Common use of Major Contracts Clause in Contracts

Major Contracts. Except as disclosed in Schedule 3.16 of the Memorial Disclosure Schedule, Memorial is not a party to or subject to: (a) Any union contract or any employment or consulting contract, agreement or arrangement providing for future compensation, whether written or oral, with any officer, consultant, director or employee that is not terminable by Memorial on thirty (30) days' or less notice without penalty or obligation to make payments related to such termination; (b) Any plan, contract or arrangement, whether written or oral, providing for bonuses, pensions, deferred compensation, severance pay or severance benefits, retirement payments, profit-sharing payments or similar such payments; (c) Any joint venture contract, agreement or arrangement or any other agreement that has involved or is expected to involve a sharing of profits with another person or entity; (d) Any existing marketing, distribution, agency or brokerage agreement in which the annual amount involved in fiscal 2004 exceeded $5,000 in aggregate amount or pursuant to which Memorial has granted or received most favored nation pricing provisions or exclusive marketing rights related to any product, group of products or territory; (e) Any lease for realty or personal property in which the amount of payments that Memorial is required to make on an annual basis exceeds $1,500; (f) Any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (g) Any material license agreement, either as licensor or licensee; (h) Any contract containing covenants purporting to limit the freedom of Memorial to compete in any line of business in any geographic area; (i) Any insurance policy or fidelity or surety bond; (j) Any agreement of indemnification relating to Memorial or any of its officers, directors or employees; (k) Any agreement, contract or commitment relating to capital expenditures that involves future payments individually in excess of $1,500 or in the aggregate in excess of $5,000 by Memorial; (l) Any agreement, contract or commitment relating to personal services to be rendered by any person to Memorial requiring the payment of more than $1,000 per month or the disposition or acquisition of any assets by Memorial; or (m) Any other agreement, contract or commitment that is material to Memorial's business. Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulations and commitment listed on the Memorial Disclosure Schedule pursuant to this Section 3.16 is valid and binding on Memorial, and is in full force and effect, and neither Memorial nor to the best knowledge of Memorial, any other party thereto has breached or is aware of any facts that would lead it to believe that it has breached, any provision of, or is in default under the terms of any such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulation or commitment. To the best knowledge of Memorial, no such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license or commitment contains any material liquidated damages, penalty or similar provision. To the best knowledge of Memorial, no party to any such agreement contract, mortgage, indenture, plan, lease, instrument, permit, registration, concession, franchise, arrangement, license or commitment intends to cancel, withdraw, modify or amend the same.

Major Contracts. Except as disclosed in Schedule 3.16 3.17 of the Memorial Capital Reserve Disclosure Schedule, Memorial Capital Reserve is not a party to or subject to: (a) Any union contract or any employment or consulting contract, agreement or arrangement providing for future compensation, whether written or oral, with any officer, consultant, director or employee that is not terminable by Memorial Capital Reserve on thirty (30) days' or less notice without penalty or obligation to make payments related to such termination; (b) Any plan, contract or arrangement, whether written or oral, providing for bonuses, pensions, deferred compensation, severance pay or severance benefits, retirement payments, profit-sharing payments or similar such payments; (c) Any joint venture contract, agreement or arrangement or any other agreement that has involved or is expected to involve a sharing of profits with another person or entity; (d) Any existing marketing, distribution, agency or brokerage agreement in which the annual amount involved in fiscal 2004 2007 exceeded $5,000 in aggregate amount or pursuant to which Memorial Capital Reserve has granted or received most favored nation pricing provisions or exclusive marketing rights related to any product, group of products or territory; (e) Any lease for realty or personal property in which the amount of payments that Memorial Capital Reserve is required to make on an annual basis exceeds $1,500; (f) Any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (g) Any material license agreement, either as licensor or licensee; (h) Any contract containing covenants purporting to limit the freedom of Memorial Capital Reserve to compete in any line of business in any geographic area; (i) Any insurance policy or fidelity or surety bond; (j) Any agreement of indemnification relating to Memorial Capital Reserve or any of its officers, directors or employees; (k) Any agreement, contract or commitment relating to capital expenditures that involves future payments individually in excess of $1,500 or in the aggregate in excess of $5,000 by MemorialCapital Reserve; (l) Any agreement, contract or commitment relating to personal services to be rendered by any person to Memorial Capital Reserve requiring the payment of more than $1,000 per month or the disposition or acquisition of any assets by MemorialCapital Reserve; or (m) Any other agreement, contract or commitment that is material to MemorialCapital Reserve's business. Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulations and commitment listed on the Memorial Capital Reserve Disclosure Schedule pursuant to this Section 3.16 3.17 is valid and binding on MemorialCapital Reserve, and is in full force and effect, and neither Memorial Capital Reserve nor to the best knowledge of MemorialCapital Reserve, any other party thereto has breached or is aware of any facts that would lead it to believe that it has breached, any provision of, or is in default under the terms of any such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulation or commitment. To the best knowledge of MemorialCapital Reserve, no such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license or commitment contains any material liquidated damages, penalty or similar provision. To the best knowledge of MemorialCapital Reserve, no party to any such agreement contract, mortgage, indenture, plan, lease, instrument, permit, registration, concession, franchise, arrangement, license or commitment intends to cancel, withdraw, modify or amend the same.

Major Contracts. Except as disclosed in Schedule 3.16 3.17 of the Memorial Southern Security Disclosure Schedule, Memorial Southern Security is not a party to or subject to: (a) Any union contract or any employment or consulting contract, agreement or arrangement providing for future compensation, whether written or oral, with any officer, consultant, director or employee that is not terminable by Memorial Southern Security on thirty (30) days' or less notice without penalty or obligation to make payments related to such termination; (b) Any plan, contract or arrangement, whether written or oral, providing for bonuses, pensions, deferred compensation, severance pay or severance benefits, retirement payments, profit-sharing payments or similar such payments; (c) Any joint venture contract, agreement or arrangement or any other agreement that has involved or is expected to involve a sharing of profits with another person or entity; (d) Any existing marketing, distribution, agency or brokerage agreement in which the annual amount involved in fiscal 2004 2007 exceeded $5,000 in aggregate amount or pursuant to which Memorial Southern Security has granted or received most favored nation pricing provisions or exclusive marketing rights related to any product, group of products or territory; (e) Any lease for realty or personal property in which the amount of payments that Memorial Southern Security is required to make on an annual basis exceeds $1,500; (f) Any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (g) Any material license agreement, either as licensor or licensee; (h) Any contract containing covenants purporting to limit the freedom of Memorial Southern Security to compete in any line of business in any geographic area; (i) Any insurance policy or fidelity or surety bond; (j) Any agreement of indemnification relating to Memorial Southern Security or any of its officers, directors or employees; (k) Any agreement, contract or commitment relating to capital expenditures that involves future payments individually in excess of $1,500 or in the aggregate in excess of $5,000 by MemorialSouthern Security; (l) Any agreement, contract or commitment relating to personal services to be rendered by any person to Memorial Southern Security requiring the payment of more than $1,000 per month or the disposition or acquisition of any assets by MemorialSouthern Security; or (m) Any other agreement, contract or commitment that is material to MemorialSouthern Security's business. Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulations and commitment listed on the Memorial Southern Security Disclosure Schedule pursuant to this Section 3.16 3.17 is valid and binding on MemorialSouthern Security, and is in full force and effect, and neither Memorial Southern Security nor to the best knowledge of MemorialSouthern Security, any other party thereto has breached or is aware of any facts that would lead it to believe that it has breached, any provision of, or is in default under the terms of any such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulation or commitment. To the best knowledge of MemorialSouthern Security, no such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license or commitment contains any material liquidated damages, penalty or similar provision. To the best knowledge of MemorialSouthern Security, no party to any such agreement contract, mortgage, indenture, plan, lease, instrument, permit, registration, concession, franchise, arrangement, license or commitment intends to cancel, withdraw, modify or amend the same.

Major Contracts. Except as disclosed in Schedule 3.16 of the Memorial Paramount Disclosure Schedule, Memorial Paramount is not a party to or subject to: (a) Any union contract or any employment or consulting contract, agreement or arrangement providing for future compensation, whether written or oral, with any officer, consultant, director or employee that is not terminable by Memorial Paramount on thirty (30) days' or less notice without penalty or obligation to make payments related to such termination; (b) Any plan, contract or arrangement, whether written or oral, providing for bonuses, pensions, deferred compensation, severance pay or severance benefits, retirement payments, profit-sharing payments or similar such payments; (c) Any joint venture contract, agreement or arrangement or any other agreement that has involved or is expected to involve a sharing of profits with another person or entity; (d) Any existing marketing, distribution, agency or brokerage agreement in which the annual amount involved in fiscal 2004 2003 exceeded $5,000 in aggregate amount or pursuant to which Memorial Paramount has granted or received most favored nation pricing provisions or exclusive marketing rights related to any product, group of products or territory; (e) Any lease for realty or personal property in which the amount of payments that Memorial Paramount is required to make on an annual basis exceeds $1,500; (f) Any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, leasehold obligations or otherwise; (g) Any material license agreement, either as licensor or licensee; (h) Any contract containing covenants purporting to limit the freedom of Memorial Paramount to compete in any line of business in any geographic area; (i) Any insurance policy or fidelity or surety bond; (j) Any agreement of indemnification relating to Memorial Paramount or any of its officers, directors or employees; (k) Any agreement, contract or commitment relating to capital expenditures that involves future payments individually in excess of $1,500 or in the aggregate in excess of $5,000 by MemorialParamount; (l) Any agreement, contract or commitment relating to personal services to be rendered by any person to Memorial Paramount requiring the payment of more than $1,000 per month or the disposition or acquisition of any assets by MemorialParamount; or (m) Any other agreement, contract or commitment that is material to MemorialParamount's business. Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulations and commitment listed on the Memorial Paramount Disclosure Schedule pursuant to this Section 3.16 is valid and binding on MemorialParamount, and is in full force and effect, and neither Memorial Paramount nor to the best knowledge of MemorialParamount, any other party thereto has breached or is aware of any facts that would lead it to believe that it has breached, any provision of, or is in default under the terms of any such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulation or commitment. To the best knowledge of MemorialParamount, no such agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license or commitment contains any material liquidated damages, penalty or similar provision. To the best knowledge of MemorialParamount, no party to any such agreement contract, mortgage, indenture, plan, lease, instrument, permit, registration, concession, franchise, arrangement, license or commitment intends to cancel, withdraw, modify or amend the same.