Except as set forth in [Section 4.13(b)] of the Company Disclosure Schedule, each Material Contract is in full force and effect and is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary thereof, as the case may be, and, to the Knowledge of the Company, of the other party or parties thereto in accordance with its terms, except as enforceability may be limited by applicable Equitable Principles. None of the Company or a Subsidiary thereof, as the case may be, or, to the Knowledge of the Company, any other party or parties thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute or result in a breach or an event of default, in any material respect, by the Company or any of its Subsidiaries under any Material Contract, or, to the Knowledge of the Company, by the other party or parties thereto. No party to any Material Contract has given the Company written notice of its intention to cancel, terminate, materially change the scope of its rights under or fail to renew any Material Contract. Except as set forth in [Section 4.13(b)] of the Disclosure Schedule, the Company has made available to Purchaser complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder).

Material Contracts. [Schedule 4.13(b)]1.13] lists all Material Contracts. A complete copy of the Company Disclosure Schedule, each Material Contract, and all amendments thereto, has been provided to the Buyer. Each Material Contract is legal, valid, binding, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity) and in full force and effect and is a legal, valid, binding and enforceable obligation ofagainst the Company or a Subsidiary thereof, as the case may be,Company, and, to the Knowledge of the Company, ofSeller, the other party or parties thereto in accordance with its terms, except as enforceability may be limited by applicable Equitable Principles. None ofthereto. Neither the Company or a Subsidiary thereof, as the case may be, or,Company, nor, to the Knowledge of the Company,Seller, any other party or parties theretoPerson who is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute or result in a breach or an event of default, in any material respect, by the Company or any of its Subsidiaries under any Material Contract, or, to the Knowledge of the Company, by the other party or parties thereto. No party to any Material Contract is in breach or default in any material respect under any Material Contract (with or without the lapse of time, or the giving of notice, or both). The Company has given the Companynot sent or received any written notice of its intentionbreach, termination or cure with respect to cancel, terminate, materially change the scope of its rights under or fail to renew any Material Contract. Except as set forth in [Section 4.13(b)] of the Disclosure Schedule, the Company has made available to Purchaser complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder).that is not currently resolved.

Material Contracts. [Schedule 4.13(b)]1.13] lists all Material Contracts. A complete copy of the Company Disclosure Schedule, each Material Contract, and all amendments thereto, have been provided to the Buyer. Each Material Contract is legal, valid, binding, enforceable and in full force and effect and is a legal, valid, binding and enforceable obligation ofagainst the Company or a Subsidiary thereof, as the case may be,Company, and, to the Knowledge of the Company, ofSeller, the other party or parties thereto in accordance with its terms, except as enforceability may be limited by applicable Equitable Principles. None ofthereto. Neither the Company or a Subsidiary thereof, as the case may be, or,nor, to the Knowledge of the Company,Seller, any other party or parties theretoPerson who is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute or result in a breach or an event of default, in any material respect, by the Company or any of its Subsidiaries under any Material Contract, or, to the Knowledge of the Company, by the other party or parties thereto. No party to any Material Contract is in breach or default under any Material Contract (with or without the lapse of time, or the giving of notice, or both). The Company has given the Companynot sent or received any written notice of its intentionbreach, termination or cure with respect to cancel, terminate, materially change the scope of its rights under or fail to renew any Material Contract.Contract that is not currently resolved. Except as set forth in [Section[Schedule 4.13(b)]1.13], the transfer of the Disclosure Schedule, the Company has made availableSubject Securities contemplated by this Agreement will not result in any default, penalty or modifications to Purchaser complete and correct copies of eachany such Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder).Contracts.

Contracts. Each of the Contracts listed in [Schedule 3.16] (collectively, the “Material Contracts”) is valid and binding on the Company Disclosure Schedule, each Material Contract isand in full force and effect and, assuming due execution and is a legal, valid, binding and enforceable obligation of the Company or a Subsidiary thereof, as the case may be, and, to the Knowledge of the Company, ofdelivery by the other party or parties theretothereto, is enforceable in accordance with its terms, except as enforceability may be limitedterms by applicable Equitable Principles. None of the Company. The Company or a Subsidiary thereof, as the case may be, or, to the Knowledge of the Company, any other party or parties thereto is not in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurredContract, nor does any condition exist that, with notice or lapse of time or both, would constitute or result in a breach or an event of default,default in any material respect,respect thereunder by the Company or anythat would result in material liability to the Company. To the Knowledge of its Subsidiaries underthe Company, # no other party to any Material Contract, or,Contract is in default thereunder and # no condition exists that with notice or lapse of time or both would constitute a default in any material respect by any such other party thereunder. The Company has not received notice of any termination or cancellation of any Material Contract and to the Company’s Knowledge, no other party to a Material Contract has plans to terminate or cancel such Material Contract. The Company has not and, to the Knowledge of the Company, by theno other party or parties thereto. No party to any Material Contract has given the Company written noticerepudiated any material provision of its intention to cancel, terminate, materially change the scope of its rights under or fail to renew any Material Contract. Except as set forth in [Section 4.13(b)]The Company is not disputing and, to the Knowledge of the Disclosure Schedule,Company, no other party to such Material Contract is disputing, any material provision of any Material Contract. None of the parties to any Material Contract is renegotiating any material amounts paid or payable to or by the Company has made available to Purchaser complete and correct copies of eachunder such Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder).or any other material term or provision thereof.