Common use of Major Contracts Clause in Contracts

Major Contracts. Except as disclosed in Schedule 3.17 of the Capital Reserve Disclosure Schedule, 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 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 2007 exceeded $5,000 in aggregate amount or pursuant to which 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 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 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 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 Capital Reserve; (l) Any agreement, contract or commitment relating to personal services to be rendered by any person to Capital Reserve requiring the payment of more than $1,000 per month or the disposition or acquisition of any assets by Capital Reserve; or (m) Any other agreement, contract or commitment that is material to Capital Reserve's business. Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulations and commitment listed on the Capital Reserve Disclosure Schedule pursuant to this Section 3.17 is valid and binding on Capital Reserve, and is in full force and effect, and neither Capital Reserve nor to the best knowledge of Capital 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 Capital 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 Capital 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 3.17 3.16 of the Capital Reserve Memorial Disclosure Schedule, Capital Reserve 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 Capital Reserve 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 2007 2004 exceeded $5,000 in aggregate amount or pursuant to which Capital Reserve 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 Capital Reserve 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 Capital Reserve 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 Capital Reserve 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 Capital ReserveMemorial; (l) Any agreement, contract or commitment relating to personal services to be rendered by any person to Capital Reserve Memorial requiring the payment of more than $1,000 per month or the disposition or acquisition of any assets by Capital ReserveMemorial; or (m) Any other agreement, contract or commitment that is material to Capital ReserveMemorial's business. Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulations and commitment listed on the Capital Reserve Memorial Disclosure Schedule pursuant to this Section 3.17 3.16 is valid and binding on Capital ReserveMemorial, and is in full force and effect, and neither Capital Reserve Memorial nor to the best knowledge of Capital ReserveMemorial, 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 Capital ReserveMemorial, 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 Capital ReserveMemorial, 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 3.17 of the Capital Reserve Southern Security Disclosure Schedule, Capital Reserve 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 Capital Reserve 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 2007 exceeded $5,000 in aggregate amount or pursuant to which Capital Reserve 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 Capital Reserve 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 Capital Reserve 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 Capital Reserve 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 Capital ReserveSouthern Security; (l) Any agreement, contract or commitment relating to personal services to be rendered by any person to Capital Reserve Southern Security requiring the payment of more than $1,000 per month or the disposition or acquisition of any assets by Capital ReserveSouthern Security; or (m) Any other agreement, contract or commitment that is material to Capital ReserveSouthern Security's business. Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulations and commitment listed on the Capital Reserve Southern Security Disclosure Schedule pursuant to this Section 3.17 is valid and binding on Capital ReserveSouthern Security, and is in full force and effect, and neither Capital Reserve Southern Security nor to the best knowledge of Capital ReserveSouthern 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 Capital ReserveSouthern 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 Capital ReserveSouthern 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 3.17 3.16 of the Capital Reserve Paramount Disclosure Schedule, Capital Reserve 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 Capital Reserve 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 2007 2003 exceeded $5,000 in aggregate amount or pursuant to which Capital Reserve 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 Capital Reserve 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 Capital Reserve 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 Capital Reserve 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 Capital ReserveParamount; (l) Any agreement, contract or commitment relating to personal services to be rendered by any person to Capital Reserve Paramount requiring the payment of more than $1,000 per month or the disposition or acquisition of any assets by Capital ReserveParamount; or (m) Any other agreement, contract or commitment that is material to Capital ReserveParamount's business. Each agreement, contract, mortgage, indenture, plan, lease, instrument, permit, concession, franchise, arrangement, license, regulations and commitment listed on the Capital Reserve Paramount Disclosure Schedule pursuant to this Section 3.17 3.16 is valid and binding on Capital ReserveParamount, and is in full force and effect, and neither Capital Reserve Paramount nor to the best knowledge of Capital ReserveParamount, 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 Capital ReserveParamount, 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 Capital ReserveParamount, 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.