affiliate”including leased persons), thereof; (viiik) any agreement pertaining to the marketing, sale or distribution of any of the Company’s products (including any agreements creating an agency relationship or providing for the resale of any of the Company’s products); (l) any agreement requiring the Company to pay to any Person a royalty, commission or other payment, the amount of which is based in whole or in part on the sales of products by the Company; (m) any agreement under which the consequences Company has advanced or loaned any amount to any of a default its directors, officers or termination would reasonably be expected to have a Company Material Adverse Effectemployees; (ixn) any agreement under which contains any provisions requiring the Company has advanced or loaned any Subsidiary amount to indemnify any other Person; (o) any agreement that requires the Company to purchase its total requirements of any product or service from a third party thereto or that contains “take or pay” provisions; (excluding indemnities contained in agreements for p) any agreement with any Company Stockholder or their Affiliates; (q) any agreement that relates to the purchaseacquisition or disposition of any business division or material assets or properties (whether by merger, sale of stock, sale of assets or license otherwise); (r) any agreement that relates to the compromise or settlement of products entered into in the Ordinary Course of Business)any litigation or arbitration or other proceeding; and (xs) any other agreement (or group of related agreements) either involving more than the performance of which involves consideration in excess of $25,000 100,000 or not entered into in that is otherwise material to the Ordinary Course Company or the Business or the Company’s condition (financial or otherwise) or results of Business. (b) operations. The Company has delivered or made available to the Parent a correct and complete and accurate copy of each such written agreement listed in Section 2.13 as amended to date and a written summary setting forth the material terms and conditions of the Disclosure Scheduleeach such oral agreement. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulesuch agreement: (i) the agreement is a legal, valid, binding binding, enforceable obligation of the Company and, to the Knowledge of the Company, each other party thereto, and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and is in full force and effect immediately following the Closing in accordance with the its terms thereof as in effect immediately prior all material respects, subject in each case to the ClosingEnforceability Limitations; and (iiiii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge Knowledge of the Company, any other party thereto is in breach or default, in any material respect, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration under such contractthe agreement; and (iii) no party has repudiated in writing any material provision of the agreement.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act Act, thereof (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and; (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary is not nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 The Company has made available to Parent true, complete and correct copies of the Disclosure Schedule lists the following agreements scheduled in Section 4.7 of the Company Disclosure Schedule (written or oralthe "Contracts") to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement (or group of related agreements) for other than sales orders entered into in the lease of personal property from or to third parties providing for lease payments ordinary course, agreements with consideration in excess of $25,000 per annum or having a remaining term longer than 12 months100,000; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for agreements involving performance over a period of more than one year, (B) which involves more than the sum year with consideration in excess of $25,000100,000; (iii) agreements containing confidentiality or non-competition provisions; (iv) other than purchase orders entered into in the ordinary course, any agreement concerning a partnership or joint venture or any other agree ment involving a sharing of profits, losses, costs, or liabilities by the Company or any of its Subsidiaries with any other Person; (Cv) other than purchase orders entered into in the ordinary course, any agreement under which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it its Subsidiaries has created, incurred, assumed or guaranteed (any indebtedness or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than obligation, in excess of $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition50,000; (vi) any employment agreement entered into during the prior three years, providing for the acquisition or consulting agreementdisposition of a significant amount of assets or a line of business; (vii) any agreement involving any officerentered into during the prior three (3) years, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements providing for the purchase, sale redemption or license issuance of products entered into Common Stock the performance of which involves consideration of more than $250,000 other than redemption of Common Stock pursuant to the Company's stock repurchase plan announced in the Ordinary Course Company's Quarterly Report for the quarter ended March 31, 2000, filed May 12, 2000, by which the Company is authorized to repurchase up to $1,000,000 of Businessits shares (through December 31, 2000, the Company had repurchased 22,300 shares of its Common Stock for $324,000); and (xviii) each material written amendment, supplement and modification in respect of any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Businessforegoing. (b) The Company has delivered or made available to To the Parent a complete and accurate copy of each agreement listed in Section 2.13 Knowledge of the Disclosure Schedule. With respect to each agreement so listedCompany, (i) all Contracts are in full force and effect and constitute valid and binding agreements of the Company or its Subsidiaries and the other parties thereto in accordance with their respective terms, and except (ii) the consummation of the transactions contemplated hereby will not, in any material respect, violate, or constitute a breach under, any such Contract. Except as set forth in Section 2.13 4.7(b) of the Company Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary norof its Subsidiaries are in default in any material respect under any of such written Contracts, have not received any written notice of such a default, and, to the knowledge Knowledge of the Company, : (i) no other party to any other party, such Contract is in breach or violation of, or default under, in any such agreement, material respect thereunder and (ii) no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred or condition exists that with notice or lapse of time, time or otherwise, both would constitute such a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractthereunder.

Contracts. (a) Section 2.13 4.10(a) of the Disclosure Schedule lists Schedules contains an accurate and complete list of the following agreements (written or oral) Contracts to which the each Company or any Subsidiary is a party as or by which any of its properties, rights or assets are bound (collectively, the date “Material Contracts”) and the Companies have either delivered to Buyer or made available for review by Buyer, a true, accurate and complete copy of this Agreementeach such Material Contract which is: (i) any agreement Contract that is or is reasonably likely to require expenditures (including capital expenditures) or group of related agreements) for the lease of personal property payments to or from or to third parties providing for lease payments either Company in excess of $25,000 per annum or having a remaining term longer than 12 monthsin any calendar year; (ii) any agreement (Contract under which either Company is obligated to sell or group of related agreements) for the purchase lease as lessor real or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partypersonal property; (iii) any agreement which, Contract that contains a covenant not to the knowledge of the compete applicable to either Company, establishes a partnership binds either Company to any exclusive business arrangements or joint venturelicenses or contains any requirements, output or “take-or-pay” obligations; (iv) any agreement Contract granting a customer of either Company “most favored nation” or similar terms (whether in respect of pricing or group of related agreementsotherwise); (v) any distributor, consultant, representative or broker Contract; (vi) any joint venture, partnership or teaming Contract; (vii) any Contract under which it either Company has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness Indebtedness, (including capitalized lease obligationsB) involving more than $25,000 or under which it has imposed (or may impose) granted a Security Interest Lien on any of its assets, whether tangible or intangible; , to secure Indebtedness or (vC) extended credit to any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofPerson; (viii) any agreement Contract under which the consequences either Company has assumed a capitalized lease obligation in excess of a default or termination would reasonably be expected to have a Company Material Adverse Effect$25,000; (ix) any agreement which contains Contract with any provisions requiring the Company or Affiliate and any Subsidiary to indemnify Contract between Seller and any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); andRelated Person; (x) any collective bargaining, labor, professional employer organization or similar Contract; (xi) any Contract related to any Company-owned or Company-licensed Intellectual Property (other agreement (or group than unmodified, commercially available, off-the-shelf, nonexclusive software licenses with an aggregate value of related agreements) either involving more less than $25,000 10,000); (xii) any Contract with a Governmental Entity (whether as prime contractor, subcontractor or not otherwise), including any performance bonds or similar arrangements related thereto; (xiii) any stock purchase, asset purchase or other acquisition or divestiture agreement relating to the acquisition, lease, license or disposition by either Company of assets (other than in the ordinary course of business), properties, rights or any Equity Interests of any Person (A) providing for any indemnification, guaranty or surety obligation of the Company or (B) with a fair market value in excess of $25,000; (xiv) any Contract (other than purchase orders entered into in the Ordinary Course ordinary course of Businessbusiness) with the 20 largest customers and 20 largest suppliers of either Company for partial fiscal year ended April 19, 2017; (xv) any Contract for the purchase or sale of raw materials, commodities, supplies, products, or other person property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one (1) year; (xvi) any written Contract containing indemnification obligations or caps on damages; (xvii) any stockholders’ or similar Contract, or any Contract relating to the establishment, management or control of any joint venture or strategic alliance; (xviii) any Contract between either Company and any other individual for the employment of such individual on a full-time, part-time, consulting or other basis providing annual compensation; (xix) any Contract (A) the termination of which would reasonably be expected to cause material losses to either Company or (B) that is material to the ongoing Business of either Company; and (xx) any other Contract the performance of which involves consideration in excess of $25,000. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement Each Material Contract is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following and is the Closing legal, valid and binding obligation of each Company, and is enforceable against such Company in accordance with the terms thereof as in effect immediately prior its terms, and, to the Closing; Knowledge of Seller, is the legal, valid and binding obligation of the other parties thereto (iii) the “Other Parties”), and neither the either Company nor any Subsidiary nor, to the knowledge Knowledge of Seller, any of the Company, Other Parties to any other party, is in breach or violation ofMaterial Contract is, or is alleged to be, in breach, violation or default underof such Contract, any such agreementand, and to the Knowledge of Seller, no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred that with notice or lapse of time, time or otherwise, both would constitute a breach breach, violation or default by any such party, or permit termination, modification or acceleration by the Company or any Subsidiary orOther Parties, to the knowledge of the Company, any other party under such contractMaterial Contract. (c) Neither Company has waived any right it may have under any Material Contract. No party has provided any written or oral notice of any intention to terminate, modify or accelerate any Material Contract.

Contracts. (a) Section 2.13 As of the date of this Agreement, except as set forth as an exhibit to the Parent SEC Documents and on Section 4.11(a) of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Company or Letter, neither Parent nor any Subsidiary of its Subsidiaries is a party to or bound by any: (i) Contracts relating to Indebtedness for borrowed money or any guarantee of any Indebtedness for borrowed money (other than in respect of Indebtedness for borrowed money of a wholly-owned Subsidiary of Parent) in excess of $4,000,000; (ii) Non-competition agreements or any other agreements or arrangements that materially limit or otherwise materially restrict Parent or any of its Subsidiaries or any of their respective Affiliates or any successor thereto or that, to Parent’s Knowledge, would, after the Effective Time, limit or restrict Parent or any of its Subsidiaries (including the Surviving Corporation) or any successor thereto, in each case from engaging or competing in any line of business or in any geographic area, which agreement or arrangements would reasonably be expected to materially limit, materially restrict or materially conflict with the business of Parent and its Subsidiaries, taken as a whole (including for purposes of such determination, the Surviving Corporation and its Subsidiaries), after giving effect to the Merger; (iii) Contracts required to be filed as an exhibit to Parent’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (iv) Contracts, including Parent Oil and Gas Agreements, where Parent or any of its Subsidiaries has received or expects to receive $4,000,000 or more in revenues pursuant to such agreements in the current fiscal year; (v) Contracts with respect to the receipt of any goods and services involving a payment of $4,000,000 or more in the current fiscal year; (vi) Joint venture, alliance, partnership or limited liability company agreements or similar Contracts relating to the formation, creation, operation, management or control of any joint venture, alliance, partnership or limited liability company that (A) is material to Parent, its Subsidiaries or any of the Oil and Gas Properties of Parent or any of its Subsidiaries; (B) is material to any investment in, or other commitment to, any Related Entity of Parent; or (C) would reasonably be expected to require Parent or its Subsidiaries to make expenditures in excess of $4,000,000 or more per annum; or (vii) Contracts that would prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement. (b) All Contracts to which Parent or any of its Subsidiaries is a party to or bound by as of the date of this Agreement: Agreement that are either (i) any agreement of the type described in clause (a) above or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights material Parent Oil and Gas Agreements relating to any products or territory or has agreed Oil and Gas Properties of Parent and its Subsidiaries are referred to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichherein as the “Parent Material Contracts.” Except, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliatein each case, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”)has not, thereof; (viii) any agreement under which the consequences of a default or termination and would not reasonably be expected to have have, individually or in the aggregate, a Company Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) all Parent Material Contracts are valid and binding on Parent and/or the agreement relevant Subsidiary of Parent that is legala party thereto and, validto Parent’s Knowledge, binding each other party thereto, subject to the Bankruptcy and enforceable and Equity Exception, (ii) all Parent Material Contracts are in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) Parent and each of its Subsidiaries has performed all material obligations required to be performed by them under the Parent Material Contracts to which they are parties, (iv) to Parent’s Knowledge, each other party to a Parent Material Contract has performed all material obligations required to be performed by it under such Parent Material Contract and (v) no party to any Parent Material Contract has given Parent or any of its Subsidiaries written notice of its intention to cancel, terminate, change the scope of rights under or fail to renew any Parent Material Contract and neither the Company Parent nor any Subsidiary of its Subsidiaries, nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the CompanyParent’s Knowledge, any other party to any Parent Material Contract, has repudiated in writing any material provision thereof. Neither Parent nor any of its Subsidiaries has Knowledge of, or has received written notice of, any violation of or default under (or any condition which with the passage of time or the giving of notice would cause such contracta violation of or default under or permit termination, modification or acceleration under) any Parent Material Contract or any other Contract to which Parent or any of its Subsidiaries is a party or by which Parent, any of its Subsidiaries or any of their respective material properties or assets is bound, except for violations or defaults that are not, individually or in the aggregate, reasonably likely to result in a Parent Material Adverse Effect.

Contracts. (aSection 4(o) Section 2.13 of the Disclosure Schedule lists the following agreements (contracts and other agreements, whether written or oral) , to which any of the Company or any Subsidiary its Subsidiaries is a party as of or otherwise bound (except those agreements contemplated by this Agreement or in connection with the date of this Agreement:restructuring in connection therewith): (i) any agreement (or group of related agreements) for the lease of personal property to or from or to third parties any Person providing for lease payments which extend over a period of more than 180 days or include consideration in excess of $25,000 per annum or having a remaining term longer than 12 months250,000; (ii) any agreement (or group of related agreements) for the purchase or sale of products raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services (A) services, the performance of which calls for performance will extend over a period of more than one year, (B) which involves more than the sum 180 days or involve consideration in excess of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party250,000; (iii) any agreement which, to the knowledge of the Company, establishes concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed assumed, or guaranteed (any indebtedness for borrowed money, or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than $25,000 obligation, or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any material agreement concerning imposing confidentiality obligations on the Company or noncompetitionits Subsidiaries; (vi) any employment contract or consulting agreementagreement prohibiting it from freely engaging in any business or competing anywhere in the world; (vii) any agreement involving with the Company and its Affiliates (other than the Company and its Subsidiaries); (viii) any officerprofit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of its current or former directors, officers, and employees; (ix) any collective bargaining agreement; (x) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $50,000 or providing material severance benefits; (xi) any contract, agreement or other arrangement with any officer or director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofof its Subsidiaries; (viiixii) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees; (xiii) any agreement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring material adverse effect on the business, financial condition, operations or results of operations of the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)its Subsidiaries; andor (xxiv) any other agreement (or group of related agreements) either involving more than the performance of which involves consideration in excess of $25,000 or not entered into in the Ordinary Course of Business. (b) 250,000. The Company has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each written agreement (as amended) listed in Section 2.13 4(o) of the Disclosure Schedule and a written summary setting forth the material terms and conditions of each oral agreement referred to in Section 4(o) of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulesuch agreement: (iA) the agreement is legal, valid, binding binding, enforceable (except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and enforceable by general equitable principles) and in full force and effect; (iiB) the agreement will continue to be legal, valid, binding binding, enforceable (except as enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors' rights generally, and enforceable by general equitable principles), and in full force and effect immediately on identical terms following the Closing in accordance with consummation of the terms thereof as in effect immediately prior transactions contemplated hereby, (C) the Company is not, and to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge Knowledge of the Company, any no other party, party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by default, or permit termination, modification, or acceleration, under the agreement; and (D) the Company or any Subsidiary orhas not, and to the knowledge Knowledge of the Company, any no other party under such contracthas repudiated any material provision of the agreement.

Contracts. (a) All material Contracts (collectively herein called the “Company Contracts” and individually a “Company Contract”) to which a Target Company is a party, that are used in the Business are listed on Section 2.13 4.12(a) of the Disclosure Schedule. In addition, Section 4.12(a) of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreementincludes: (i) any agreement (Contracts with customers pursuant to which a Target Company gathers, processes, treats, fractionates, transports, stores, sells or group of purchases Hydrocarbons or the products therefrom or water, or provides services related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsthereto; (ii) any Contracts for the construction of gathering or other pipeline systems or processing, fractionation or storage facilities other than any such Contracts requiring aggregate payments of less than $250,000 or which are terminable by the applicable Target Company on sixty (60) days’ notice or less without payment by any Target Company or any penalty; (iii) each Contract that constitutes a pipeline interconnect agreement or a facility operating agreement; (or group of related agreementsiv) any Contracts (A) for the purchase or sale of products any asset, equipment, supplies, goods or for the furnishing property or receipt provision of services (A) which calls for performance over a period of more than one year, any service or (B) which involves more that grant a right or option to purchase or sell any asset or property or receive services other than, in each case, any such Contracts requiring aggregate payments of less than $250,000; (v) any Contracts providing for the sum lease of any item or items of personal property with annual rental expense under such lease in excess of $25,000, 250,000 other than any such Contracts which are terminable by the applicable Target Company on sixty (60) days’ notice or (C) in which the less without payment by a Target Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partypenalty; (iiivi) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) Contracts under which it a Target Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreementoutstanding Debt; (vii) any agreement involving Contracts between (A) a Target Company, on the one hand, and any current or former employee, officer, director manager, member or stockholder Affiliate of a Target Company, on the other hand, (B) a Target Company and any Employee, or (C) a Target Company and one or more of the Company Members or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofof their respective Employees; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectcollective bargaining Contracts; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchaseoutstanding futures, swap, collar, put, call, floor, cap, option, hedging, forward sale or license of products entered into in the Ordinary Course of Business); andother derivative Contracts involving Hydrocarbons or other commodity sales or trading; (x) any partnership, joint venture, strategic alliance or limited liability company agreements; (xi) except as contemplated by clauses (i) and (ii) above, any sales, distribution or other similar agreement providing for the sale by any Target Company of materials, supplies, goods, services, equipment or other assets that provides for annual payments to such Target Company of $250,000 or more; (xii) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by a Target Company of any operating business or equity interests of any other Person other than the MHA Acquisition; (xiii) any Contract under which a Target Company has made advances or loans or payments to any other Person; (xiv) any material management Contract or any material Contract with independent contractors or consultants (or group of related agreementssimilar arrangements) either involving that are not cancelable without penalty or further payment and on not more than $25,000 thirty (30) days’ notice; (xv) any employment or consulting agreement or indemnification agreement with any officers, managers, equityholders, employees or agents; and (xvi) any other Contract not entered into described in the Ordinary Course foregoing clauses (i) through (xvi) pursuant to which the Company has future liability in excess of Business$250,000 for any year or $1,000,000 in the aggregate and that cannot be terminated by the Company on not more than sixty (60) days’ notice without payment or penalty. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except Except as set forth in Section 2.13 4.12(b) of the Disclosure Schedule: (i) the agreement is legal, validall Company Contracts are valid and binding, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following and enforceable against the Closing parties thereto in accordance with the terms thereof their respective terms, except as in effect immediately prior such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the Closing; enforcement of creditors’ rights generally and the application of general principles of equity (iiiregardless of whether that enforceability is considered in a Proceeding at law or in equity). Except as set forth in Section 4.12(b) neither of the Disclosure Schedule, each Target Company nor has performed, in all material respects, all obligations and is not in breach or default, in any Subsidiary normaterial respect, under any Company Contract. Except as set forth in Section 4.12(b) of the Disclosure Schedule, to the knowledge of the Company’s Knowledge, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, which after the giving of notice, with notice or lapse of time, or otherwiseboth, would constitute a breach or material default by the a Target Company or under any Subsidiary Company Contract or, to the knowledge of the Company’s Knowledge, any other party under to any Company Contract. (c) Except as set forth in Section 4.12(c) of the Disclosure Schedule, and except for this Agreement, no Target Company is a party to, and the Properties are not subject to any Contract that: (i) prohibits a Target Company from competing in any line of business or in any geographic area or from soliciting or hiring any person with respect to employment; (ii) requires a Target Company to acquire (by merger, purchase of stock or assets or otherwise) any operating business or material assets or equity interests of any Person; (iii) provides for the deferred payment of any purchase price including any “earnout” or other contingent fee management; (iv) grants to a third Person a right of first refusal, option, preferential right or similar right to acquire Properties or the Business or any portion thereof; (v) grants “most favored nation” pricing to a customer or counterparty; (vi) would require a payment to be made by a Target Company at or following the Closing as a result of the consummation of the transactions contemplated hereby; (vii) involves a prepayment by a counterparty to a Target Company for services to be performed by such contractTarget Company following the Closing; or (viii) creates Debt for which a Target Company could have liability following the Closing Date. (d) Except as set forth in Section 4.12(d) of the Disclosure Schedule, and except for this Agreement, no Target Company is a party to, and the Properties are not subject to, any Contract between a Target Company and a Member or any of its Affiliates.

Contracts. (a) Section 2.13 2.15 of the Disclosure Schedule lists the following agreements written arrangements (including without limitation written or oralagreements) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of involving more than $25,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of raw materials, commodities, supplies, products or for the furnishing or receipt of services other personal property (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) including without limitation any written arrangement in which the Company or any Subsidiary Seller has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or territory, has agreed to purchase a minimum quantity of goods or has agreed to purchase goods exclusively from a certain party), involving more than $100,000 during the most recent twelve months or involving an obligation in excess of $100,000 to be performed after the Closing; (iii) any written arrangement involving more than $100,000 (or group of related written arrangements) for the furnishing or receipt of services (including without limitation any written arrangement in which the Seller has agreed to purchase a minimum quantity of services or has agreed to purchase goods or services exclusively from a certain party); (iiiiv) any agreement which, to the knowledge of the Company, establishes written arrangement establishing a partnership or joint venture; (ivv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 per year or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected termination, any director, officer or member of management of the Seller has reason to believe, could have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring material adverse effect on the Company assets, business, financial condition, results of operations or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for future prospects of the purchase, sale or license of products entered into in the Ordinary Course of Business)Seller; and (xviii) any other agreement written arrangement (or group of related agreementswritten arrangements) (A) not described (without regard to dollar amount) in paragraphs (i) through (vii) above and (B) either involving more than $25,000 50,000 or not entered into in the Ordinary Course of Business. (b) The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement (as amended to date) listed in Section 2.13 2.15 of the Disclosure Schedule. With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement written arrangement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement written arrangement is assignable by the Seller to the Buyer without the consent or approval of any party (except as set forth in Section 2.15 of the Disclosure Schedule) and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the CompanySeller, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company written arrangement. The Seller is not a party to any oral contract, agreement or any Subsidiary orother arrangement which, if reduced to the knowledge written form, would be required to be listed in Section 2.15 of the Company, any other party Disclosure Schedule under such contractthe terms of this Section 2.15.

Contracts. (a) Section 2.13 3.10 of the Company Disclosure Schedule Letter lists each of the following agreements Contracts which the Company or any Subsidiary, as of the date of this Agreement, is a party to or bound by: (written or orali) any Contract (other than any Contract solely between the Company and any of its Subsidiaries) relating to outstanding indebtedness for borrowed money pursuant to which the Company or any Subsidiary is has an outstanding principal amount in excess of $250,000; (ii) any Contract relating to a security interest imposed on any Vessel or other asset or property of the Company or any of its Subsidiaries, other than Permitted Liens; (iii) with respect to any joint venture, partnership or other similar agreement or arrangement with a third party, any Contract that relates to the formation, creation, operation, management or control of such joint venture, partnership or similar agreement or arrangement; (iv) any Contract that involves or would reasonably be expected to involve aggregate payments by or to the Company or any Subsidiary in excess of $250,000 in any twelve-month period; (v) any Contract that (A) would limit the freedom of the Company or any Subsidiary to compete in any line of business or with any person or in any area after the Closing, (B) contains exclusivity obligations or restrictions that would be binding on the Company or any Subsidiary after the Closing or (C) provides for a “most favored nations” pricing status for any party thereto; (vi) any Contract relating to any material interest rate, derivatives or hedging transaction; (vii) any Contract with any supplier of or for the furnishing of services to the Company or any of its Subsidiaries involving consideration of more than $250,000 over its remaining term (including any automatic extensions thereto); (viii) any ship management agreement, contract of affreightment, financial lease (including any sale/leaseback agreement or similar arrangement) or charter (time, bareboat or otherwise) with respect to any Vessel, and Section 3.10(a)(viii) of the Company Disclosure Letter sets forth the classification of each such charter as time, bareboat or other; (ix) any Contract (including any Contract including an option) for or relating to the purchase or sale of any Vessel or other vessel (other than any such Contract under which the Company and the Subsidiaries have no continuing obligations, liabilities, rights or options); (x) any Contract under which the Company or any Subsidiary has directly or indirectly guaranteed liabilities or obligations of any person (in each case other than endorsements for the purpose of collection in the ordinary course of business); (xi) any Contract that prohibits the payment of dividends or distributions in respect of the share capital of the Company or any Subsidiary, prohibits the pledging of the share capital of the Company or any Subsidiary or prohibits the issuance of any guarantee by the Company or any Subsidiary; (xii) any effective power of attorney granted by the Company or any of its Subsidiaries other than those granted to any existing director of the Company or any existing director of a Subsidiary; (xiii) any agreement under which the Company or any Subsidiary provided loans or advanced money to any other person (other than intercompany indebtedness or arrangements); and (xiv) any Contract between the Company or any Subsidiary, on the one hand, and any current or former director, officer, employee, independent contractor or consultant of the Company or any Subsidiary, on the other hand, including any Contract that contains restrictive covenants prohibiting such person from taking certain actions, including non-competition, non-solicitation, no-hire, non-disparagement or non-disclosure restrictions but not including any Company Benefit Plan, in each case under which there continues to be any obligation by any party to the other as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 3.11(a) of the Merger Partner Disclosure Schedule lists the following agreements (written or oral) to which the Company Merger Partner or any Subsidiary of its Subsidiaries is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 150,000 per annum or having a remaining term longer than 12 six months; (ii) any agreement (or group of related agreements) that is not terminable without cause by Merger Partner with less than 120 days notice without penalty, including the payment of any termination fee or refund of amounts previously received, and that is for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves an aggregate of more than the sum of $25,000, 150,000 or (C) in which the Company Merger Partner or any Subsidiary of its Subsidiaries has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain particular party; (iii) any agreement whichconcerning the establishment or operation of a partnership, to the knowledge of the Company, establishes a partnership joint venture or joint venturelimited liability company; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 150,000 or under which it has imposed (or may impose) a Security Interest Lien on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetitionbusiness of Merger Partner or any of its Subsidiaries (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vi) any employment or consulting agreement; (vii) any agreement involving any current or former officer, director or stockholder of the Company Merger Partner or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected likely to have a Company Merger Partner Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company Merger Partner or any Subsidiary of its Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of Merger Partner or any of its Subsidiaries or Public Company or any of its Subsidiaries as currently conducted and as currently proposed to be conducted; (xi) any agreement under which Merger Partner or any of its Subsidiaries is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (xii) any agreement under which Merger Partner or any of its Subsidiaries has licensed any material Intellectual Property to or from any third party (excluding currently-available, off-the-shelf software programs that are licensed by Merger Partner or any of its Subsidiaries pursuant to “shrink wrap” licenses under which aggregate fees and royalties paid to the licensor do not exceed $50,000 annually); (xiii) any agreement that would entitle any third party to receive a license or any other right to intellectual property of Public Company or any of Public Company’s Affiliates following the Closing; and (xxiv) any other agreement (or group of related agreements) either (A) involving more than $25,000 150,000 or (B) not entered into in the Ordinary Course of Business. (b) The Company Merger Partner has delivered provided or made available to the Parent Public Company a complete and accurate copy of each agreement listed in Section 2.13 3.10 or Section 3.11 of the Merger Partner Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Merger Partner nor any Subsidiary of its Subsidiaries nor, to the knowledge of the CompanyMerger Partner, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyMerger Partner, is threatened, which, after the giving of notice, with or without notice or lapse of time, or otherwiseboth, would constitute a breach breach, violation or default by the Company Merger Partner or any Subsidiary of its Subsidiaries or, to the knowledge of the CompanyMerger Partner, any other party under such contractagreement, except for breaches, violations or defaults that, individually or in the aggregate, have not had, and are not reasonably likely to have, a Merger Partner Material Adverse Effect. Neither Merger Partner nor any of its Subsidiaries has received any notice in writing from any other party, and, to the knowledge of Merger Partner, no party has threatened, to terminate, cancel, fail to renew or otherwise materially modify any such agreements the loss of which, individually or in the aggregate, is reasonably likely to have a Merger Partner Material Adverse Effect.

Contracts. (a) Section 2.13 2.15 of the Company Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 10,000 per annum or having a remaining term longer than 12 three months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,00010,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichdealer, to the knowledge of the Companyjoint marketing or development contract or agreement, establishes a partnership or joint ventureany sales representative, remarketer or referrer or similar agreement; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement for the disposition of any significant portion of the assets or business of the Company (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any agreement concerning confidentiality or noncompetition(other than standard non-disclosure agreements entered into in the Ordinary Course of Business); (viviii) any employment or consulting agreement; (viiix) any agreement involving any current or former officer, director director, manager or stockholder equityholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viiix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixxi) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (xii) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Company, ▇▇▇▇.▇▇▇ or any of its subsidiaries as currently conducted and as currently proposed to be conducted; (xiii) any agreement under which the Company is restricted from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, in any geographic area, during any period of time or any segment of the market or line of business; (xiv) any agreement which would entitle any third party to receive a license or any other right to intellectual property of ▇▇▇▇.▇▇▇ or any of ▇▇▇▇.▇▇▇’s Affiliates following the Closing; and (xxv) any other agreement (or group of related agreements) either involving more than $25,000 100,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent ▇▇▇▇.▇▇▇ a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge Knowledge of the CompanyCompany and the Equityholders, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge Knowledge of the CompanyCompany and the Equityholders, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge Knowledge of the CompanyCompany and the Equityholders, any other party under such contractagreement.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date For purposes of this Agreement, each of the following shall be deemed to constitute a "Company Material Contract": (i) any agreement (or group Acquired Corporation Contract that is required by the rules and regulations of related agreements) for the lease of personal property from or SEC to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsbe filed as an exhibit to the Company SEC Documents; (ii) any agreement Acquired Corporation Contract relating to the employment of any employee, and any Contract pursuant to which any of the Acquired Corporations is or may become obligated to make any severance, termination, bonus or relocation payment or any other payment (or group other than payments in respect of related agreementssalary) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum in excess of $25,000100,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products current or territory former employee or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partydirector; (iii) any agreement which, Acquired Corporation Contract relating to the knowledge acquisition, transfer, development, sharing or license of any material Proprietary Asset (except for any Acquired Corporation Contract pursuant to which (A) any material Proprietary Asset is licensed to the Acquired Corporations under any third party software license generally available for sale to the public, or (B) any material Proprietary Asset is licensed by any of the Company, establishes Acquired Corporations to any Person on a partnership or joint venturenon-exclusive basis); (iv) any agreement (Acquired Corporation Contract which provides for indemnification of any officer, director or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleemployee; (v) any agreement concerning confidentiality Acquired Corporation Contract creating or noncompetitionrelating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or liabilities; (vi) any employment Acquired Corporation Contract that involves the payment or consulting agreementexpenditure of $100,000 or more in any 12-month period or more than $200,000 in the aggregate that may not be terminated by the applicable Acquired Corporation (without penalty) within sixty (60) days after the delivery of a termination notice by the applicable Acquired Corporation; (vii) any agreement Acquired Corporation Contract contemplating or involving any officer(A) the payment or delivery of cash or other consideration in an amount or having a value in excess of $100,000 in the aggregate, director or stockholder (B) the performance of services having a value in excess of $100,000 in the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofaggregate; (viii) any agreement under which Acquired Corporation Contract imposing any restriction on the consequences right or ability of any Acquired Corporation to (A) compete with any other Person, (B) acquire any material product or other material asset or any services from any other Person, sell any material product or other material asset to or perform any services for any other Person or transact business or deal in any other manner with any other Person, or (C) develop or distribute any material technology; and (ix) any other Acquired Corporation Contract, if a default or termination would breach of such Acquired Corporation Contract could reasonably be expected to have a Company Material Adverse Effect; Effect on the Acquired Corporations (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Businesstaken as a whole); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Each Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement Material Contract is legal, valid, binding and enforceable valid and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and is enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and its terms. (iiic) neither the Company nor any Subsidiary nor, to the knowledge None of the Company, any other party, is in breach Acquired Corporations has violated or violation ofbreached, or committed any material default under, any such agreementCompany Material Contract. To the Company's knowledge, and no other Person has violated or breached, or committed any material default under, any Company Material Contract. (d) To the Company's knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) could reasonably be expected to (i) result in a material violation or breach of any provision of any Company Material Contract by any of the Acquired Corporations; (ii) give any Person the right to declare a material default or exercise any material remedy under any Company Material Contract; (iii) to the Company's knowledge, give any Person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule under any Company Material Contract; (iv) give any Person the right to accelerate the maturity or performance of any Company Material Contract; or (v) give any Person the right to cancel or terminate, or modify in any material respect, any Company Material Contract. (e) None of the Acquired Corporations is pending ora guarantor or otherwise liable for any liability or obligation (including indebtedness) of any other Person other than any of the Acquired Corporations. (f) Schedule 2.7(f) of the Company Disclosure Schedule provides a list of all Company Material Contracts (including all amendments thereto). The Company has provided or made available to Parent a copy of each Company Material Contract (including all amendments thereto) listed in Schedule 2.7(g) of the Company Disclosure Schedule, other than Company Material Contracts filed as exhibits to the Company SEC Documents and all copies of all amendments to the Company Material Contracts filed as exhibits to the Company SEC Documents, to the knowledge of extent such amendments have not been filed with the Company, SEC. (g) Neither Company nor any Acquired Corporation is threatened, which, after a party to any contract with the giving of notice, with lapse of time, United States government or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractmaterial Government Contract.

Contracts. (a) Section 2.13 Schedule 5.10(a) sets forth all of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party Contracts as of the date of this Agreement: Agreement (the “Material Contracts”): (i) any agreement Contract between an Acquired Company, on the one hand, and any Affiliate of either Acquired Company or the Seller, on the other hand; (ii) any Contract that provides for gathering, transportation, marketing, processing, treating or group storage services; (iii) any Contract that provides for (A) the construction or operation of processing plants, gathering systems or other related agreementsassets or (B) for the lease of personal property from acreage dedications or to third parties providing for lease minimum volume commitments, in each case involving annual payments or receipts in excess of $25,000 per annum 250,000 and that is not cancelable without further penalty or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of other material payment on not more than one year, thirty (B30) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; days’ prior written notice; (iii) any Contract evidencing Indebtedness of the Acquired Companies or creating any security interest, lien or encumbrance (other than Permitted Encumbrances and other than any of the Easements) on any asset of any Acquired Company; (iv) any Contract that constitutes an area of mutual interest agreement or any other agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, the Acquired Companies conduct business that will be binding on the Acquired Companies after the Closing; and (v) any other Contract to which an Acquired Company is a beneficiary or obligor that can reasonably be expected to result in aggregate payments or receipts by an Acquired Company of more than $250,000 during the current or any subsequent year. (b) Except as set forth on Schedule 5.10(b), each Material Contract set forth (or required to be set forth) on Schedule 5.10(a) is a legal, valid and binding obligation against the applicable Acquired Company and, to the knowledge of Seller, each other party thereto, is enforceable in accordance with its terms against the applicable Acquired Company, establishes and to the knowledge of Seller, each other party thereto and is in full force and effect, subject to any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other Laws, now or hereafter in effect, relating to or limiting creditors’ rights generally and to general principles of equity (regardless of whether such enforceability is considered in a partnership proceeding in equity or joint venture; (iv) at Law). Neither the applicable Acquired Company nor, to the knowledge of Seller, any agreement (other party thereto, is in default under any Material Contract, and no event, occurrence, condition or group act has occurred that, with the giving of related agreements) under which it has creatednotice, incurredthe lapse of time or the happening of any other event or condition, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of would become a default or termination event of default by such Acquired Company or, to the knowledge of Seller, any other party thereto, that in each case would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (aSection 2(k) Section 2.13 of the Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (written or oralother than with advertisers for the sale of air time) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 1,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, (B) which year or involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, employment agreement, or consulting severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected could have an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; (viii) any arrangement with any third party under which it has created, incurred, assumed, or guaranteed an obligation to have a Company Material Adverse Effect;provide advertising or air time in an amount in excess of $1000 ("Advertising Contract"); or (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) The Company . Other than Advertising Contracts, the Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 2(k) of the Disclosure ScheduleSchedule (as amended to date). With Other than Advertising Contracts, with respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (iA) the agreement written arrangement is legal, valid, binding and enforceable binding, enforceable, and in full force and effect; (iiB) the agreement written arrangement will continue to be legal, valid, binding binding, and enforceable and in full force and effect immediately on identical terms following the Closing in accordance with (if the terms thereof as in effect immediately prior arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or written arrangement; and (D) no party has repudiated any Subsidiary or, to the knowledge provision of the Companywritten arrangement. The Seller is not a party to any verbal contract, any agreement, or other party arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under such contractthe terms of this Section 2(k). To the Knowledge of Seller, no advertiser of the Stations has indicated within the past year that it will stop, or decrease the rate of, buying services from them.

Contracts. (a) Section 2.13 Schedule 4.10(a) sets forth a true, correct and complete list of the Disclosure Schedule lists the following agreements (written all Contracts, commitments, licenses, agreements, obligations or oral) binding arrangements, whether oral or written, to which the Company or any Subsidiary is a party as or by which any of the date of this Agreementits assets or properties are bound: (i) under which the Company is indemnified for or against any agreement liability, or under which the Company is or could be obligated to indemnify any Person and which involves a potential liability in excess of $10,000 or has a term of more than six months; (or group of related agreementsii) for under which the lease of Company leases personal property from or to third parties providing for under capitalized leases or under operating leases if the term of such lease payments is more than six months or the financial obligation is in excess of $25,000 10,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement (or group of related agreementsiii) for the purchase or sale of products or other personal property or for the furnishing or receipt of services (A) which that calls for performance over a period of more than one year, six months or (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person (in each case, with a certain party; (iii) any agreement which, to value in excess of $10,000 in the knowledge of the Company, establishes a partnership or joint ventureaggregate); (iv) any agreement (A) granting representation, marketing or group of related distribution rights or (B) relating to Company Intellectual Property (including license, development or similar agreements); (v) under which it the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than for borrowed money in excess of $25,000 10,000, or under which it has imposed (there is or may impose) be imposed a Security Interest security interest or other Lien on any of its assets, whether tangible or intangible; intangible (v) any agreement concerning confidentiality other than security interests or noncompetitionLiens granted in favor of Buyer); (vi) establishing or maintaining any employment partnership, joint venture or consulting agreementstrategic alliance; (vii) concerning any agreement involving any officer, director confidentiality or stockholder non-solicitation obligations of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofCompany; (viii) under which the Company is restricted from carrying on its business or any agreement part thereof, or from competing in any line of business or with any Person; (ix) with officers, directors, employees or consultants of the Company, in each case involving payments by the Company in excess of $10,000 per annum; (x) involving any Affiliates of the Company; (xi) under which the consequences of a default or termination would reasonably be expected to have have, a Company Material Adverse Effect; (ixxii) any agreement under which contains any provisions requiring the Company will (A) receive aggregate payments from customers, (B) make aggregate payments to vendors or any Subsidiary other suppliers or (C) make or receive aggregate payments to indemnify or from any other party thereto Persons, in each case in excess of $10,000 per annum; (excluding indemnities contained in agreements for the purchase, sale xiii) which is not terminable on sixty (60) or license of products entered into in the Ordinary Course of Business)fewer days’ notice without cost or penalty; and (xxiv) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course ordinary course of Businessbusiness and not otherwise disclosed on Schedule 4.10(a) in response to any of the foregoing clauses; and The Company has delivered to Buyer true, correct and complete copies of each Contract in existence as of the date hereof. To the extent that written Contracts do not exist, the Company has delivered to Buyer accurate summaries of the material terms and conditions of such oral Contracts. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedExcept as disclosed on Schedule 4.10(b), and except as set forth in Section 2.13 of the Disclosure Schedule: (i) each Contract existing as of the agreement date hereof is a legal, validvalid and binding obligation of the Company, enforceable against the Company in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability), and (ii) to the Knowledge of the Company, each Contract existing as of the date hereof is a legal, valid and binding obligation of the other parties thereto, enforceable against the other parties in accordance with its terms (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability) and enforceable and is in full force and effect; (ii) . The Company is and, to the agreement will continue Knowledge of the Company each other party to be legaleach Contract existing as of the date hereof are, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance compliance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreementthereof, and no default or event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractthereto exists thereunder.

Contracts. (a) Section 2.13 2.14 of the Disclosure Schedule lists the following agreements (written or oral) material Contracts to which the Company any Business Subsidiary or any Operating Subsidiary is a party party, as of the date of this Agreement:Agreement pursuant to which they have any rights or obligations as of the date hereof (each such Contract, and each material Lease, each material Contract for Business Intellectual Property (other than licenses for off-the-shelf software, “shrink-wrap” and “clickwrap” licenses) and each material Government Contract, a “Material Contract”): (i) any agreement (or group of related agreements) each Contract for the lease of personal property from or to third parties providing for lease requiring annual payments in excess of $25,000 per annum or having a remaining term longer than 12 months200,000; (ii) any agreement (or group of related agreements) each Contract for the purchase or sale of products or for the furnishing or receipt of services which involves annual payments in excess of $200,000; (iii) each Contract with any customer of the Business that accounted for more than $1,000,000 of gross sales of the Business for the year ended December 31, 2004; (iv) each Contract with (A) which calls any customer of the Business that accounted for performance over a period of more than one year$1,000,000 of gross sales of the Business for the year ended December 31, (B) which involves more than the sum of $25,000, or (C) 2004 in which the Company any Business Subsidiary or any Operating Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; and (iiiB) any agreement which, to the knowledge of the CompanySellers (including, establishes for this purpose only, inquiry of each country manager (or equivalent position) of each Business Subsidiary and each Operating Subsidiary), any other customer of the Business which is also a partnership customer of the Buyer listed in the Buyer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 in which any Business Subsidiary or joint ventureOperating Subsidiary has granted “most favored nation” pricing provisions; (ivv) each Contract concerning the establishment or operation of a partnership, joint venture or limited liability company, but excluding any agreement such Contract with an Affiliate that shall be terminated in accordance with the provisions of Section 4.10 hereof; (or group of related agreementsvi) each Contract under which it any Business Subsidiary or Operating Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness Indebtedness (including capitalized lease obligationsother than intercompany Indebtedness) involving more than $25,000 or under which it any Business Subsidiary or Operating Subsidiary has imposed (or may impose) granted a Security Interest (other than in respect of intercompany Indebtedness) on any of its material assets, tangible or intangible, other than any Permitted Security Interest or purchase money security interest of $200,000 or less (or similar arrangement under foreign law); (vvii) each Contract for the disposition of any agreement concerning confidentiality material portion of the assets or noncompetitionbusiness of any Business Subsidiary or Operating Subsidiary (other than sales of services in the Ordinary Course of Business and the disposition of other assets no longer used in the Business in the Ordinary Course of Business) and each Contract for the acquisition of the assets or business of any other entity entered into after December 31, 2001; (viviii) each Contract (A) with any customer of the Business that accounted for more than $1,000,000 of gross sales of the Business for the year ended December 31, 2004 containing a noncompetition obligation, (B) with any other customer of the Business containing a noncompetition obligation, which noncompetition obligation may not be terminated without penalty effective on a date that is within three (3) months or less after notice or (C) with respect to any Business Intellectual Property containing a noncompetition obligation that would limit the right of the Buyer or any of its Affiliates or any Business Subsidiary or Operating Subsidiary to freely engage in the Business, which noncompetition obligation may not be terminated without penalty effective on a date that is within three (3) months or less after notice; (ix) each Contract, other than a customer Contract, concerning confidentiality, noncompetition, non-solicitation or non-hiring not entered into in the Ordinary Course of Business which is in effect on the date of this Agreement; (x) any employment or consulting agreementContract requiring annual payments by a Business Subsidiary or Operating Subsidiary in excess of $100,000 or otherwise entered into outside of the Ordinary Course of Business; (viixi) each settlement Contract, compromise Contract or release of claims entered into within one (1) year prior to the date of this Agreement with any agreement involving current or former Business Employee, executive officer or director of any officerBusiness Subsidiary or Operating Subsidiary requiring a payment in excess of $100,000 to such Business Employee, director executive officer or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofdirector; (viiixii) each Contract which contains any agreement provisions requiring any Business Subsidiary or Operating Subsidiary to indemnify any other party (excluding indemnities contained in such Business Subsidiary’s or Operating Subsidiary’s standard terms and conditions for services entered into in the Ordinary Course of Business, in any employment or consulting Contract entered into in the Ordinary Course of Business, and other Contracts entered into in the Ordinary Course of Business); (xiii) each Contract with language vendors (whether individuals or entities), with a term equal to or greater than one (1) year that are not cancellable without penalty on sixty (60) days or less advance notice and require payments in excess of $100,000; (xiv) each other Contract (or group of related Contracts) requiring annual payments by a Business Subsidiary or Operating Subsidiary in excess of $200,000 not entered into in the Ordinary Course of Business; and (xv) each Contract not listed in items (i) through (xiv) above under which which, to the knowledge of the Sellers, the consequences of a default or termination would reasonably be expected to have a Company Business Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company Parent has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement Contract listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement Contract so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement Contract is legal, valid, binding and enforceable and in full force and effecteffect against the applicable Business Subsidiary or Operating Subsidiary, and, to the knowledge of the Sellers, against each other party thereto, except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and to general equitable principles; (ii) the agreement Contract will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof (subject to any change in control provisions set forth therein) as in effect immediately prior to the ClosingClosing except for Contracts terminated prior to the Closing in accordance with their terms; and (iii) neither the Company nor any no Business Subsidiary or Operating Subsidiary nor, to the knowledge of the CompanySellers, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanySellers, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Business Subsidiary, Operating Subsidiary or, to the knowledge of the CompanySellers, any other party under such contractagreement, other than any such breaches, violations or defaults which would not reasonably be expected to have a Business Material Adverse Effect.

Contracts. (a) Except for the Contractual Obligations disclosed in Section 2.13 3.17 of the Sellers’ Disclosure Schedule lists the following agreements (written Schedules or oral) to which the those Contractual Obligations that are Excluded Assets, no Company Related Entity is bound by or any Subsidiary is a party as of the date of this Agreementto: (i) any agreement Contractual Obligation (or group of related agreementsContractual Obligations) for the lease purchase, sale, construction, repair or maintenance of personal property from inventory, raw materials, commodities, supplies, goods, products, equipment or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products other property, or for the furnishing or receipt of services (A) services, in each case, the performance of which calls for performance by the Company will extend over a period of more than one yearyear after the Closing or which provides for (or would be reasonably expected to involve) annual payments to or by the Company, after the Closing, in excess of $25,000 or aggregate payments to or by the Company in excess of $25,000; (ii) any Contractual Obligation of the Company relating to the acquisition or disposition by the Company of (A) any business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (B) which involves more any material Asset (other than in the sum Ordinary Course of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyBusiness); (iii) any agreement which, to the knowledge Contractual Obligation of the CompanyCompany concerning or consisting of a partnership, establishes a partnership limited liability company, joint venture or joint venturesimilar agreement; (iv) any agreement Contractual Obligation under which the Company has permitted any Asset to become Encumbered (or group of related agreementsother than by a Permitted Encumbrance); (v) any Contractual Obligation (A) under which it the Company has created, incurred, assumed or guaranteed any Debt or (or may create, incur, assume or guaranteeB) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it any other Person has imposed (or may impose) a Security Interest on guaranteed any Debt of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionthe Company; (vi) any employment Contractual Obligation containing covenants that in any way purport to (A) restrict any business activity (including the solicitation, hiring or consulting agreementengagement of any Person or the solicitation of any customer) of the Company or any Principal or (B) limit the freedom of the Company or any Principal to engage in any line of business or compete with any Person; (vii) any agreement involving any officer, director or stockholder of Contractual Obligation under which the Company is, or may become, obligated to incur any affiliate, as defined in Rule 12b-2 under severance pay or Compensation obligations that would become payable by reason of this Agreement or the Exchange Act Contemplated Transactions (an “Affiliate”without giving effect to Section 6.08 or the last sentence of Section 6.09), thereof; (viii) any agreement Contractual Obligation under which the consequences of a default Company is, or termination would reasonably be expected may, have any Liability to have a Company Material Adverse Effectany investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s, or similar fees or expenses) in connection with this Agreement or the Contemplated Transactions; (ix) any agreement which contains Contractual Obligation providing for the employment of or provision of services on an independent contractor or consultancy basis by any provisions Person on a full-time, part-time, consulting or other basis or otherwise providing Compensation or other benefits to any officer, director, employee, independent contractor or consultant (other than a Company Plan) to the Company; (x) any agency, dealer, distributor, sales representative, marketing or other similar Contractual Obligation; (xi) any custody, transfer agent, shareholder service, administrative, accounting (other than engagement letters in connection with routine audits) and similar Contractual Obligation (other than any Client Contract); (xii) any Contractual Obligation requiring the Company (A) to co-invest with any other Person, (B) to provide seed capital or similar investment or (C) to invest in any investment product (including any CLO); (xiii) any Contractual Obligation that contains (A) a “clawback” or similar undertaking requiring the contribution, reimbursement or refund by the Company, the Principals or the Sellers of any prior distribution, return of capital or fees (whether performance based or otherwise) paid to any such Person in respect of any Client or (B) a “most favored nation” or similar provision, in each case other than any such Contractual Obligations entered into by any CLO with respect to its investments; (xiv) any Contractual Obligation that contains (A) key person provisions pertaining to employees of the Company or (B) any of the following rights provided to an investor with respect to a Client managed, advised or sub-advised by the Company: (1) special withdrawal or redemption rights, (2) designation rights regarding advisory board or similar provisions, (3) anti-dilution rights or (4) special notice or reporting requirements imposing any material burden or expense on the Company; (xv) any placement agent agreement, or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements Contractual Obligation for the purchasedistribution or sale of Equity Interests or Debt Interests of a CLO; (xvi) any side letter with any Client or any investor in any CLO; (xvii) any outstanding general or special powers of attorney executed by or on behalf of the Company; (xviii) any Contractual Obligation, sale relating to the lease or license of products entered into any Asset, including Company Technology and Company Intellectual Property Rights (and including all customer license and maintenance agreements); (xix) any Contractual Obligation under which any Company Related Entity has advanced or loaned an amount to any of its Affiliates (other than portfolio companies of the CLOs) or employees other than in the Ordinary Course of Business; (xx) any Contractual Obligation between any Company Related Entity, on the one hand, and any Seller or any Principal (or Affiliate (other than the Company, the CLOs or any portfolio company of any CLO) or Family Member thereof), on the other hand, that will continue in effect after the Closing; and (xxxi) any other agreement Contractual Obligation (or group other than those listed on Section 3.17 of related agreementsthe Sellers’ Disclosure Schedules in response to any of clause (i) either involving more than $25,000 or not through (xx) above) that is material to the Company Related Entities (excluding, for the avoidance of doubt, any Contractual Obligations entered into in the Ordinary Course of Business. (b) by any CLO with respect to its investments). The Company has delivered or made available to the Parent a Buyer accurate and complete and accurate copy copies of each agreement written Contractual Obligation listed in on Section 2.13 3.17 of the Sellers’ Disclosure ScheduleSchedules, in each case, as amended or otherwise modified and in effect. With respect The Company has delivered to each agreement so listed, and except as set Buyer a written summary setting forth in Section 2.13 all of the Disclosure Schedule: (i) the agreement is legal, valid, binding material terms and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge conditions of each oral Contractual Obligation listed on Section 3.17 of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractSellers’ Disclosure Schedules.

Contracts. (a) Section 2.13 Schedule 5.11(a) to the applicable Acquired Companies Annex sets forth a list of the Disclosure Schedule lists the following agreements (written or oral) Contracts to which the an Acquired Company or any Subsidiary is a party as of or by which the date of this Agreement:Acquired Company may be bound (the “Material Contracts”): (i) any agreement (or group of related agreements) Contracts for the lease future purchase, exchange or sale of personal property from electric power or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsancillary services; (ii) any agreement (or group of related agreements) Contracts for the purchase or sale future transmission of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyelectric power; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint ventureinterconnection Contracts; (iv) other than Contracts of the nature addressed by Section 5.11(a)(i) - (iii) and the Land Contracts, Contracts (A) for the sale of any agreement asset or (B) that grant a right or group option to purchase or sell any asset, other than in each case Contracts relating to assets with a value of related less than Five Hundred Thousand Dollars ($500,000); (v) other than Contracts of the nature addressed by Section 5.11(a)(i) - (iv) and the Land Contracts, Contracts for the future receipt of any assets or services requiring payments in excess of Five Hundred Thousand Dollars ($500,000) for each individual Contract; (vi) Contracts that purport to limit such Acquired Company’s freedom to compete in any line of business or in any geographic area; (vii) partnership, joint venture or limited liability company agreements; (viii) Contracts under which it has created, incurred, assumed or guaranteed (any outstanding indebtedness for borrowed money or may create, incur, assume or guarantee) indebtedness (including any capitalized lease obligations) involving more than $25,000 obligation, or under which it has imposed (or may impose) a Security Interest security interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectsecurity interest secures outstanding indebtedness for borrowed money; (ix) any agreement which contains any provisions requiring the Company outstanding agreements of guaranty, surety or any Subsidiary to indemnify any other party thereto indemnification (excluding indemnities contained indemnification provisions customarily included in agreements for the purchase, sale or license of products Contracts entered into in the Ordinary Course of Business), direct or indirect, by such Acquired Company; (x) Contracts for employment, management or consulting services providing annual compensation in excess of Two Hundred Fifty Thousand Dollars ($250,000) and which are not cancelable by such Acquired Company on notice (and without penalty) of ninety (90) days or less; (xi) all Contracts with respect to the purchase, issuance, transfer or Encumbrance of the membership interests of the Acquired Companies; and (xxii) all Contracts with Seller or any Affiliate of Seller, on the one hand, and any Acquired Company, on the other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Businesshand. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except Except as set forth in Section 2.13 on Schedule 5.11(b) to the applicable Acquired Companies Annex, Seller has provided Purchaser with, or access to, copies of all Material Contracts. (c) Except as set forth on Schedule 5.11(c) to the applicable Acquired Companies Annex, each of the Disclosure Schedule: (i) the agreement Material Contracts, in all material respects, is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following and constitutes a valid and binding obligation of the Closing in accordance with Acquired Company party thereto and, to Seller’s Knowledge, of the terms thereof other parties thereto. (d) Except as in effect immediately prior set forth on Schedule 5.11(d) to the Closing; and (iii) neither the applicable Acquired Companies Annex, no Acquired Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, in any such agreementmaterial respect under any Material Contract, and to Seller’s Knowledge, no event has occurred, is pending or, other party to the knowledge any of the Company, Material Contracts is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a in breach or default by the Company or in any Subsidiary or, to the knowledge of the Company, any other party under such contractmaterial respect thereunder.

Contracts. (a) Except for this Agreement, the Asset Exchange Agreement and the Omnibus Termination Agreement, the other agreements executed contemporaneously herewith or therewith and Contracts listed on Section 2.13 3.15(a) of the Company Disclosure Schedule lists Letter, and except as filed with the following agreements SEC, as of the date hereof, neither the Company nor any of the Company Subsidiaries is a party to or is bound by any Contract that: (written i) is filed or oralrequired to be filed by the Company as a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act); (ii) relates to any partnership, joint venture, co-investment, limited liability, strategic alliance or similar agreement involving the Company or any Company Subsidiary (other than any such agreement solely between or among the Company and its Subsidiaries); (iii) contains any non-compete, exclusivity, “most favored nations” or other similar provision that limits or purports to limit, in any material respect, either the type of business in which the Company or any Company Subsidiary (or, after giving effect to the Mergers, Parent or its Subsidiaries) may engage, the terms or conditions the Company or any Company Subsidiary (or, after giving effect to the Mergers, Parent or its Subsidiaries) can offer to any other Person, or the geographic area in which the Company or any Company Subsidiary (or, after giving effect to the Mergers, Parent or its Subsidiaries) may so engage; (iv) involves any pending or future acquisition or disposition of (A) real property or real property interest or (B) except as in the ordinary course of business consistent with past practice, any material personal property, in each case, with a fair market value in excess of $1,000,000; (v) involves any pending or contemplated merger, consolidation or similar business combination transaction with the Company or any of the Company Subsidiaries; (vi) by its terms obligates the Company or any Company Subsidiary to make expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) or entitled to payments (A) in excess of $1,000,000, in any 12-month period or (B) in excess of $2,000,000 in the aggregate over the term of such Contract; (vii) relates to the settlement or proposed settlement of any dispute or Action in which the amount to be paid in settlement involves (A) the issuance of any securities by the Company or any Company Subsidiary or (B) the payment of any cash or other consideration having a value, in each case, of more than $1,000,000; (viii) contains a standstill or similar Contract pursuant to which the Company or any Company Subsidiary has agreed not to acquire assets or securities of any other Person; (ix) is a party as of the date type that is or would be required to be disclosed under Item 404 of this Agreement:Regulation S-K under the Securities Act; (ix) any agreement (or group of related agreements) for involves the lease by the Company or any Company Subsidiary (as lessors) of personal property from any Retained Assets; (xi) was entered into with any Company Subsidiary or any other Person in which the Company holds, directly or indirectly, any ownership interest which relates to third parties providing for the rights of the Company with respect to voting, rights of first offer, rights of first refusal or other similar rights regarding equity interests in such Person; (xii) evidences a capitalized lease payments obligation in excess of $25,000 per annum 5,000,000, or having a remaining term longer that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage, suretyship, “keep well” or other agreement providing for or guaranteeing indebtedness of any Person in excess of $5,000,000 (other than 12 monthssurety or performance bonds, letters of credit or similar agreements entered into in the ordinary course of business consistent with past practice in each case to the extent not drawn upon), except for any Contract solely among or between the Company and any Company Subsidiary; (iixiii) contains restrictions on the ability of the Company, the Partnership or any agreement Company Subsidiary to pay dividends or other distributions (other than pursuant to the Company Charter, Company Bylaws, the Partnership Agreement or group any Existing Loan Document); (xiv) purports to bind Affiliates of related agreements) for the purchase or sale of products or for the furnishing or receipt of services Company (A) which calls for performance over a period of more other than one year, (B) which involves more than the sum of $25,000, or (Cany Company Subsidiary) in any material respect, excluding any Contracts where such Affiliates of the Company are also parties to such Contracts; (xv) contains a put, call or similar right pursuant to which the Company or any Company Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a minimum quantity fair market value or purchase price of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000,000, or under which it has imposed constitutes an interest rate cap, interest rate collar, interest rate swap or other Contract relating to a hedging transaction. Each such Contract described in clauses (or may imposei) through (xv) above is referred to herein as a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “AffiliateMaterial Contract.”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent a complete Each Material Contract is valid and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by on the Company or any the Company Subsidiary orparty thereto and, to the knowledge of the Company, any other party thereto, and is in full force and effect, except for such failures to be valid and binding or to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the Company, or the Company Subsidiary party thereto, has performed all obligations required to be performed under such contractMaterial Contracts prior to the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no default under any Material Contract by the Company or any Company Subsidiary party thereto or, to the knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any Company Subsidiary party thereto or, to the knowledge of the Company, by any other party thereto. Neither the Company nor any Company Subsidiary has given or received notice of any violation or default under any Material Contract, except for violations or defaults that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) The Company has made available to Parent prior to the date of this Agreement, accurate and complete copies of all written Material Contracts, including all amendments thereto as in effect as of the date of this Agreement. (d) Neither the Company nor any of the Company Subsidiaries is a party to or bound by any material Government Contracts.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest security interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”), thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the aggregate for all projects); (ix) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixx) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course ordinary course of Businessbusiness); and; (xxi) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course ordinary course of Businessbusiness; and (xii) any agreement, other than as contemplated by this Agreement, relating to the sales of securities of the Company to which the Company is a party. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, would constitute a material breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 2.14 of the Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 10,000 per annum or having a remaining term longer than 12 months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,00010,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “"most favored nation” " pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture, or any business arrangement for the distribution or development of products; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 10,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition, excluding the Company's standard form of Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to the Buyer pursuant to Section 2.19 hereof; (vi) any employment or consulting agreement, excluding the Company's standard form of Nondisclosure and Noncompete Agreement entered into with each employee and consultant of the Company and provided to the Buyer pursuant to Section 2.19 hereof; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliateaffiliate (an "Affiliate"), as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (an “Affiliate”the "Exchange Act"), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 10,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 or Section 2.14 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and binding, in full force and effecteffect and enforceable by the Company in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and rules of law governing injunctive relief and other equitable remedies; (ii) subject to the giving of notices and receipt of consents set forth in Section 2.4 of the Disclosure Schedule, the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing (unless the agreement would, by its express terms, expire prior to the Closing) and the consummation of the transactions contemplated hereby will not cause a default under or result in the acceleration of the obligations under the agreement; and (iii) neither the Company nor any Subsidiary is not, nor, to the knowledge of the Company, is any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, subject to any conflicts, breaches, violations or defaults which, individually or in the aggregate, has not had and would not be reasonably likely to have a Company Material Adverse Effect.

Contracts. (a) Section 2.13 3.14(a) of the Disclosure Schedule lists the following agreements (written other than those agreements which have been terminated with no ongoing obligations other than confidentiality or oralpublicity) in favor of the Company (each a “Contract”) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess which involves more than the sum of $25,000 per annum or having a remaining term longer than 12 months100,000; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000100,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, milestone or similar payments by the Company with respect to the knowledge development or sale of the Companyany product or use of Intellectual Property, establishes a partnership or joint venturein each case providing for payments of more than $50,000; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (vvi) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetition; business of the Company or any Subsidiary (viother than sales of products in the Ordinary Course of Business) or any employment agreement for the acquisition of the assets or consulting agreementbusiness of any other Person (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any agreement concerning confidentiality, noncompetition or non-solicitation (excluding any confidentiality agreements with consultants, service providers, suppliers or employees of the Company or any Subsidiary containing terms and conditions set forth in the Company’s or the applicable Subsidiary’s standard form of agreement, copies of which have previously been, or in the case of those Contracts indicated in Section 3.14(a)(vii) of the Disclosure Schedule, will prior to the Closing Date be, delivered or made available to the Buyer); (viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance) or retention agreement, other than offer letters with employees (the form of which has been made available to the Buyer) providing for “at will” employment in the form used by the Company or any Subsidiary in the Ordinary Course of Business; (ix) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (x) any agreement involving any current or former officer, director or stockholder of the Company or any affiliateAffiliate thereof, other than as defined in Rule 12b-2 mentioned under the Exchange Act (an “Affiliate”), thereofviii) above; (viiixi) any agreement not otherwise listed in Section 3.14(a) of the Disclosure Schedule under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixxii) any agency, distributor, sales representative, franchise or similar agreements to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound; (xiii) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xiv) any agreements relating to grants, funding or other forms of assistance, including loans with interest at below market rates, received by the Company or any of its Subsidiaries from any Governmental Entity; (xv) any agreement that would reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Company or any of the Subsidiaries or the Buyer or any of its subsidiaries as currently conducted and as currently proposed to be conducted; (xvi) the agreements listed in Sections 3.13(h) and 3.13(i) of the Disclosure Schedule; and (xxvii) any other agreement (or group of related agreements) either involving more than $25,000 100,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure ScheduleContract (as amended to date). With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure ScheduleContract: (i) the agreement Contract is legal, valid, binding and enforceable enforceable, subject to Applicable Bankruptcy Laws, and in full force and effecteffect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Warrantors’ Knowledge, against each other party thereto; (ii) the agreement Contract will continue to be legal, valid, binding and enforceable enforceable, subject to Applicable Bankruptcy Laws, and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Warrantors’ Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither none of the Company nor Company, any Subsidiary noror, to the knowledge Knowledge of the CompanyWarrantors, any other party, is in breach or violation of, or default under, any such agreementContract, and no event has occurred, is pending or, to the knowledge Knowledge of the CompanyWarrantors, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or Company, any Subsidiary or, to the knowledge Knowledge of the CompanyWarrantors, any other party under such Contract. (c) Neither the Company nor any Subsidiary is a party to any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 3.14(a) of the Disclosure Schedule under the terms of Section 3.14(a). Neither the Company nor any Subsidiary is a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, or to result in, a loss, (ii) that is of an onerous or unusual nature, or (iii) for which the customer has already been billed or paid that have not been fully accounted for on the Most Recent Balance Sheet.

Contracts. 14.1 For the purposes of this Schedule 3, the following agreements, to the extent that a Group Company is a party thereto, are “Material Contracts”: (a) Section 2.13 agreements which restrict, or would restrict following Completion, the freedom of the Disclosure Schedule lists Purchaser Group (including the following agreements (written or oralGroup) to which the Company or carry on its business in any Subsidiary is a party as part of the date world in such manner as it thinks fit, and which are incapable of this Agreement:termination without material compensation by a Group Company at its discretion on fewer than six months’ unilateral notice; (b) agreements which are a joint venture, consortium, partnership, other unincorporated association or profit (or loss) sharing agreement; (c) agreements which set out the principal terms of the management or governance of each of the Funds to which any Group Company is party; (d) agreements under which any Group Company has sold or disposed of any company or business where it remains subject to any material liability (whether contingent or otherwise); (e) agreements which involve or are likely to involve expenditure by any Group Company, or payments to any Group Company, totalling in excess of US$ 2 million per annum; (f) agreements which are not on arm’s lengths terms which involve or are likely to involve expenditure by any Group Company, or payments to any Group Company, totalling in excess of US$ 1 million per annum; (g) agreements which include a guarantee, indemnity or other agreement given by any Group Company securing an obligation (in an amount in excess of US$ 1 million) of a person other than a Group Company, except in the ordinary course of business; or (h) agreements under which, by virtue of the Transaction, (i) any agreement other party is likely to be relieved of any material obligation or become entitled to exercise any material right (including any termination or group of related agreements) for the lease of personal property from pre-emption right or to third parties providing for lease payments in excess of $25,000 per annum other option); or having a remaining term longer than 12 months; (ii) any agreement (Group Company is likely to be in default or group of related agreements) for the purchase lose any material benefit, right or sale of products licence which it currently enjoys; or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) a material liability or obligation of a Group Company is likely to be created or increased. 14.2 True and accurate copies of all Material Contracts as at the date hereof have been disclosed in the Data Room. 14.3 All of the Material Contracts are currently in force, and so far as the Seller is aware binding and enforceable. 14.4 No Group Company nor, so far as the Seller is aware, any agreement third party is in material default under any Material Contract. 14.5 There are no circumstances which, to with notice and/or lapse of time, even taking into account the knowledge completion of the Transaction, would be a material breach of any Material Contract by a Group Company or a breach that would give to others any rights of termination or rescission of, material amendment of, or acceleration of material obligations under any Material Contract. 14.6 No notice of termination or of intention to terminate has been received in respect of any Material Contract. 14.7 No Group Company has received, or given, any written notice relating to a Material Contract: (a) asserting that there is any outstanding material breach by any Group Company of its obligations under that Material Contract; (b) alleging that such Material Contract is not valid and subsisting; or (c) seeking, or notifying of its intention, to effect any termination or amendment of a Material Contract. 14.8 All the related party transactions between a Group Company, establishes a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has createdon one hand, incurredand the Seller Group, assumed or guaranteed (or may createon the other hand, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetition; (vi) any employment or consulting agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products are entered into in the Ordinary Course ordinary course of Business); and (x) any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Businessbusiness and on arms’ length terms. (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract.

Contracts. (a) Section 2.13 2.13(a) of the Disclosure Schedule lists the following agreements (written or oral) currently in effect (either in whole or in part, including agreements with ongoing post-termination “tails” and ongoing post-termination obligations) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of twenty-five thousand dollars ($25,000 25,000) per annum or having a remaining term longer than 12 six (6) months; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one (1) year, (B) which involves more than the sum of twenty-five thousand dollars ($25,000), or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, to the knowledge of milestone or similar payments by the Company, establishes a partnership or joint venture; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Company has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality or noncompetitionIndebtedness; (vi) any employment agreement for the disposition of any significant portion of the assets or business of the Company (other than sales of products in the Ordinary Course of Business) or any agreement for the acquisition of the assets or business of any other entity (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any employment, independent contractor or consulting agreement; (viiviii) any agreement, plan, or program providing for severance, retention payments, change in control payments or transaction-based bonuses; (ix) any agreement with a third party concerning Intellectual Property developments, confidentiality, non-competition and/or non-solicitation; (x) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (xi) any agreement with any professional employer organization or similar arrangements; (xii) any agreement involving any current or former officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viiixiii) any agreement under which the consequences of a default or termination would reasonably be expected in the future to have a Company Material Adverse Effectbe material to the Company; (ixxiv) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party; (xv) any agreement relating to the research, development, commercialization, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products, product candidates (including the Product) or devices in development by or which has been or which is being researched, developed, marketed, distributed, supported, sold or licensed out, in each case by or on behalf of the Company; (xvi) any agreement that purports to bind or otherwise could bind any Affiliate of the Buyer or any of its subsidiaries (other than the Company) in any way, including prohibiting such Affiliate from engaging in any business that they would otherwise have been permitted to engage in; (xvii) any agreement under which the Company is restricted or prohibited from selling, licensing or otherwise distributing any of its technology or products, or providing services to, customers or potential customers or any class of customers, or otherwise engaging in a material aspect of its business, in any geographic area, during any period of time or with any Person, or any segment of the market or line of business; (xviii) any agreement which would entitle any third party thereto (excluding indemnities contained in agreements for to receive a license or any other right to Intellectual Property of the purchase, sale Buyer or license any of products entered into in the Ordinary Course of Business)Buyer’s Affiliates following the Closing; and (xxix) any other agreement (or group of related agreements) either involving more than twenty-five thousand dollars ($25,000 25,000) or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of (i) each agreement listed in Section 2.11, Section 2.12 or Section 2.13 of the Disclosure ScheduleSchedule and (ii) a complete and accurate list of any offer letters for current employees issued by the Company, and a copy of any such offer letter has heretofore been provided to the Buyer. With respect to each agreement so listed or required to be listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (iA) the agreement is legal, valid, binding and enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiB) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contractagreement; and (C) such agreement will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.

Contracts. (aSection 2(j) Section 2.13 of the Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (written or oralother than with advertisers for the sale of air time which are listed in Section 2(r) of the Disclosure Schedule) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 1,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, (B) which year or involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or consulting severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have a Company Material Adverse Effectan adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Station; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (xviii) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 2(j) of the Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is legal, valid, binding and enforceable binding, enforceable, and in full force and effect; (iiB) the agreement written arrangement will continue to be legal, valid, binding binding, and enforceable and in full force and effect immediately on identical terms following the Closing in accordance with (if the terms thereof as in effect immediately prior arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(j) of the Disclosure Schedule under the terms of this Section 2(j). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(j) of the Disclosure Schedule or any Subsidiary or, to the knowledge other contracts or agreements of the CompanySeller. No advertiser of the Station has indicated to Seller within the past year that it will stop, any other party under such contractor decrease the rate of, buying services from them.

Contracts. (a) Section 2.13 Each Assignor has provided to Lone Star or has given Lone Star access to accurate and complete copies of the Disclosure Schedule lists all of the following agreements (written or oral) documents to which the Company or any Subsidiary such Assignor is a party as subject and each of the date of this Agreement: which is listed on Schedule 3.1(m): (i) any agreement lease (whether of real or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 months; property); (ii) any agreement (or group of related agreements) for the purchase of materials, supplies, goods, services, equipment, or sale of products or for the furnishing or receipt of services other assets (A) which calls providing for performance over a period annual payments by such Assignor of more than one year$10,000 or more, (B) which involves more than the sum providing for aggregate payments by such Assignor of $25,00025,000 or more, or (C) in which the Company not terminable on thirty (30) days or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; less notice without penalty; (iii) any agreement whichpartnership, to the knowledge of the Company, establishes a partnership or joint venture; , or other similar agreement or arrangement; (iv) any agreement (instruments or group documents evidencing the issuance of related agreements) under which it has createdany equity securities, incurredwarrants, assumed rights or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any options to purchase equity securities of its assets, tangible or intangible; such Assignor; (v) any agreement concerning confidentiality or noncompetition; management agreements; (vi) any employment instruments or consulting agreement; documents evidencing or relating to Indebtedness, or guarantees of Indebtedness by such Assignor, and any security interest granted by such Assignor with respect thereto; (vii) any agreement involving any officeroption, director license, franchise, or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; similar agreement; (viii) any agreement under which the consequences of a default agency, dealer, sales representative, marketing, or termination would reasonably be expected to have a Company Material Adverse Effect; other similar agreement; (ix) any agreement which contains that limits the freedom of any provisions requiring Assignor to compete in any line of business or with any Person or in any area that would limit the Company freedom of Assignee or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for Affiliate of Assignee after the purchase, sale or license of products entered into in the Ordinary Course of Business)Closing Date; and (x) any agreement with a holder of any Assignor's capital stock; (xi) any agreement with any director or officer of any Greenbriar Party; or (xii) any other agreement (agreement, commitment, arrangement, or group of related agreements) either involving more than $25,000 or plan not entered into made in the Ordinary Course ordinary course of Business. (b) The Company has delivered or made available business. All such agreements, arrangements, commitments, guarantees and other instruments are legal, valid and binding obligations of such Assignor, and to the Parent a complete and accurate copy of each agreement listed in Section 2.13 such Assignor's knowledge, of the Disclosure Schedule. With respect to each agreement so listedother parties thereto, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with their terms; all payments required to be made thereunder have been made by the terms thereof as in effect immediately prior parties required to do so, except to the Closingextent that any payments are being contested in good faith and are listed as such on Schedule 3.1(m); and (iii) neither the Company nor any Subsidiary norno defenses, to the knowledge of the Companyoffsets or counterclaims thereto have been asserted in writing, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Companysuch Assignor's knowledge, is threatenedmay be made by any party thereto other than such Assignor, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or nor has such Assignor waived any Subsidiary or, to the knowledge of the Company, any other party under such contractsubstantial rights thereunder.

Contracts. (a) Except as set forth in Section 2.13 4.15(a) of the Disclosure Schedule lists or as set forth in the following agreements (written or oral) to which the SEC Reports, no Acquired Company or any Subsidiary is a party as to any of the date of this Agreement:following (collectively, the “Material Contracts”): (i) any agreement (contract that involves the performance of services or group delivery of related agreements) for the lease of personal property from goods or materials by any Acquired Company that is reasonably expected to third parties providing for lease payments result in revenue to such Acquired Company in excess of $25,000 per annum or having a remaining term longer 50,000 in the twelve (12) month period following the Closing Date (other than 12 monthsopen purchase orders made in the ordinary course of business and distributor agreements that do not, by themselves, generate revenue); (ii) any agreement (or group of related agreements) for contract that involves the purchase or sale of products or for the furnishing or receipt performance of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000for, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity delivery of goods or services or has agreed materials to, any Acquired Company that is reasonably expected to purchase goods or services exclusively from a certain partyresult in expenditures by such Acquired Company in excess of $50,000 in the twelve (12) month period following the Closing Date (other than open sales orders made in the ordinary course of business); (iii) any agreement whichor contract for the employment of any Person on a full-time, to part-time, consulting or other basis (A) providing annual cash or other compensation in excess of $100,000, or (B) providing for the knowledge payment of any cash or other compensation or benefits upon the consummation of the Company, establishes a partnership or joint ventureContemplated Transactions; (iv) any agreement agreement, promissory note, loan agreement, guaranty or indenture relating to Indebtedness of any Acquired Company or the mortgaging or pledging of any asset of or that evidences any Lien (or group other than Permitted Liens) on the assets of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangibleAcquired Company; (v) any agreement concerning confidentiality that restricts any Acquired Company from (A) engaging in any aspect of the Business, (B) participating or noncompetitioncompeting in any line of business or market, (C) freely setting prices for its products, services or technologies (including most favored customer pricing provisions), (D) engaging in any business in any market or geographic area or that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party, or (E) soliciting potential suppliers or customers; (vi) any employment joint venture or consulting agreementpartnership agreement involving a sharing of profits, losses, costs or liabilities by any Acquired Company with any other Person; (vii) any agreement involving with any officerlabor union, director works council or stockholder similar labor organization, or any collective bargaining agreement or similar agreement with or regarding any of the Company or employees of any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereofAcquired Company; (viii) any agreement under which between or among any Acquired Company, on the consequences one hand, and any of a default the Acquired Companies’ respective officers, directors, employees or stockholders or any member of their immediate families, on the other hand (excluding, for the avoidance of doubt, agreements relating to the employment, engagement or termination would reasonably be expected to have a Company Material Adverse Effectof employees of the Acquired Companies); (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); andwith a Government Entity; (x) any lease or agreement under which any Acquired Company is (A) lessee of or holds or operates any tangible personal property owned by any other Person in which the aggregate annual rental payments exceed $50,000, or (B) lessor of or permits any other Person to hold or operate any tangible personal property owned by any Acquired Company in which the aggregate annual rental payments exceed $50,000; (xi) any agreement under which any Acquired Company licenses to or from another Person any Intellectual Property, other than “shrink wrap” and agreements under which commercially available, off-the-shelf software is licensed to such Acquired Company; or (xii) any other agreement that (A) is material to the conduct of the Business or group the absence of related agreementswhich would have a Material Adverse Effect and (B) either involving more than $25,000 is not terminable by the Acquired Companies on sixty (60) days’ or not entered into in the Ordinary Course of Businessless notice without penalty or cost to any Acquired Company. (b) The Company Seller has delivered or made available provided to the Parent Purchaser a true, correct and complete and accurate copy of each agreement listed in Section 2.13 written Material Contract and a written description of the Disclosure Schedulematerial terms of each oral Material Contract. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement Each Material Contract is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following and, assuming the Closing due execution by the other parties thereto, is a valid and binding obligation of the applicable Acquired Company, except to the extent any such Material Contract has expired or has been terminated in accordance with the its terms thereof and except as in effect immediately prior to the Closing; may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (iiiii) neither the applicable equitable principles (whether considered in a proceeding at law or in equity). No Acquired Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in material violation or breach or violation of, of or default under, under any such agreementMaterial Contract, and no to Seller’s Knowledge, the other parties to each Material Contract are not in material violation or breach of or default thereunder. No event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of noticeoccurred that, with notice or lapse of time, time or otherwiseboth, would constitute a material breach of or material default under any Material Contract by the any Acquired Company or any Subsidiary or, to the knowledge of the CompanySeller’s Knowledge, by any other party under such contractthereto. None of the counterparties to any Material Contract has notified Seller or any Acquired Company in writing that it intends to terminate, cancel or not renew any Material Contract.

Contracts. (aSection 2(k) Section 2.13 of the Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (written or oralother than with advertisers for the sale of air time which are listed in Section 2(s) of the Disclosure Schedule) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 1,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, (B) which year or involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or consulting severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Station; (viii) any written arrangement concerning a Company Material Adverse Effect;guaranty by the Seller of the obligations of any other party; or (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 2(k) of the Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is legal, valid, binding and enforceable binding, enforceable, and in full force and effect; (iiB) the agreement written arrangement will continue to be legal, valid, binding binding, and enforceable and in full force and effect immediately on identical terms following the Closing in accordance with (if the terms thereof as in effect immediately prior arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any Subsidiary or, to the knowledge other contracts or agreements of the CompanySeller. No advertiser of the Station has indicated within the past year that it will stop, any other party under such contractor decrease the rate of, buying services from them.

Contracts. (a) Section 2.13 2.14 of the Company Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing (A) which provides for lease payments in excess of $25,000 75,000 per annum or having (B) which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,00075,000, or (CB) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes is a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 75,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreementagreement which provides for payments in excess of $50,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent), thereof; (viii) any agreement or commitment for capital expenditures in excess of $25,000, for a single project (it being represented and warranted that the liability under which all undisclosed agreements and commitments for capital expenditures does not exceed $100,000 in the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectaggregate for all projects); (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company other than outstanding stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent ; and (xxi) any other agreement (or group of related agreements) either involving more than (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 75,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 2.14 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.14 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity; (ii) the agreement will continue to be legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity and will be in full force and effect immediately following the Closing Effective Time in accordance with the terms thereof as in effect immediately prior to the ClosingEffective Time; and (iii) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had a Company Material Adverse Effect.

Contracts. (aSection 4(m) Section 2.13 of the Disclosure Schedule lists the following agreements (contracts, agreements, Customer Contracts or Agreements and other written or oral) arrangements to which the Company or any Subsidiary Sigma6 is a party as of the date of this Agreementparty: (i) any written agreement (or group of related written agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 15,000 per annum or having a remaining term longer than 12 monthsannum; (ii) other than as referenced in paragraph (i) immediately preceding, any written agreement (or group of related written agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves Sigma6 reasonably projects will involve more than the sum of $25,000, 30,000 per annum or (C) in which $50,000 over the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity life of goods or services or has agreed to purchase goods or services exclusively from a certain partysuch agreement; (iii) any written agreement which, to the knowledge of the Company, establishes concerning a partnership or joint venture; (iv) any written agreement (or group of related written agreements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 15,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning written arrangement requiring confidentiality or noncompetitionnoncompetition other than agreements with customers, employees, licensors, vendors or subcontractors in the Ordinary Course of Business; (vi) any employment written arrangement with any of its directors, officers, or consulting agreement; (vii) any agreement involving any officeremployees, director or stockholder of the Company or any affiliate, of its Affiliates other than standard contracts for service as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement under which the consequences of a default employees or termination would reasonably be expected to have a Company Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into subcontractors in the Ordinary Course of Business); and (xvii) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 per annum or not entered into in the Ordinary Course of Business. (b) The Company . Sigma6 has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 4(m) of the Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed: (A) the written arrangement is legal, valid, binding, enforceable against Sigma6 and, to Sigma6 and Seller's Knowledge, the other parties thereto and in full force and effect, subject to the Equitable Exceptions; (B) except as set forth in Section 2.13 4(m) of the Disclosure Schedule: (i) , the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement written arrangement will continue to be legal, valid, binding and binding, enforceable and in full force and effect on identical terms immediately following the Closing in accordance with the terms thereof as in effect immediately prior Closing, subject to the Closing; Equitable Exceptions and if Newco performs thereunder and does not breach such agreement after the Closing Date, (iiiC) neither the Company Sigma6 is not, nor any Subsidiary nor, to the knowledge Knowledge of the Company, Sellers and Sigma6 is any other party, is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or except in the Company Ordinary Course of Business permit termination, modification, or any Subsidiary oracceleration, under the written arrangement; and (D) Sigma6 has not, nor to the knowledge Knowledge of the Company, Sellers and Sigma6 has any other party, repudiated any provision of the written arrangement. Sigma6 is not a party to any oral contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 4(m) of the Disclosure Schedule under such contractthe terms of this Section 4(m). No unfilled Customer Contract or Agreement obligating Sigma6 to perform services will result in a Material loss to Sigma6 upon completion of performance. Except as set forth in Section 4(m) of the Disclosure Schedule, Sigma6 has not been notified that any of its customers intends either to dispute charges under or to terminate early a Material Customer Contract or Agreement.

Contracts. (a) Section 2.13 2.15 of the Company Disclosure Schedule lists the following agreements (written or oral) to which the Company or any Company Subsidiary is a party as of the date of this Agreement:Agreement (other than the Transaction Documentation (as hereinafter defined)): (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing (A) which provides for lease payments in excess of $25,000 100,000 per annum or having and (B) which has a remaining term longer than 12 monthsmonths and is not cancellable without penalty by the Company on sixty (60) days or less prior written notice; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, is not cancellable without penalty by the Company on sixty (B60) which days or less prior written notice and involves more than the sum of $25,000100,000 per annum, or (CB) in which the Company or any Company Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement which, to the knowledge of the Company, establishes a partnership material joint venture or joint venturelegal partnership; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 100,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment agreement or consulting agreementagreement which provides for payments in excess of $250,000 per annum (other than employment or consulting agreements terminable on less than thirty (30) days’ notice); (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, affiliate (as defined in Rule 12b-2 under the Exchange Act Act) thereof (an “Affiliate”) (other than stock subscription, stock option, restricted stock, warrant or stock purchase agreements the forms of which have been made available to Parent), thereof; (viii) any agreement or commitment for capital expenditures in excess of $100,000, for a single project (it being represented and warranted that the liability under which all undisclosed agreements and commitments for capital expenditures does not exceed $500,000 in the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effectaggregate for all projects); (ix) any other agreement which contains required to be filed as an exhibit to the Super 8-K; (x) any provisions requiring agreement, other than as contemplated by this Agreement, relating to the future sales of securities of the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business)Company Subsidiary; and (xxi) any other agreement (or group of related agreements) either involving more than (A) under which the Company is obligated to make payments or incur costs in excess of $25,000 100,000 in any year or (B) not entered into in the Ordinary Course of Business, in each case which is not otherwise described in clauses (i) through (xi). (b) The Company has delivered or made available to the Parent a complete and accurate copy of each agreement listed in Section 2.13 2.15 of the Company Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 2.15 of the Company Disclosure Schedule: (i) the agreement is a legal, valid, binding and enforceable obligation of the Company and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will continue not, as a result of the execution and delivery by the Company of this Agreement or the Transaction Documentation, or the consummation by the Company of the transactions contemplated hereby or thereby, cease to be a legal, valid, binding and enforceable obligation of the Company, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or any Company Subsidiary or, to the knowledge of the Company, any other party under such contract, except for any breach, violation or default that has not had and would not reasonably be anticipated to have a Company Material Adverse Effect.

Contracts. (aSection 2(k) Section 2.13 of the Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (written or oralother than with advertisers for the sale of air time) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 1,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, (B) which year or involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, employment agreement, or consulting severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected could have an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; (viii) any arrangement with any third party under which it has created, incurred, assumed, or guaranteed an obligation to have a Company Material Adverse Effect;provide advertising or air time ("Advertising Contract"); or (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) The Company . Other than Advertising Contracts, the Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 2(k) of the Disclosure ScheduleSchedule (as amended to date). With Other than Advertising Contracts, with respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (iA) the agreement written arrangement is legal, valid, binding and enforceable binding, enforceable, and in full force and effect; (iiB) the agreement written arrangement will continue to be legal, valid, binding binding, and enforceable and in full force and effect immediately on identical terms following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiC) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company or written arrangement; and (D) no party has repudiated any Subsidiary or, to the knowledge provision of the Companywritten arrangement. The Seller is not a party to any verbal contract, any agreement, or other party arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under such contractthe terms of this Section 2(k). No advertiser of the Stations has indicated within the past year that it will stop, or decrease the rate of, buying services from them.

Contracts. (a) Section 2.13 3.13(a) of the Company Disclosure Schedule lists the following agreements (written or oraleach a “Contract”) to which the Company or any Subsidiary is a party as of the date of this Agreementparty: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000100,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any services, products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (iii) any agreement whichproviding for any royalty, to the knowledge of milestone or similar payments by the Company, establishes a partnership or joint venture; (iv) any agreement concerning the establishment or operation of a partnership, joint venture or limited liability company; (v) any agreement (or group of related agreements) under which it the Company or any Subsidiary has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness Indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest Lien on any of its assets, tangible or intangible; (vvi) any agreement concerning confidentiality for the disposition of any significant portion of the assets or noncompetition; business of the Company or any Subsidiary (viother than sales of products in the Ordinary Course of Business) or any employment agreement for the acquisition of the assets or consulting agreementbusiness of any other Person (other than purchases of inventory or components in the Ordinary Course of Business); (vii) any agreement involving any officerconcerning confidentiality, director noncompetition or stockholder non-solicitation (other than confidentiality agreements with customers of the Company or any affiliateSubsidiary or Company Employees set forth in the Company’s or the applicable Subsidiary’s standard terms and conditions of sale or standard form of employment agreement, as defined in Rule 12b-2 under copies of which have previously been delivered to the Exchange Act Buyer); (an “Affiliate”viii) any employment agreement, consulting agreement, severance agreement (or agreement that includes provisions for the payment of severance), change in control, or retention agreement; (ix) any settlement agreement or settlement-related agreement (including any agreement in connection with which any employment-related claim is settled); (x) any agreement involving any current or former officer, director or shareholder of the Company or any Affiliate thereof; (viiixi) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse Effect; (ixxii) any agency, distributor, sales representative, franchise or similar agreements to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound; (xiii) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products or services entered into in the Ordinary Course of Business); (xiv) any agreement that could reasonably be expected to have the effect of prohibiting or impairing the conduct of the business of the Company or any of the Subsidiaries or the Buyer or any of its subsidiaries as currently conducted and as currently proposed to be conducted; (xv) any agreement, contract, license, covenant, assignment, instrument or other arrangement required to be listed in Section 3.12 of the Company Disclosure Schedule; (xvi) any agreement that would entitle any third party to receive a license or any other right to Intellectual Property of the Buyer or any of the Buyer’s Affiliates (excluding the Company and the Subsidiaries) following the Closing; (xvii) any Contract relating to the research, development, clinical trial, manufacturing, distribution, supply, marketing or co-promotion of any products in development by or which has been or which is being marketed, distributed, supported, sold or licensed out, in each case by or on behalf of Company or any of its Subsidiaries; (xviii) any agreement that, following the Closing, would bind or purport to bind the Buyer or any of its Affiliates (excluding the Company and the Subsidiaries); and (xxix) any other agreement (or group of related agreements) either involving more than $25,000 100,000 or not entered into in the Ordinary Course of Business. (b) The Company has delivered or made available to the Parent Buyer a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure ScheduleContract (as amended to date). With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure ScheduleContract: (i) the agreement Contract is legal, valid, binding and enforceable and in full force and effecteffect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, subject to the Bankruptcy and Equity Exception; (ii) the agreement Contract will continue to be legal, valid, binding and enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to the Bankruptcy and Equity Exception; and (iii) neither the Company nor Company, any Subsidiary nor, to the knowledge Knowledge of the Company, any other party, is is, in any material respect, in breach or violation of, or default under, any such agreementContract, and no event has occurred, is pending or, to the knowledge Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a any such breach or default by the Company or Company, any Subsidiary or, to the knowledge Knowledge of the Company, any other party under such Contract. (c) Neither the Company nor any Subsidiary is a party to any oral contract, agreement or other arrangement which, if reduced to written form, would be required to be listed in Section 3.13(a) of the Company Disclosure Schedule under the terms of Section 3.13(a). Neither the Company nor any Subsidiary is a party to any written or oral arrangement (i) to perform services or sell products which is expected to be performed at, or to result in, a loss or (ii) for which the customer has already been billed or paid that have not been fully accounted for on the Most Recent Balance Sheet.

Contracts. (aSection 2(k) Section 2.13 of the Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (written or oralother than with advertisers for the sale of air time which are listed in Section 2(s) of the Disclosure Schedule) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 1,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, (B) which year or involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or consulting severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; (viii) any written arrangement concerning a Company Material Adverse Effect;guaranty by the Seller of the obligations of any other party; or (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 2(k) of the Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is legal, valid, binding and enforceable binding, enforceable, and in full force and effect; (iiB) the agreement written arrangement will continue to be legal, valid, binding binding, and enforceable and in full force and effect immediately on identical terms following the Closing in accordance with (if the terms thereof as in effect immediately prior arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any Subsidiary or, to the knowledge other contracts or agreements of the Company, any other party under such contractSeller.

Contracts. (aSection 2(j) Section 2.13 of the Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (written or oralother than with advertisers for the sale of air time which are listed in Section 2(r) of the Disclosure Schedule) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 1,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, (B) which year or involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement, or consulting severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; (viii) any written arrangement concerning a Company Material Adverse Effect;guaranty by the Seller of the obligations of any other party; or (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business. (b) . The Company Seller has delivered or made available to the Parent Buyer a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 2(j) of the Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is legal, valid, binding and enforceable binding, enforceable, and in full force and effect; (iiB) the agreement written arrangement will continue to be legal, valid, binding binding, and enforceable and in full force and effect immediately on identical terms following the Closing in accordance with (if the terms thereof as in effect immediately prior arrangement has not expired according to the Closingits terms); and (iiiC) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default by or permit termination, modification, or acceleration, under the Company written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not a party to any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(j) of the Disclosure Schedule under the terms of this Section 2(j). Except for the Assumed Contracts, the Buyer shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(j) of the Disclosure Schedule or any Subsidiary or, to the knowledge other contracts or agreements of the CompanySeller. No advertiser of the Stations has indicated within the past year that it will stop, any other party under such contractor decrease the rate of, buying services from them.

Contracts. (a) Section 2.13 3.16 of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Company Parent or any Subsidiary of its Subsidiaries is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsparties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partyservices; (iii) any agreement which, to the knowledge of the Company, establishes establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement concerning confidentiality that purports to limit in any material respect the right of the Company to engage in any line of business, or noncompetitionto compete with any person or operate in any geographical location; (vi) any employment or consulting agreement; (vii) any agreement involving any current or former officer, director or stockholder of the Company Parent or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Company Parent or any Subsidiary of its Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and; (x) any other agreement (or group of related agreements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement and the Split-Off, relating to the sales of securities of the Parent or any of its Subsidiaries to which the Parent or such Subsidiary is a party. (b) The Company Parent has delivered or made available to the Parent Company a complete and accurate copy of each agreement listed in Section 2.13 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) the agreement is legal, valid, binding and enforceable and in full force and effect, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity whether applied in a court of law or a court of equity; (ii) the agreement will continue not, as a result of the execution and delivery by the Parent of this Agreement or the consummation by the Parent of the transactions contemplated hereby, cease to be a legal, valid, binding and enforceable obligation of the Parent, except as such enforceability may be limited under applicable bankruptcy, insolvency and similar laws, rules or regulations affecting creditors’ rights and remedies generally and to general principles of equity, whether applied in a court of law or a court of equity, or to be in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iii) neither the Company Parent nor any Subsidiary of its Subsidiaries nor, to the knowledge of the CompanyParent, any other party, is in breach or violation of, or default under, any such agreement, and no event has occurred, is pending or, to the knowledge of the CompanyParent, is threatened, which, after the giving of notice, with lapse of time, time or otherwise, would constitute a breach or default by the Company Parent or any Subsidiary of its Subsidiaries or, to the knowledge of the CompanyParent, any other party under such contract.

Contracts. (aSection 2(k) Section 2.13 of the Disclosure Schedule lists the following agreements contracts, agreements, and other written arrangements (written or oralother than with advertisers for the sale of air time which are listed in Section 2(s) of the Disclosure Schedule) to which the Company or any Subsidiary Seller is a party as of the date of this Agreementparty: (i) any agreement written arrangement (or group of related agreementswritten arrangements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 1,000 per annum or having a remaining term longer than 12 monthsyear; (ii) any agreement written arrangement (or group of related agreementswritten arrangements) for the purchase or sale of products supplies, products, or other personal property or for the furnishing or receipt of services (A) which either calls for performance over a period of more than one year, (B) which year or involves more than the sum of $25,000, or (C) in which the Company or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions or exclusive marketing or distribution rights relating to any products or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party1,000; (iii) any agreement which, to the knowledge of the Company, establishes written arrangement concerning a partnership or joint venture; (iv) any agreement written arrangement (or group of related agreementswritten arrangements) under which it has created, incurred, assumed assumed, or guaranteed (or may create, incur, assume assume, or guarantee) indebtedness (including capitalized lease obligations) involving more than $25,000 1,000 or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement written arrangement concerning confidentiality or noncompetition; (vi) any written arrangement with any of its employees in the nature of a collective bargaining agreement, consulting agreement, compensation agreement, employment agreement, commission agreement or consulting severance agreement; (vii) any agreement involving any officer, director or stockholder of the Company or any affiliate, as defined in Rule 12b-2 under the Exchange Act (an “Affiliate”), thereof; (viii) any agreement written arrangement under which the consequences of a default or termination would reasonably be expected to could have an adverse effect on the assets, Liabilities, business, financial condition, operations, results of operations, or future prospects of the Seller or the Stations; (viii) any written arrangement concerning a Company Material Adverse Effectguaranty by the Seller of the obligations of any other party; (ix) any agreement which contains any provisions requiring the Company or any Subsidiary to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); and (x) any other agreement written arrangement (or group of related agreementswritten arrangements) either involving more than $25,000 5,000 or not entered into in the Ordinary Course of Business.; and (bx) any written arrangement involving the lease of furniture or equipment. The Company Seller has delivered or made available to the Parent Buyers a correct and complete and accurate copy of each agreement written arrangement listed in Section 2.13 2(k) of the Disclosure ScheduleSchedule (as amended to date). With respect to each agreement written arrangement so listed, and except as set forth in Section 2.13 of the Disclosure Schedulelisted which constitutes an Assumed Contract: (iA) the agreement written arrangement is legal, valid, binding and enforceable binding, enforceable, and in full force and effect; (iiB) the agreement will written arrangement will, assuming any necessary consents to assignment have been obtained, continue to be legal, valid, binding binding, and enforceable and in full force and effect immediately on identical terms following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; and (iiiC) neither the Company nor any Subsidiary nor, to the knowledge of the Company, any other party, no party is in breach or violation of, or default under, any such agreementdefault, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, occurred which with notice or lapse of time, or otherwise, time would constitute a breach or default or permit termination, modification, or acceleration, under the written arrangement; and (D) no party has repudiated any provision of the written arrangement. The Seller is not bound by any verbal contract, agreement, or other arrangement which, if reduced to written form, would be required to be listed in Section 2(k) of the Company Disclosure Schedule under the terms of this Section 2(k). Except for the Assumed Contracts, the Buyers shall not have any Liability or obligations for or in respect of any of the contracts set forth in Section 2(k) of the Disclosure Schedule or any Subsidiary or, to the knowledge other contracts or agreements of the Company, any other party under such contractSeller.

Contracts. (a) Section 2.13 of the Disclosure Schedule lists the following agreements (written or oral) Parent has made available to which the Company or any Subsidiary is a party true, correct and complete copies, as of the date of this Agreement, of the following Contracts to which Parent or any of its Subsidiaries is a party: (i) each “material contract” (as such term is defined in Item 10.C and in Instructions As To Exhibits of Form 20-F) to which Parent or any agreement (of its Subsidiaries is a party to or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of $25,000 per annum or having a remaining term longer than 12 monthsbound; (ii) any agreement (or group each Contract not contemplated by this Agreement that limits the ability of related agreements) for the purchase or sale of products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of $25,000, or (C) in which the Company Parent or any Subsidiary has granted manufacturing rights, “most favored nation” pricing provisions of its Subsidiaries or exclusive marketing Affiliates to engage in or distribution rights relating to compete with any products line of business in any location or territory or has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain partywith any Person in any material manner; (iii) each Contract that creates a partnership, joint venture or any agreement which, strategic alliance with respect to the knowledge Company or any of the Company, establishes a partnership or joint ventureits Subsidiaries; (iv) each employment, consulting, services or similar Contract with any agreement (employee or group independent contractor of related agreements) under which it has created, incurred, assumed Parent or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) any of its Subsidiaries involving more than $25,000 or under which it has imposed (or may impose) a Security Interest on any 500,000 of its assets, tangible or intangibleannual compensation; (v) any agreement concerning confidentiality each indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or noncompetitionother evidence of Indebtedness or Contract providing for Indebtedness individually in excess of $10,000,000; (vi) each Contract entered into since January 1, 2024 that relates to the acquisition or disposition, directly or indirectly, of any employment business (whether by merger, amalgamation, sale of stock, sale of assets or consulting agreementotherwise) or any material assets, including any vessel (other than (A) this Agreement or (B) acquisitions or dispositions of supplies, inventory, merchandise or products (other than vessels) in the ordinary course of business or that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of Parent or its Subsidiaries), including also any such Contract whenever entered into that includes provisions that remain in effect in respect of “earn-outs” or deferred or contingent consideration; (vii) any agreement involving any officereach ship-sales, director memorandum of agreement, bareboat charter, or stockholder of the Company other vessel acquisition Contract entered into since January 1, 2024 for Newbuildings and secondhand vessels contracted for by Parent or any affiliateof its Subsidiaries (other than Company Owned Vessels) and other Contracts entered into since January 1, as defined in Rule 12b-2 under 2024 with respect to Newbuildings of Parent or any of its Subsidiaries and the Exchange Act (an “Affiliate”)financing thereof, thereofincluding performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services agreements; (viii) each pool agreement, management agreement, crewing agreement or financial lease (including sale/leaseback or similar arrangements) with respect to any agreement under which the consequences of a default or termination would reasonably be expected to have a Company Material Adverse EffectParent Vessel; (ix) any Contract with a Third Party for the charter of any Parent Vessel; (x) each collective bargaining agreement or other Contract with a labor union to which contains any provisions requiring the Company Parent or any Subsidiary of its Subsidiaries is a party or otherwise bound; (xi) each Contract that provides for indemnification by Parent or any of its Subsidiaries to indemnify any Person other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products than a Contract entered into in the Ordinary Course ordinary course of Business)business; (xii) each Contract pursuant to which Parent or any of its Subsidiaries spent or received, in the aggregate, more than $2,500,000 during the twelve (12) months prior to the date hereof or could reasonably be expected to spend or receive, in the aggregate, more than $2,500,000 during the twelve (12) months immediately after the date hereof; (xiii) each Contract to which Parent or any of its Subsidiaries is a party or otherwise bound that contains a so-called “most favored nations” provision or similar provisions requiring Parent or its Affiliates to offer to a Person any terms or conditions that are at least as favorable as those offered to one or more other Persons; and (xxiv) each Contract involving a standstill or similar obligation of Parent or any other agreement (or group of related agreements) either involving more than $25,000 or not entered into in the Ordinary Course of Businessits Subsidiaries. (b) The Company has delivered or made available Except as would not reasonably be expected to the be material to Parent and its Subsidiaries, taken as a complete and accurate copy of each agreement listed in Section 2.13 of the Disclosure Schedule. With respect to each agreement so listedwhole, and except as set forth in Section 2.13 of the Disclosure Schedule: (i) each of the agreement Material Contracts is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legalbinding, valid, binding and enforceable and in full force and effect immediately following with respect to Parent and its Subsidiaries, and to the Closing Knowledge of Parent, the other parties thereto, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions and except for any Material Contracts that have expired or been terminated after the date hereof in accordance with the terms thereof as in effect immediately prior its terms, and (ii) neither Parent nor any of its Subsidiaries, nor to the Closing; and (iii) neither the Company nor any Subsidiary nor, to the knowledge Knowledge of the Company, Parent any other partyparty to a Material Contract, is in breach or violation has violated any provision of, or default under, taken or failed to take any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, act which, after the giving of with or without notice, with lapse of time, or otherwiseboth, would constitute a breach or default by the Company under, or give rise to any Subsidiary orright of cancellation or termination of or consent under, to the knowledge such Material Contract, and neither Parent nor any of the Companyits Subsidiaries has received written notice that it has breached, violated or defaulted under any other party under such contractMaterial Contract.