Material Contracts. Each Material Contract is the legal, valid and binding obligation of the Company or a Subsidiary, as the case may be, enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The Company and each Subsidiary, as the case may be, is in compliance with all material terms of the Material Contracts to which it is party, and there has not occurred any breach, violation or default or any event that, with the lapse of time, the giving of notice or the election of any Person, or any combination thereof, would constitute a breach, violation or default by the Company or any Subsidiary under any such Material Contract or, to the knowledge of the Company and each Subsidiary, by any other Person to any such contract except where such breach, violation or default would not have a Material Adverse Effect. Neither the Company nor any Subsidiary has been notified that any party to any Material Contract intends to cancel, terminate, not renew or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.

Each Material Contract is a valid and binding obligation of the Company or Company Subsidiary, as applicable, and, to the Knowledge of the Company, of each counterparty thereto, and enforceable in accordance with its terms, and will be in full force and effect without penalty in accordance with its terms upon consummation of the transactions contemplated hereby, subject to the Enforceability Exceptions. Except as set forth on [Section 4.16(b)] of the Disclosure Schedules, # the Company or Company Subsidiary, as applicable, has performed all obligations required to be performed by it under each Material Contract and neither the Company nor Company Subsidiary, as applicable (with or without the lapse of time or the giving of notice, or both) is in breach or default thereunder, # no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or Company Subsidiary, as applicable, under any Material Contract, # no Material Contract is currently subject to or is expected to be subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery, and # neither the Company nor Company Subsidiary, as applicable, has knowledge of any breach or anticipated breach by the other parties to any Material Contract; in each case, except for such failures, events, or breaches that have not been, are not, and would not reasonably be expected to be, individually or in the US-DOCS\131312541.20

Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect, subject to applicable bankruptcy insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of course in granting equitable remedies. None of the Company or, to Seller's Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), 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 an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. No waiver has been granted by the Company or any of the other parties thereto under any of the Material Contracts of the Company. To the extent legally permissible or not otherwise prohibited by Contract, true, complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer.

Each Material Contract is a valid and binding obligation of Company and, to the Knowledge of Company, of the applicable Material Contract Counterparty, enforceable against each of Company and, to the Knowledge of Company, each applicable Material Contract Counterparty in accordance with its terms, except as may be limited by general principles of equity (regardless of whether considered in a proceeding at law or in equity) and by applicable bankruptcy, insolvency, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally. Company has not received any written notice from any Material Contract Counterparty or any other Person challenging the validity or enforceability of any Material Contract.

Each Material Contract to which the Company is a party or any of its properties or assets (whether tangible or intangible) is subject is a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, and is in full force and effect with respect to the Company and, to the Knowledge of the Company, any other party thereto subject to # laws of general application relating to bankruptcy, insolvency and the relief of debtors, and # rules of law governing specific performance, injunctive relief and other equitable remedies. The Company is in material compliance with and has not materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any Material Contract, nor to the Knowledge of the Company is any party obligated to the Company pursuant to any Material Contract subject to any material breach, violation or default thereunder, nor does the Company have Knowledge of any presently existing facts or circumstances that, with the lapse of time, giving of notice, or both would constitute such a material breach, violation or default by the Company or any such other party.

(i) Each of the Contracts set forth or required to be set forth on [Schedule 2.9(a)] (collectively, the “Material Contracts”) is in full force and effect and constitutes a valid, binding and enforceable obligation of the Company and its Subsidiaries that are a party thereto and, to the Knowledge of the Company, the other parties thereto, # neither the Company nor any of its Subsidiaries is or, to the Knowledge of the Company, is alleged to be in breach of or default in any material respect under any Contract, and # to the Knowledge of the Company, no counterparty is in breach of or default in any material respect under any Material Contract. Sellers have provided # a true, complete and correct copy of each written Material Contract (except as prohibited by Law with respect to Government Contracts and Government Bids), together with all material amendments, waivers or other changes thereto (including any purchase orders, statements of work, task orders and other similar agreements relating to each Material Contract) and # a true, complete and correct description of the terms and conditions of each oral Material Contract. The Company and its Subsidiaries have no material Liabilities under any Material Contract except for obligations to perform any ongoing or future services, provide products, work product or other deliverables or make payments, in each case, in the Ordinary Course and as provided in such Material Contract. The Company and its Subsidiaries have not waived any material rights under any Material Contract. To the Knowledge of the Company, except as set forth on [Schedule 2.9(b)], no event has occurred which either entitles, or would, with notice or lapse of time or both, entitle any counterparty to any Material Contract to which the Company or any of its Subsidiaries is or was a party to declare a breach, default or violation under, or make an indemnification claim against the Company or any of its Subsidiaries with respect to, any such Material Contract or to terminate, modify or accelerate any terms of any Contract (including any right to accelerate the maturity of any Indebtedness of the Company or any of its Subsidiaries under any such Contract). To the Knowledge of the Company, none of the Company or any of its Subsidiaries has received written notice of an intention by any party to any Material Contract that provides for a continuing obligation by any party thereto on the date hereof to terminate such Material Contract. None of the Company nor any Subsidiary of the Company has waived any material rights under any Material Contract.

“Material Contract” means any agreement, contract or other instrument pursuant to which the Company or any of its Subsidiaries is a party or any of the respective assets or properties of the Company or any of its Subsidiaries are bound or committed and for which any breach, violation, nonperformance or early cancellation could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.