Common use of Agreements; Actions Clause in Contracts

Agreements; Actions. (a) Except for the Transaction Agreements and this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which NewCo is a party or by which it is bound that involve: (i) obligations (contingent or otherwise) of, or payments to, NewCo in excess of $50,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from NewCo, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit NewCo’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iv) indemnification by NewCo with respect to infringements of proprietary rights, or (v) any other material restriction on the operation of NewCo’s business. (b) NewCo 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 $50,000 or in excess of $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 (a) and (b) of this Section 7.12, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons that NewCo 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) NewCo is not a guarantor or indemnitor of any indebtedness of any other Person.

Agreements; Actions. (a) Except for the Transaction Agreements Agreements, and this Agreementas set forth on Schedule 2.10(a), there are no agreements, understandings, instrumentsInstruments, contracts or proposed transactions to which NewCo the Company is a party or by which it is bound that involve: involve (i1) obligations (contingent or otherwise) of, or payments to, NewCo the Company in excess of $50,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from NewCothe Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit NewCothe Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by NewCo the Company with respect to infringements of proprietary rights, or (v) any other material restriction on the operation of NewCo’s business. (b) NewCo The Company has not: not (i) declared or paid any dividends, or authorized authorised 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 $50,000 or in excess of $100,000 in the aggregate, except as set forth on Schedule 2.10(h), (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 (ab) and (bc) of this Section 7.12Sectir 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons that NewCo the Company has reason to believe are affiliated with each other) shall shalt be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection. (c) NewCo The Company is not a guarantor or indemnitor of any indebtedness of any other Person, (d) The Company has not engaged in the past three (3) months in any discussion with any representative of any Person regarding 0) 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 and this Agreementor as disclosed in Section 2.10(a) of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which NewCo the Company is a party or by which it is bound that involve: involve (i) obligations (contingent or otherwise) of, or payments to, NewCo the Company in excess of $50,000100,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from NewCothe Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit NewCothe Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by NewCo the Company with respect to infringements of proprietary rights, or (v) any other material restriction on the operation of NewCo’s business. (b) NewCo 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) excepting trade payable incurred in the Ordinary Course or as disclosed in Section 2.10(b) of the Disclosure Schedule, incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $50,000 or in excess of $100,000 in the aggregateliabilities, (iii) made any loans or advances to any Person, other than ordinary advances for travel business 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 businessOrdinary Course. For the purposes of clauses (a) and (b) of this Section 7.122.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons that NewCo 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. (c) NewCo The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

Agreements; Actions. (a) Except for as shown in Section 3.10 of the Transaction Agreements Disclosure Schedule, excluding this Agreement and this Agreementthe Notes, there are no agreements, understandings, instruments, contracts or proposed transactions to which NewCo the Company is a party or by which it is bound that involve: involve (i) obligations (contingent or otherwise) of, or payments to, NewCo the Company, as applicable, in excess of $50,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from NewCothe Company, as applicable, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit NewCothe Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by NewCo the Company with respect to infringements of proprietary rights, or (v) any other material restriction on the operation of NewCo’s business. (b) NewCo 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 or in the aggregate in excess of $50,000 or in excess of $100,000 in the aggregate50,000, (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 (aii) and (biii) of this Section 7.123.10(b), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons that NewCo 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) NewCo The Company is not a guarantor or indemnitor of any indebtedness of any other Person.

Agreements; Actions. (a) Except for the Transaction Agreements and this Agreementor as set forth on Subsection 2.10(a) of the Disclosure Schedules, there are no agreements, understandings, instruments, contracts or proposed transactions to which NewCo the Company is a party or by which it is bound that involve: involve (i) obligations (contingent or otherwise) of, or payments to, NewCo the Company in excess of $50,000100,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from NewCothe Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit NewCothe Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by NewCo the Company with respect to infringements of proprietary rights, or (v) any other material restriction on the operation of NewCo’s business. (b) NewCo 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 $50,000 100,000 or in excess of $100,000 250,000 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 (a) and (b) of this Section 7.12Subsection 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons that NewCo 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) NewCo The Company is not a guarantor or indemnitor of any indebtedness of any other Person.