Common use of Agreements; Actions Clause in Contracts

Agreements; Actions. (a) Except for the Transaction Agreements and except as set forth in Subsection 2.10 of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses), (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $200,000 or in excess of $500,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

Agreements; Actions. (a) Except for this Agreement, or as disclosed in the Transaction Agreements and except SEC Documents (as set forth defined in Subsection 2.10 of the Disclosure ScheduleSection 3.9), there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $100,00025,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses)any of its Subsidiaries, (iii) the grant of grant-of-rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit person or affect the Company’s or any of its Subsidiaries’ exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights. (b) The . Except as set forth in the SEC Documents, neither the Company nor any of its Subsidiaries has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $200,000 25,000 or in excess of $500,000 100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Subsection 2.10Section, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons that the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The this Section. Neither the Company nor any of its Subsidiaries is not a guarantor or indemnitor of any indebtedness of any other Personperson, firm or corporation.

Agreements; Actions. (a) Except for the Transaction Agreements and except as the agreements, understandings, instruments and contracts set forth in on Subsection 2.10 2.10(a) of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company MoviePass is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company MoviePass in excess of $100,00050,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses)MoviePass, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s MoviePass’ exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company MoviePass with respect to infringements of proprietary rights. (b) The Company Since January 1, 2016, MoviePass has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, stock or (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $200,000 or in excess of $500,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business (c) Subsection 2.10(c) of the Disclosure Schedule sets forth all of the indebtedness for borrowed money for which MoviePass is liable which is outstanding as of the date hereof. MoviePass is not a guarantor or indemnitor of any indebtedness for borrowed money of any other Person. (d) For the purposes of subsections (b) and (c) of this Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company MoviePass has reason to believe are affiliated with Affiliates of each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

Agreements; Actions. (a) Except for the Transaction Transactional Agreements and except or as otherwise set forth in Subsection 2.10 Section 3.16 of the Disclosure ScheduleSchedule of Exceptions, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in the aggregate in excess of $100,00050,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses), (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit person or affect the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iviii) indemnification by the Company with respect to infringements of proprietary rightsits Intellectual Property. (b) The Except as otherwise set forth in Section 3.16 of the Schedule of Exceptions, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $200,000 or in excess of $500,000 in the aggregate, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses, or (iviii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory or the disposal of its office equipment in the ordinary course of business. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. (d) The Company has not engaged in the past three months in any discussion with any representative of any corporation, partnership, trust, joint venture, limited liability company, association or other entity, or any individual, regarding (i) a sale of all or substantially all of the Company’s assets, or (ii) any merger, consolidation or other business combination transaction of the Company with or into another corporation, entity or person. For the purposes of subsections (bSection 3.16(a) and (c) of this Subsection 2.10above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including Persons persons or entities the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

Agreements; Actions. (a) Except for the Transaction Agreements Documents and except as set forth in Subsection 2.10 Section 3.11(a) of the Company Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,00050,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses)Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) The Except as set forth in Section 3.11(b) of the Company Disclosure Schedule, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $200,000 or in excess of $500,000 50,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (bii) and (ciii) of this Subsection 2.10Section 3.11(b), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The Except as set forth in Section 3.11(c) of the Company Disclosure Schedule, the Company is not a guarantor or indemnitor of any indebtedness of any other Person.

Agreements; Actions. (a) Except for the Transaction Agreements and except as set forth in Subsection 2.10 of the Disclosure ScheduleSchedule 2.12 (each such Contract, there a “Material Contract”): (a) There are no agreements, understandings, instruments, contracts Contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of Ten Thousand and No/100 Dollars ($100,00010,000.00) annually or over the lifetime of such agreement, understanding, instrument, Contract or proposed transaction, (ii) the license of any patentPatent, copyrightCopyright, trademarkTrademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses)Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to developor services, manufactureincluding, assemblewithout limitation, distributemedical marijuana, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights, or (v) obligations outside the ordinary course of business or inconsistent with any past practices of the Company. (b) The Company is not a party to any cannabis service provider Contracts; (c) The Company has not (i) declared or paid any dividends, or authorized or made declared any distribution upon or with respect to any class or series of its capital stockstock that have not been paid in full, (ii) incurred any indebtedness Indebtedness for money borrowed or incurred any other liabilities individually in excess of Ten Thousand and No/100 Dollars ($200,000 10,000.00), individually or in excess of $500,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (a) and (b) and (c) of this Subsection 2.10Section 2.12, all indebtednessIndebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionsubpart. (cd) The Company is not a guarantor or indemnitor of any indebtedness Indebtedness of any other Person. (e) The Company is not a party to any Contract that purports to: (i) limit, curtail or restrict the ability of Company in any respect to: compete with any other Person or compete in any geographic area (it being understood that the Company is limited to selling its cannabis products solely within the State of Florida), line of business, or market; make sales or provide services to any Person in any manner; use or enforce any Owned Intellectual Property; or develop or distribute any technology or intellectual property right, (ii) solicit the employment of, or hire, any potential employees, consultants, or contractors of any Person, or (iii) grant the other party or any customer “most favored nation” pricing or similar status; (f) There are no Contracts creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses, costs or Liabilities or the payment of any royalties; (g) The Company is not bound by any Contract to provide or license any of its products or services to any third party on an exclusive basis or to license any product or service on an exclusive basis from a third party; (h) There are no Contracts pursuant to which the Company grants rights or authority to any Person with respect to any owned Intellectual Property or Licensed Intellectual Property other than customer agreements entered in the ordinary course of business; (i) There are no Contracts relating to the acquisition, transfer, use, development, sharing or license of any technology or Intellectual Property rights; (j) The Company is not bound by any Contract under which the Company has a warranty obligation inconsistent with past practices or any indemnification obligation except for any Contract otherwise disclosed under another subsection of this Section 2.12; (k) There are no Contracts relating to future expenditures anticipated to result in aggregate costs in excess of Ten Thousand and No/100 Dollars ($10,000); (l) The Company is not bound to any Contract pursuant to which the Company has delivered, or is required to deliver, its source code to third parties, including any source code escrow agents, or may otherwise be required to release its source code to third parties; and (m) The Company is not a party to any Contract with any Person characterized and treated by the Company as a consultant or independent contractor.

Agreements; Actions. (a) Except for Other than the Transaction Agreements Agreements, and except as set forth in the SEC Filings (as defined below) or in Subsection 2.10 2.10(a) of the Disclosure Schedule, there are no agreements, understandings, instruments, instruments or contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000, 100,000 (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses)Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) The Except as set forth in the SEC Filings (as defined below) or in Subsection 2.10(b) of the Disclosure Schedule, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $200,000 100,000 or in excess of $500,000 250,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (ba) and (cb) of this Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, instruments and contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

Agreements; Actions. (a) Except for the Transaction Agreements Documents and except as set forth in Subsection 2.10 of the Disclosure Scheduleon Schedule 4.9(a), there are no agreementsmaterial (singly and in the aggregate together with all related transactions) agreements or understandings (i) among any of the Company, understandingsany Subsidiary, instrumentsany current or former shareholder, contracts any officer, director or proposed transactions to which other Affiliate of the Company is a party or by which it is bound of such Subsidiary or Affiliate of such shareholder, officer, director or other Affiliate or (ii) between any of the foregoing and any Investor (as defined in the MAA). (b) Schedule 4.9(b) sets forth all Contracts (other than the Prior Transaction Documents) that may involve (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $100,000, US$100,000 or which are otherwise material to the Condition of the Company and (ii) the license of any patentPatent, copyrightCopyright, trademarkTrade Secret, trade secret Trademark or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by or any of its Subsidiaries, other than licenses arising from the purchase of “off the shelf” or other standard products that are not and will not to any extent be part of any service or intellectual property offering of the Company pursuant to “shrink wrap” or “click through” licensesany of its Subsidiaries (the foregoing Clauses (i) and (ii), (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) “Material Contracts”). The Company has not received notice of a default, and neither the Company nor any of its Subsidiaries is in default, under or with respect to, any Material Contract nor, to the Company’s knowledge is any other party thereto. All of such Material Contracts are valid, subsisting, in full force and effect and binding upon the Company or the applicable Subsidiary, as the case may, and, to the Company’s knowledge, the other parties thereto, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity, regardless of whether asserted in a proceeding in equity or at law. The Company and its Subsidiaries have paid in full or accrued all amounts due thereunder and has satisfied in full or provided for all of its liabilities and obligations thereunder. To the knowledge of the Company, no other party to any such Material Contract is in default thereunder nor does any condition exist that with notice or lapse of time or both would constitute a default by such other party thereunder. (c) There are no Material Contracts that may involve provisions restricting the development, manufacture or distribution of the products or services of the Company or any of its Subsidiaries. (d) No Group Member has (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, shares or (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $200,000 or in excess of $500,000 in the aggregate, (iii) made any loans or advances to any Person, other than to employees or directors for ordinary advances for travel expenses, expenses or (iviii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions business involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionless than US$100,000. (c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

Agreements; Actions. (a) Except for the Transaction Agreements and except as set forth in Subsection 2.10 of the Disclosure ScheduleAgreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000, which is not disclosed in the Company SEC Documents (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses)Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stockshare capital, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $200,000 100,000 or in excess of $500,000 250,000 in the aggregateaggregate which is not disclosed in the Company SEC Documents, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (ba) and (cb) of this Subsection 2.102.11, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The Other than as guarantor under the Senior Secured Debt, the Company is not a guarantor or indemnitor of any indebtedness of any other Person. (d) Neither a default nor Event of Default (as such term is defined in the Senior Loan Agreement) has occurred and is continuing under the Senior Secured Debt.

Agreements; Actions. (a) Except To the knowledge of such Seller, except for the Transaction Agreements and except as set forth in Subsection 2.10 of the Disclosure ScheduleAgreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,00010,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by other than end user agreements entered into in the Company pursuant to “shrink wrap” or “click through” licenses)Company’s ordinary course of business, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights. (b) The Except as set forth on the Disclosure Schedule attached as Exhibit F to this Agreement, and except as expressly provided in this Agreement, to the knowledge of such Seller, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stockmembership interests, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $200,000 10,000 or in excess of $500,000 50,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (ba) and (cb) of this Subsection 2.103.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company such Seller has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) The To the knowledge of such Seller, the Company is not a guarantor or indemnitor of any indebtedness of any other another Person. (d) To the knowledge of such Seller, the Company nor any representative of the Company has engaged in the past six (6) months in any discussion with any representative of any Person regarding (i) a sale or exclusive license of all or substantially all of the Company’s assets, or (ii) any merger, consolidation or other business combination transaction of the Company with or into another Person.

Agreements; Actions. (a) Except for the Transaction Agreements Agreement and except as set forth in Subsection 2.10 of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of One Million Dollars ($100,000, 1,000,000.00); (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company (excluding off-the-shelf software programs licensed by the Company pursuant to “shrink wrap” or “click through” licenses), Company; (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, ; or (iv) indemnification by the Company with respect to infringements of proprietary rights. (ba) The Except as set forth in the Disclosure Schedule, the Company has not not: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, ; (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of Two Hundred Thousand Dollars ($200,000 200,000.00) or in excess of $500,000 Five Hundred Thousand Dollars in the aggregate, aggregate ($500,000.00); (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, ; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (bii) and (ciii) of this Subsection 2.10Section 2.8(b), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (cb) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.