No Inconsistent Agreements. Neither Party has in effect, and after the Effective Date neither Party shall enter into, any oral or written agreement or arrangement that would be inconsistent with its obligations under this Agreement.

No Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

No Inconsistent Agreements. Neither [[Organization A:Organization]] nor any of its Subsidiaries has entered, as of the date hereof, nor shall [[Organization A:Organization]] or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. Except as set forth on [Schedule 6(i)], neither [[Organization A:Organization]] nor any of its Subsidiaries has previously entered into any agreement granting any registration rights with respect to any of its securities to any Person that have not been satisfied in full.

No Conflicting Agreements. The Company understands and agrees that during the Consulting Period I may be retained by other companies, corporations, and/or commercial enterprises to perform consulting services. I agree, however, that, during the Consulting Period, I will not, for my account or as an officer, member, employee, consultant, representative or advisor of another, engage in or contribute my knowledge to engineering, development, manufacturing, research, business analysis or sales relating to any product, equipment, process or material that relates in any way to the actual or anticipated business or research and development of the Company for itself or its affiliates without the written permission of the Company. The foregoing provision, however, shall not prohibit me from engaging in any work at any time after the Consulting Period, provided that Confidential Information will not be involved in such work. The provisions of this Section 6.1 will not be construed as limiting to any extent my continuing obligations under any other section of this Agreement.

Prior Payments. Notwithstanding any provision herein to the contrary, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify or advance Expenses to Indemnitee under this Agreement for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, expect with respect to any excess beyond the amount paid under any insurance policy or indemnity policy; provided, however, that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant to this Agreement.

[Prior Agreement. This Agreement supersedes and replaces in its entirety the Indemnification Agreement between the Indemnitee and the Company dated as of , .]

Prior Inventions. Attached to this Agreement and initialed by both parties is a list of all of the Inventions, if any, in which Employee possesses any right, title, or interest prior to commencement of her employment with the Company, which are not subject to the terms of this Agreement.

Agreements. Entered into any agreement, or otherwise obligated itself, to do any of the foregoing.

Agreements. Except for Permitted Encumbrances, neither [[Borrower:Organization]] nor any [[Borrower:Organization]] Party is party to any agreement or instrument (including any Major Contract), or subject to any restriction, which could reasonably be expected to materially adversely affect [[Borrower:Organization]] or the Property, or [[Borrower:Organization]]’s business, properties or assets, operations or condition, financial or otherwise. [[Borrower:Organization]] has not entered into any Major Contract other than those disclosed to [[Lender:Organization]] in writing prior to the Closing Date. [[Borrower:Organization]] has delivered to [[Lender:Organization]] true, correct and complete copies of all Major Contracts. Each of the Major Contracts is in full force and effect. Neither [[Borrower:Organization]] nor any [[Borrower:Organization]] Party, nor (to [[Borrower:Organization]]’s knowledge, any prior owner of the Property) is in default in any material respect in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Major Contract or any other agreement or instrument to which it is a party or by which [[Borrower:Organization]] or the Property are bound. [[Borrower:Organization]] has no material financial obligation under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which [[Borrower:Organization]] is a party or by which [[Borrower:Organization]] or the Property is otherwise bound, other than # obligations incurred in the ordinary course of the operation of the Property as permitted pursuant to [Section 5.1] hereof, and # obligations under the Loan Documents. The Loan Documents contain provisions that render the rights and remedies of [[Lender:Organization]] adequate for the practical realization against the Property of the principal benefits of the security intended to be provided thereby, including realization by judicial or, if applicable, nonjudicial foreclosure.

Agreements. Except for this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party that involve # obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000, # the license of any Intellectual Property to or from the Company other than licenses with respect to commercially available software products under standard end-user object code license agreements or standard customer terms of service and privacy policies for Internet sites, # the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person, or that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or # indemnification by the Company with respect to infringements of proprietary rights other than standard customer or channel agreements (each, a “Material Agreement”). The Company is not in material breach of any Material Agreement. Each Material Agreement is in full force and effect and is enforceable by the Company in accordance with its respective terms, except as may be limited by # applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally, or # the effect of rules of law governing the availability of equitable remedies.