Common use of Agreements; Actions Clause in Contracts

Agreements; Actions. (a) Schedule 3.9(a) sets forth all Contracts or proposed transactions to which the Company is a party or by which it is bound (other than the Transaction Agreements and Contracts governing purchases of the Company’s services pursuant to the Company’s standard form customer agreement) that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $150,000, (ii) 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, (iii) Contracts for the lease of real property or real property interests to or by the Company, (iv) Contracts for Indebtedness, (v) Contracts with any Governmental Body, (vi) the grant by any Person of a power of attorney, (vii) Contracts between the Company and any other Person wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability or provide a right of rescission with respect to the Infringement by the Company or such other Person of the Intellectual Property of any third party; and (viii) any other Contract, the termination or breach of which would be, or would be reasonably expected to be material to the Company. (b) With respect to each such Contract required to be set forth on Schedule 3.7(f), Schedule 3.7(s) or Schedule 3.9(a) (collectively, the “Material Contracts”): (w) such Material Contract is legal, valid, binding, enforceable, to the Company’s Knowledge free and clear of any Lien, and in full force and effect on identical terms as set forth in the copies provided to Acquiror; (x) neither the Company, nor to the Company’s Knowledge, the other party(ies) thereto, is in breach or default is in breach or default or has threatened to breach or default, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a breach or default, or permit termination, or acceleration, under such Material Contract; (y) neither the Company, nor to the Company’s Knowledge, the other party(ies) thereto, have repudiated or threatened in writing to repudiate any provision of such Material Contract, and there is no dispute pending or, to the Company’s Knowledge, threatened under any such Material Contract; and (z) except as set forth on Schedule 3.9(b)(z) no such Material Contract would require consent for Acquiror to acquire the Company, as contemplated by this Agreement, or operate the business of the Company as it is currently being operated. (c) Except as set forth on Schedule 3.9(c), the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any of its Equity Interests, (ii) incurred any Indebtedness or incurred any other liabilities individually in excess of $100,000, (iii) made any loans or advances to any Person, other than advances for travel expenses in the ordinary course of business, or (iv) other than in the ordinary course of the Company’s business, sold, exchanged or otherwise disposed of any of its assets or rights. For the purposes of subsections (c) and (d) of this Section 3.9, all Indebtedness, liabilities, Contracts and proposed transactions involving the same Person (including any other 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. (d) The no Group Company is a guarantor or indemnitor of any Indebtedness of any other Person.

Agreements; Actions. (a) Schedule 3.9(a) sets forth all 2.12.1 Except for the Transaction Agreements, there are no Contracts or proposed transactions to which the Company is a party or by which it is bound (other than the Transaction Agreements and Contracts governing purchases of the Company’s services pursuant to the Company’s standard form customer agreement) that involve or relate to: (ia) obligations (contingent or otherwise) of, or payments to, the Company in excess of $150,00025,000 in any twelve (12)-month period, (iib) currently outstanding Indebtedness, (c) the sale of the accounts receivable of the Company to any other Person at a discount, (d) the guarantee of any obligation for borrowed money or otherwise, (e) the lending of funds, (f) the lease, sublease, license or holding by the Company of any real or material personal property, buildings, structures or improvements owned by any other Person, (g) the lease, sublease, license or permit of any third Person to hold, occupy or operate any real or material personal property owned, leased, subleased, licensed or controlled by the Company, (h) the assignment or license of any Intellectual Property to or from the Company, (i) the grant of rights to manufacture, produce, assemble, license, market, or sell its the Company’s products to any other Person Person, or that limit the Company’s exclusive right to develop, manufactureproduce, assemble, distribute, market or sell its products, (iiij) Contracts for any prohibition on the lease of real property Company from engaging in its business anywhere in the world, including, without limitation, pursuant to any non-competition provision, any non-solicitation provision or real property interests to or any most favored customer provision, (k) indemnification by the Company, (ivl) Contracts except for Indebtedness, (v) Contracts with any Governmental Body, (vi) the grant by any Person of a power of attorney, (vii) Contracts between the Company and any other Person wherein or whereby the Company has agreed to, or assumedTransaction Agreements, any obligation shareholders’ agreement or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability or provide a right of rescission with respect agreement relating to the Infringement by issuance, voting, repurchase or transfer of any securities of the Company or such other Person of the Intellectual Property granting of any third party; and registration rights with respect thereto to which the Company is a party or (viiim) any other ContractContract with any Affiliate (each, the termination or a “Material Agreement”). The Company is not in material breach of which would be, or would be reasonably expected to be material to the Company. (b) With respect to each such Contract required to be set forth on Schedule 3.7(f), Schedule 3.7(s) or Schedule 3.9(a) (collectively, the “default under any Material Contracts”): (w) such Material Contract is legal, valid, binding, enforceableAgreement and, to the Company’s Knowledge free and clear knowledge, there is no current claim or threat that the Company is or has been in material breach of or default under any Lien, and Material Agreement. Each Material Agreement is in full force and effect on identical terms and is enforceable by the Company in accordance with its respective terms, except as set forth in may be limited by (i) applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the copies provided to Acquiror; enforcement of creditors’ rights generally, or (xii) neither the Company, nor to effect of rules of law governing the availability of equitable remedies. To the Company’s Knowledgeknowledge, the no other party(ies) thereto, party to a Material Agreement is in material default thereunder or in actual or anticipated material breach or default is in breach or default or has threatened to breach or default, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a breach or default, or permit termination, or acceleration, under such Material Contract; (y) neither the Company, nor to the Company’s Knowledge, the other party(ies) thereto, have repudiated or threatened in writing to repudiate any provision of such Material Contract, and there is no dispute pending or, to the Company’s Knowledge, threatened under any such Material Contract; and (z) except as set forth on Schedule 3.9(b)(z) no such Material Contract would require consent for Acquiror to acquire the Company, as contemplated by this Agreement, or operate the business of the Company as it is currently being operatedthereof. (c) 2.12.2 Except as set forth on Schedule 3.9(c)disclosed in the SEC Reports or under the Convertible Note, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any of its Equity Interests, (iia) incurred any Indebtedness indebtedness for money borrowed or incurred any other liabilities individually in excess of $100,00010,000 or in excess of $25,000 in the aggregate (other than indebtedness or liabilities that have already been fully satisfied), (iiib) made any loans or advances to any Person, other than ordinary advances for travel expenses in the ordinary course of businessexpenses, or (ivc) other than in the ordinary course of the Company’s business, 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 (c) Section 2.12.1 and (d) of this Section 3.92.12.2, all Indebtednessindebtedness, liabilities, Contracts agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including any other 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 subsectionSection. (d) 2.12.3 The no Group Company is not a guarantor or indemnitor of any Indebtedness of any other Person. 2.12.4 All the Material Contracts are valid and binding on the Company or its applicable subsidiary, enforceable against it in accordance with its terms, and is in full force and effect; (ii) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any third party has violated any provision of, or failed to perform any obligation required under the provisions of, any Company Material Contract; and (iii) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any third party is in breach, or has received written notice of breach, of any Company Material Contract.

Agreements; Actions. (a) Schedule 3.9(a) 2.8 sets forth all Contracts or proposed transactions to which the Company is a party or by which it is bound (other than the Transaction Agreements and Contracts governing purchases of the Company’s services pursuant to the Company’s standard form customer agreementAgreements) that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $150,00050,000 annually, (ii) the license of any Intellectual Property Rights, patent, Copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, 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, (iiiiv) indemnification by the Company with respect to infringements of proprietary rights, (v) Contracts for the lease of real property or real property interests to or by the Company, (ivvi) Contracts for Indebtedness, (vvii) Contracts with any Governmental Body, (viviii) Contracts by which the grant by Company has granted any Person of a power of attorney, (viiix) Contracts between the Company with all Major Suppliers, Major Customers, Major ICPs and any other Person wherein or whereby the Company has agreed toMajor Channel Partners, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability or provide a right of rescission with respect to the Infringement by the Company or such other Person of the Intellectual Property of any third party; and (viiix) any other Contract, or group of Contracts, the termination or breach of which would be, or would be reasonably expected to be material to the Company. (b) With respect to each such Contract agreement required to be set forth on Schedule 3.7(f)2.8, Schedule 3.7(s) or Schedule 3.9(a) (collectively, the “Material Contracts”): (w) such Material Contract agreement is legal, valid, binding, enforceable, to the Company’s Knowledge free and clear of any Lien, and in full force and effect on identical terms as set forth in the copies provided to Acquirorthe Purchaser; (x) neither the Company, nor to the Company’s Knowledge, the other party(ies) thereto, is in breach or default is in breach or default or has threatened to breach or default, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would reasonably be expected to constitute a breach or default, or permit termination, modification or acceleration, under such Material Contractagreement; (y) neither the Company, nor to the Company’s Knowledge, the other party(ies) thereto, have repudiated or threatened in writing to repudiate any provision of such Material Contractagreement, and there is no dispute pending or, to the Company’s Knowledge, threatened under any such Material Contractagreement; and (z) except as set forth on Schedule 3.9(b)(z2.8(b)(z) no such Material Contract agreement would restrict in any way or require consent for Acquiror the Purchaser to acquire the Company, as contemplated by this Agreement, or operate the business of the Company as it is currently being operated. (c) Except as set forth on Schedule 3.9(c), the The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its Equity Interests, (ii) incurred any Indebtedness or incurred any other liabilities individually in excess of $100,00050,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Person, other than advances for travel expenses in the ordinary course of business, or (iv) other than in the ordinary course of the Company’s business, sold, exchanged or otherwise disposed of any of its material assets or rights. . (d) For the purposes of subsections (c) and (d) of this Section 3.92.8, all Indebtednessindebtedness, liabilities, understandings, instruments, Contracts and proposed transactions involving the same Person (including any other 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. (de) The no Group Company is not a guarantor or indemnitor of any Indebtedness of any other Person.

Agreements; Actions. (a) Schedule 3.9(a) sets forth all Contracts or proposed transactions to which the Company is a party or by which it is bound (other than the Transaction Agreements and Contracts governing purchases of the Company’s 's services pursuant to the Company’s 's standard form customer agreement) that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $150,000, (ii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person or that limit the Company’s 's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iii) Contracts for the lease of real property or real property interests to or by the Company, (iv) Contracts for Indebtedness, (v) Contracts with any Governmental Body, (vi) the grant by any Person of a power of attorney, (vii) Contracts between the Company and any other Person wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability or provide a right of rescission with respect to the Infringement by the Company or such other Person of the Intellectual Property of any third party; and (viii) any other Contract, the termination or breach of which would be, or would be reasonably expected to be material to the Company. (b) With respect to each such Contract required to be set forth on Schedule 3.7(f), Schedule 3.7(s3.7(n), Schedule 3.7(o) or Schedule 3.9(a) (collectively, the “"Material Contracts”"): (wi) such Material Contract is legal, valid, binding, enforceable, to the Company’s 's Knowledge free and clear of any Lien, and in full force and effect on identical terms as set forth in the copies provided to Acquiror; (xii) neither the Company, nor to the Company’s 's Knowledge, the other party(ies) thereto, is in breach or default is in breach or default or has threatened to breach or default, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a breach or default, or permit termination, or acceleration, under such Material Contract; (yiii) neither the Company, nor to the Company’s 's Knowledge, the other party(ies) thereto, have repudiated or or, to the Company's Knowledge, threatened in writing to repudiate any provision of such Material Contract, and there is no dispute pending or, to the Company’s Knowledge, or threatened in writing under any such Material Contract; and (ziv) except as set forth on Schedule 3.9(b)(z3.9(b)(iv) no such Material Contract would require consent for Acquiror to acquire the Company, as contemplated by this Agreement, or operate the business of the Company as it is currently being operated. (c) Except as set forth on Schedule 3.9(c), the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any of its Equity Interests, (ii) incurred any Indebtedness or incurred any other liabilities individually in excess of $100,000, (iii) made any loans or advances to any Person, other than advances for travel expenses in the ordinary course of business, or (iv) other than in the ordinary course of the Company’s 's business, sold, exchanged or otherwise disposed of any of its assets or rights. For the purposes of subsections (c) and (d) of this Section 3.9, all Indebtedness, liabilities, Contracts and proposed transactions involving the same Person (including any other 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. (d) The no No Group Company is a guarantor or indemnitor of any Indebtedness of any other Person.

Agreements; Actions. (a) Except as set forth in Section 3.10(a) of the Company Disclosure Schedule, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, Affiliates or any Affiliate thereof. (b) Section 3.10(b) of the Company Disclosure Schedule 3.9(a) sets forth all Contracts agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which the Company is a party or by which it is bound (other than the Transaction Agreements and Contracts governing purchases of the Company’s services pursuant to the Company’s standard form customer agreement) that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $150,00050,000 or that may not be extinguished on thirty (30) days notice or less, (ii) the grant license, assignment or transfer of rights any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses to the Company arising from the purchase of off-the-shelf or other standard products), (iii) the manufacture, producemarketing, assemblesale or distribution of any products of the Company, license, marketin any jurisdiction, or sell its products to any other Person or that limit restrictions on the Company’s exclusive right rights to develop, manufacture, assemble, distribute, market or and sell its products, (iiiiv) Contracts for the lease of real property or real property interests to or indemnification by the CompanyCompany with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, (iv) Contracts for Indebtednesssale or license agreements entered into in the ordinary course of business), (v) Contracts with any Governmental Body, supply agreements or (vi) the grant by any Person of a power of attorney, (vii) Contracts between the Company and any other Person wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or agreements that are otherwise assume or incur any obligation or liability or provide a right of rescission with respect material to the Infringement by the Company or such other Person business of the Intellectual Property of any third party; and (viii) any other Contract, the termination or breach of which would be, or would be reasonably expected to be material to the Company. (bc) With respect The Company has delivered, or has caused to be delivered, to Parent correct and complete copies of each contract, agreement or other arrangement listed in Section 3.10 of the Company Disclosure Schedule, as such contracts, agreements and arrangements are amended to date. Except as set forth in Section 3.10(c) of the Company Disclosure Schedule, each such Contract required to be set forth on Schedule 3.7(f)contract, Schedule 3.7(s) agreement or Schedule 3.9(a) (collectively, the “Material Contracts”): (w) such Material Contract other arrangement is legal, a valid, bindingbinding and enforceable obligation of the Company, enforceableand, to the knowledge of the Company’s Knowledge free and clear , of any Lienthe other party or parties thereto, and is in full force and effect on identical terms effect. Except as set forth in Section 3.10(c) of the copies provided Company Disclosure Schedule, neither the Company nor, to Acquiror; (x) neither the knowledge of the Company, nor to the Company’s Knowledge, the other party(ies) thereto, party or parties thereto is in breach or default is in breach or default or has threatened to breach or defaultnon-compliance, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a breach or default, or permit termination, or acceleration, under such Material Contract; (y) neither the Company, nor to the Company’s Knowledge, the other party(ies) thereto, have repudiated or threatened in writing to repudiate any provision of such Material Contract, and there is no dispute pending or, to the knowledge of the Company’s Knowledge, threatened under is considered to be in breach or non-compliance by the other party thereto, of any term of any such Material Contract; and (z) except contract, agreement or other arrangement. Except as set forth on in Section 3.10(c) of the Company Disclosure Schedule, the Company has not received notice of any default or threat thereof with respect to any such contract, agreement or other arrangement, and the Company does not have any reasonable basis for suspecting that any such default exists or will arise. Subject to obtaining any necessary consents by the other party or parties to any such contract, agreement or other arrangement (as further set forth in Section 3.10(c) of the Company Disclosure Schedule), no contract, agreement or other arrangement listed in Section 3.10 of the Company Disclosure Schedule 3.9(b)(z) no such Material Contract includes or incorporates any provision, the effect of which would require consent for Acquiror be to acquire enlarge or accelerate any obligations of the CompanyCompany or give additional rights to any other party thereto or will, as in any other way, be adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement, or operate the business of the Company as it is currently being operated. (cd) Except as set forth on Schedule 3.9(c)in Section 3.10(d) of the Company Disclosure Schedule, the Company has not (i) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its Equity Interestscapital stock, (ii) incurred any Indebtedness for money borrowed or incurred any other liabilities individually in excess of $100,00050,000 or, in the case of Indebtedness or liabilities individually less than $50,000, in excess of $250,000 in the aggregate, (iii) made any loans or advances to any Personperson, other than ordinary advances for travel expenses in the ordinary course of business, or (iv) other than in the ordinary course of the Company’s business, sold, exchanged or otherwise disposed of any of its assets or rights. , other than in the ordinary course of business. (e) For the purposes of subsections (c) and (d) of this Section 3.93.10(b), all Indebtedness, liabilities, Contracts agreements, understandings, instruments, contracts and proposed transactions involving the same Person person (including any other Persons or persons the Company has reason to believe are affiliated with each otherone another) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsectionthe provisions of Section 3.10(b). (d) The no Group Company is a guarantor or indemnitor of any Indebtedness of any other Person.

Agreements; Actions. (a) Schedule 3.9(a) sets forth all Contracts Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound (other than the Transaction Agreements and Contracts governing purchases of the Company’s services pursuant to the Company’s standard form customer agreement) that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $150,00025,000, (ii) the license or transfer of or other agreements regarding any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products or services to any other Person or that limit limits the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iii) Contracts for the lease of real property or real property interests to or by the Company, (iv) Contracts for Indebtedness, (v) Contracts with any Governmental Body, (vi) the grant indemnification by any Person of a power of attorney, (vii) Contracts between the Company and any other Person wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability or provide a right of rescission with respect to infringements of proprietary rights. Collectively, all of the Infringement by foregoing are “Material Contracts.” All Material Contracts are valid, binding and enforceable against the Company or such other Person of the Intellectual Property of any third party; and (viii) any other Contractand, the termination or breach of which would be, or would be reasonably expected to be material to the Company’s knowledge, against the other parties thereto in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies. The Company is not in default under any Material Contract. (b) With respect to each such Contract required to be set forth on Schedule 3.7(f), Schedule 3.7(s) or Schedule 3.9(a) (collectively, the “Material Contracts”): (w) such Material Contract is legal, valid, binding, enforceable, to the Company’s Knowledge free and clear of any Lien, and in full force and effect on identical terms as set forth in the copies provided to Acquiror; (x) neither the Company, nor to the Company’s Knowledge, the other party(ies) thereto, is in breach or default is in breach or default or has threatened to breach or default, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a breach or default, or permit termination, or acceleration, under such Material Contract; (y) neither the Company, nor to the Company’s Knowledge, the other party(ies) thereto, have repudiated or threatened in writing to repudiate any provision of such Material Contract, and there is no dispute pending or, to the Company’s Knowledge, threatened under any such Material Contract; and (z) except as set forth on Schedule 3.9(b)(z) no such Material Contract would require consent for Acquiror to acquire the Company, as contemplated by this Agreement, or operate the business of the Company as it is currently being operated. (c) Except as set forth on Schedule 3.9(c), the 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 Equity Interestscapital stock, (ii) incurred any Indebtedness indebtedness for money borrowed or incurred any other liabilities individually in excess of $100,000100,000 or in excess of $200,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses in the ordinary course of businessexpenses, or (iv) other than in the ordinary course of the Company’s business, 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 (ca) and (db) of this Section 3.9Subsection 2.11, all Indebtednessindebtedness, liabilities, Contracts agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including any other 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. (dc) The no Group Company is not a guarantor or indemnitor of any Indebtedness indebtedness of any other Person.

Agreements; Actions. (a) Except as set forth on Schedule 3.9(a2.9(a), there are no agreements, understandings or proposed transactions between the Company and Opco or any of their respective officers, directors, affiliates, or any affiliate thereof, other than standard director and officer indemnification agreements. (b) sets Set forth on the Schedule 2.9(b) is a list of all Contracts agreements, understandings, instruments, contracts or proposed transactions to which the Company or Opco is a party or by which it the Company or Opco is bound (other than the Transaction Agreements and Contracts governing purchases of the Company’s services pursuant to the Company’s standard form customer agreement) that involve (i) obligations (obligations, contingent or otherwise) of, of or payments to, to the Company or Opco to a person, corporation or entity in excess of US $150,000100,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or Opco, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person person or that limit affect the Company’s 's or Opco's exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iii) Contracts for the lease of real property or real property interests to or by the Company, (iv) Contracts for Indebtedness, (v) Contracts with any Governmental Body, (vi) the grant by any Person of a power of attorney, (vii) Contracts between the Company and any other Person wherein 's or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability or provide a right of rescission with respect to the Infringement by the Company or such other Person of the Intellectual Property of any third party; and (viii) any other Contract, the termination or breach of which would be, or would be reasonably expected to be material to the CompanyOpco's respective products. (bc) With respect to each such Contract required to be set forth All of the contracts listed on Schedule 3.7(f), Schedule 3.7(s2.9(b) or Schedule 3.9(a) (collectively, the “Material Contracts”): (w) such Material Contract is legal, valid, binding, enforceable, to the Company’s Knowledge free and clear of any Lien, and are in full force and effect on identical and constitute legal, valid and binding obligations of, and are enforceable in accordance with their terms as set forth in the copies provided to Acquiror; (x) neither the Company, nor to the Company’s Knowledgeagainst, the other party(ies) theretoCompany or Opco, is in breach or default is in breach or default or has threatened to breach or defaultas applicable, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a breach or default, or permit termination, or acceleration, under such Material Contract; (y) neither the Company, nor to the Company’s Knowledge, the other party(ies) thereto, have repudiated or threatened in writing to repudiate any provision of such Material Contract, and there is no dispute pending orand, to the Company’s 's Knowledge, threatened under the respective other parties thereto. The Company and, to the Company's Knowledge, each other party to such contracts have performed in all materials respects all obligations required to be performed by them thereunder and are not in breach of any such Material Contract; agreements. The Company has delivered or made available to the Purchaser correct and (z) except as complete copies of each contract set forth on Schedule 3.9(b)(z) no such Material Contract would require consent for Acquiror to acquire the Company, as contemplated by this Agreement, or operate the business of the Company as it is currently being operated2.9(b). (cd) Except as set forth on Schedule 3.9(c2.9(d), neither the Company nor Opco 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 Equity Interestscapital stock, (ii) incurred has outstanding any Indebtedness indebtedness for money borrowed or incurred any other liabilities individually in excess of US $100,00050,000 individually or in excess of US $100,000 in the aggregate, other than payroll obligations for Opco's approximately 30 employees consistent with prior periods, obligations for supplies and rent consistent with prior periods all satisfied in the ordinary course (iii) made has outstanding any loans or advances to any Personperson, other than ordinary advances for travel expenses in the ordinary course of businessexpenses, or (iv) other than in the ordinary course of the Company’s business, sold, exchanged or otherwise disposed of any of its assets or rights. , other than in the ordinary course of business. (e) For the purposes of subsections (cSections 2.9(b) and (d) of this Section 3.9above, all Indebtednessindebtedness, liabilities, Contracts agreements, understandings, instruments, contracts and proposed transactions involving the same Person person or entity (including any other Persons persons or entities the Company has reason to believe are affiliated with each otherthat person or entity) shall be aggregated for the purpose purposes of meeting the individual minimum dollar amounts of each such subsection. (d) The no Group Company is a guarantor or indemnitor of any Indebtedness of any other Person.

Agreements; Actions. (a) Except as set forth in Section 2.10(a) of the Disclosure Schedule, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, Shareholders, Affiliates, or any Affiliate thereof. (b) Section 2.10(b) of the Disclosure Schedule 3.9(a) sets forth all Contracts agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or proposed transactions decrees to which the Company is a party or by which it is bound (other than the Transaction Agreements and Contracts governing purchases of the Company’s services pursuant to the Company’s standard form customer agreement) that involve (i1) obligations (contingent or otherwise) of, or payments to, the Company in excess of $150,000that may not be extinguished on thirty (30) days notice or less, (ii2) the grant license, assignment or transfer of rights any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses to the Company arising from the purchase of "off the shelf' or other standard products), (3) the manufacture, producemarketing, assemble, license, marketsale or distribution of any products of the Company in any jurisdiction, or sell its products to any other Person or that limit restrictions on the Company’s 's exclusive right rights to develop, manufacture, assemble, distribute, market or and sell its products, (iii4) Contracts for the lease of real property or real property interests to or indemnification by the Company, (iv) Contracts for Indebtedness, (v) Contracts with any Governmental Body, (vi) the grant by any Person of a power of attorney, (vii) Contracts between the Company and any other Person wherein or whereby the Company has agreed to, or assumed, any obligation or duty to warrant, indemnify, reimburse, hold harmless, guaranty or otherwise assume or incur any obligation or liability or provide a right of rescission with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the Infringement by the Company or such other Person ordinary course of the Intellectual Property of any third party; and business), (viii5) any supply agreements or (6) other Contract, the termination or breach of which would be, or would be reasonably expected to be agreements that are otherwise material to the business of the Company. (bc) With respect to each such Contract required The Company has delivered, has caused to be set forth on Schedule 3.7(f)delivered or made available to the Purchaser correct and complete copies of each contract, Schedule 3.7(sagreement or other arrangement listed in Section 2.10(b) of the Disclosure Schedule, as such contracts, agreements and arrangements are amended to date. Each such contract, agreement or Schedule 3.9(a) (collectively, the “Material Contracts”): (w) such Material Contract other arrangement is legal, a valid, bindingbinding and enforceable obligation of the Company, enforceableas applicable, and, to the knowledge of the Company’s Knowledge free and clear , of any Lienthe other party or parties thereto, and is in full force and effect on identical terms effect. Except as set forth in Section 2.10(c) of the copies provided Disclosure Schedule, neither the Company nor, to Acquiror; (x) neither the knowledge of the Company, nor to the Company’s Knowledge, the other party(ies) party or parties thereto, is in breach or default non-compliance, or is considered to be in breach or default or has threatened to breach or default, and no event has occurred, or will occur as a result of the transactions contemplated hereby, which with notice or lapse of time would constitute a breach or default, or permit termination, or acceleration, under such Material Contract; (y) neither the Company, nor to the Company’s Knowledge, noncompliance by the other party(ies) party thereto, have repudiated or threatened in writing to repudiate of any provision material term of such Material Contract, and there is no dispute pending or, to the Company’s Knowledge, threatened under any such Material Contract; and (z) except as set forth on Schedule 3.9(b)(z) no such Material Contract would require consent for Acquiror to acquire the Companycontract, as contemplated by this Agreement, agreement or operate the business of the Company as it is currently being operated. (c) other arrangement. Except as set forth on in Section 2.10(c) of the Disclosure Schedule, the Company has not received written notice of any default or threat thereof with respect to any such contract, agreement or other arrangement and the Company has no reasonable basis for suspecting that any such default exists or will be forthcoming. Subject to obtaining any necessary consents by the other party or parties to any such contract, agreement or other arrangement (as further set forth in Section 2.10(c) of the Disclosure Schedule), no contract, agreement or other arrangement listed in Section 2.10 of the Disclosure Schedule 3.9(c)includes or incorporates any provision the effect of which would be to enlarge or accelerate any obligations of the Company or give additional rights to any other party thereto or will in any other way be materially adversely affected by, or terminate or lapse by reason of, the transactions contemplated by this Agreement or the Related Agreements. (d) Since January 1, 2004, the Company has not (i1) declared or paid any dividends, dividends or authorized or made any distribution upon or with respect to any class or series of its Equity Interestscapital stock, (ii2) incurred any Indebtedness for money borrowed or incurred any other liabilities individually in excess of $100,000liabilities, (iii3) made any loans or advances to any Personperson, other than ordinary advances for travel expenses in the ordinary course of businessand other business expenses, or (iv4) other than in the ordinary course of the Company’s business, sold, exchanged or otherwise disposed of any of its assets or rights. For , other than the purposes sale of subsections (c) and (d) its inventory in the ordinary course of this Section 3.9, all Indebtedness, liabilities, Contracts and proposed transactions involving the same Person (including any other 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 subsectionbusiness. (d) The no Group Company is a guarantor or indemnitor of any Indebtedness of any other Person.