Common use of Material Contracts and Commitments Clause in Contracts

Material Contracts and Commitments. (a) As of the date of this Agreement, SCHEDULE 5.18(A) contains a complete and accurate list of each contract, commitment, lease, instrument, agreement, license or permit, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company on the one hand and on the other hand any affiliate of the Company or any officer, director or shareholder of the Company are parties ("Related Party Agreements"); (ii) that ------------------------ may give rise to obligations or liabilities exceeding, during the current term thereof, $50,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $50,000 individually (collectively with the Related Party Agreements, the "Material Contracts"); or (iii) that ------------------ provides rights to indemnification to any current or former directors, officers, employees or agents of the Company. Other than as disclosed on SCHEDULE 5.18(A), the Company has provided CCC with access to true, complete and correct copies of the Material Contracts. Other than as disclosed on SCHEDULE 5.18(A) the Company has complied with all of its material commitments and obligations, is not in default under any of the Material Contracts, has no contracts under which the work has been substantially delayed or changed for which proper compensation is not expected, has no pending or expected claims in excess of $50,000 against a prime contractor or owner in connection with completed work or work in progress, and has no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company and is in full force and effect and, to the knowledge of the Company and the Shareholders, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any Shareholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any Shareholder owns a material interest, are set forth in SCHEDULE 5.18(C) as of the date indicated therein. (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on SCHEDULE 5.18(D), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) As of the date of this Agreement, SCHEDULE 5.18(A) contains a complete and accurate list of each contract, commitment, lease, instrument, agreement, license or permit, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company on the one hand and on the other hand any affiliate of the Company or any officer, director or shareholder stockholder of the Company are parties ("Related Party Agreements"); (ii) that ------------------------ may give rise to obligations or liabilities exceeding, during the current term thereof, $50,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $50,000 individually (collectively with the Related Party Agreements, the "Material Contracts"); or (iii) that ------------------ provides rights to indemnification to any current or former directors, officers, employees or agents of the Company. Other than as disclosed on SCHEDULE 5.18(A), the Company has provided CCC with access to true, complete and correct copies of the Material Contracts. Other than as disclosed on SCHEDULE 5.18(A) the Company has complied with all of its material commitments and obligations, is not in default under any of the Material Contracts, has no contracts under which the work has been substantially delayed or changed for which proper compensation is not expected, has no pending or expected claims in excess of $50,000 against a prime contractor or owner in connection with completed work or work in progress, and has no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company and is in full force and effect and, to the knowledge of the Company and the ShareholdersStockholders, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any Shareholder Stockholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any Shareholder Stockholder owns a material interest, are set forth in SCHEDULE 5.18(C) as of the date indicated therein. (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on SCHEDULE 5.18(D), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) As of the date of this Agreement, SCHEDULE 5.18(A) contains a complete and accurate list of each contract, commitment, lease, instrument, agreement, license or permit, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company on the one hand and on the other hand any affiliate of the Company or any officer, director or shareholder of the Company are parties ("Related Party Agreements"); (ii) that ------------------------ may give rise to obligations or liabilities exceeding, during the current term thereof, $50,000 2,000,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $50,000 2,000,000 individually (collectively with the Related Party Agreements, the "Material Contracts"); or ------------------ (iii) that ------------------ provides rights to indemnification to any current or former directors, officers, employees or agents of the Company. Other than as disclosed on SCHEDULE 5.18(A), the The Company has provided CCC with access to true, complete and correct copies of the Material Contracts. Other than as disclosed on SCHEDULE 5.18(A) the Company has complied with all of its material commitments and obligations, is not in default under any of the Material Contracts, has no contracts under which the work has been substantially delayed or changed for which proper compensation is not expected, has no pending or expected claims in excess of $50,000 against a prime contractor or owner in connection with completed work or work in progress, and has no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company and is in full force and effect and, to the knowledge of the Company and the Shareholders, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any Shareholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any Shareholder owns a material interest, are set forth in SCHEDULE 5.18(C) as of the date indicated therein. (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on SCHEDULE 5.18(D), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.

Material Contracts and Commitments. (a) As of the date of this Agreement, SCHEDULE 5.18(A) contains a complete and accurate list of each contract, commitment, lease, instrument, agreement, license or permit, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company on the one hand and on the other hand any affiliate of the Company or any officer, director or shareholder of the Company are parties ("Related Party Agreements"); (ii) that ------------------------ may give rise to obligations or ------------------------ liabilities exceeding, during the current term thereof, $50,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $50,000 individually (collectively with the Related Party Agreements, the "Material Contracts"); or (iii) that ------------------ provides rights to indemnification to any ------------------ current or former directors, officers, employees or agents of the Company. Other than as disclosed on SCHEDULE 5.18(A), the Company has provided CCC with access to true, complete and correct copies of the Material Contracts. Other than as disclosed on SCHEDULE 5.18(A) the Company has complied with all of its material commitments and obligations, is not in default under any of the Material Contracts, has no contracts under which the work has been substantially delayed or changed for which proper compensation is not expected, has no pending or expected claims in excess of $50,000 against a prime contractor or owner in connection with completed work or work in progress, and has no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length. (b) Each Material Contract, except those terminated pursuant to Section 7.4, is valid and binding on the Company and is in full force and effect and, to the knowledge of the Company and the Shareholders, is not subject to any default thereunder by any party obligated to the Company pursuant thereto. (c) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any Shareholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any Shareholder owns a material interest, are set forth in SCHEDULE 5.18(C) as of the date indicated therein. (d) The pledge, hypothecation or mortgage of all or substantially all of the Company's assets (including, without limitation, a pledge of the Company's contract rights under any Material Contract) will not, except as set forth on SCHEDULE 5.18(D), (i) result in the breach or violation of, (ii) constitute a default under, (iii) create a right of termination under, or (iv) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the assets of the Company (other than a lien created pursuant to the pledge, hypothecation or mortgage described at the start of this Section 5.18(d)) pursuant to any of the terms and provisions of, any Material Contract to which the Company is a party or by which the property of the Company is bound.