Common use of Material Company Contracts Clause in Contracts

Material Company Contracts. (a) Schedule 4.10(a) hereto contains a list of each Contract to which ---------------- the Company is a party or by which the Company or any of its assets is bound, as of the date hereof, which is material to the Company, (each, a "Material Company ---------------- Contract" and, collectively, the "Material Company Contracts"). For purposes of -------- -------------------------- this Agreement, any Contract to which the Company is a party and which obligates the Company to pay or entitles the Company to receive less than $100,000 in annual payments shall be deemed not to be a Material Company Contract and any Contract to which the Company is a party and which obligates the Company to pay or entitles the Company to receive more than $100,000 in annual payments shall be deemed to be a Material Company Contract. (b) The Company has made available to Parent and its agents and representatives a copy of each written Material Company Contract. Each Material Company Contract is in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with the respective terms thereof and, to the knowledge of the Company, represents a valid, binding and enforceable obligation of each of the other parties thereto. There exists no material breach or material default (or event that with notice or the lapse of time, or both, would constitute a material breach or material default) on the part of the Company or, to the knowledge of the Company, on the part of any other party under any Material Company Contract, in any case which has had or could reasonably be expected to have a Material Adverse Effect. The Company is not currently renegotiating any Material Company Contract or paying liquidated damages in lieu of the performance thereunder.