Common use of Agreements, Etc Clause in Contracts

Agreements, Etc. Section 3.1(m) of the Company Disclosure Schedule sets forth a true and complete list of all written or oral contracts, agreements and other instruments not made in the ordinary course of business to which the Company is a party, or made in the ordinary course of business and referred to in clauses (i) through (xvii) of this Section 3.1(m). Except as set forth in Section 3.1(m), the Company is not a party to any agreement, arrangement or understanding, whether written or oral, formal or informal, relating to: (i) agreements for the development, modification or enhancement of computer software or multimedia products; (ii) any material distributorship, dealer, sales, advertising, agency, manufacturer's representative, franchise or similar contract or relationship or any other contract relating to the payment of a commission or other fee calculated as or by reference to a percentage of the profits or revenues of the Company or of any business segment of the Company; (iii) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (iv) any collective bargaining contract or other contract with or commitment to any labor union; (v) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company in an amount in excess of $10,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) days' notice without cost or other liability at or at any time after the Effective Time, or in which the Company has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, assets or territory; (vi) any license (whether as licensor or licensee), or sublicense, royalty, permit, or franchise agreement, including, without limitation, any agreement pursuant to which the Company licenses any Company Rights to any third party (other than ordinary course licenses to end-users); (vii) the content or delivery of its computer software or multimedia products and services (including the transmission or other performance (electronically or otherwise)); (viii) the employment of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective Time; (ix) profit-sharing, bonus, stock option, stock appreciation right, pension, retirement, disability, stock purchase, hospitalization, insurance or similar plan or agreement, formal or informal, providing benefits to any current or former officer, employee, agent or consultant; (x) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (xi) any agreement, instrument or other arrangement granting or permitting any Encumbrance on any of the properties, assets or rights of the Company; (xii) any lease for real property (whether as lessor or lessee) or any other lease or agreement under which the Company is lessee of or holds or operates any items of tangible personal property owned by any third party; (xiii) contract or commitment for charitable contributions; (xiv) contract or commitment for capital expenditures individually or in the aggregate in excess of $10,000; (xv) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code as a result of the transactions contemplated hereby; (xvi) agreement or arrangement for the sale of any assets, properties or rights having a value in excess of $10,000; (xvii) agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; or (xviii) any other agreement, contract or commitment which is material to the Company.

Agreements, Etc. Section 3.1(m) of the Company Disclosure ---------------- Schedule sets forth a true and complete list of all written or oral contracts, agreements and other instruments not made in the ordinary course of business to which the Company is a party, or made in the ordinary course of business and referred to in clauses (i) through (xviixviii) of this Section 3.1(m). Except as set forth in Section 3.1(m)) of the Company Disclosure Schedule, the Company is not a party to any agreement, arrangement or understanding, whether written or oral, formal or informal, relating to: (i) agreements for the development, modification or enhancement of computer software or multimedia products; (ii) any material distributorship, dealer, sales, advertising, agency, manufacturer's representative, franchise or similar contract or relationship or any other contract relating to the payment of a commission or other fee calculated as or by reference to a percentage of the profits or revenues of the Company or of any business segment of the Company; (iii) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (iv) any collective bargaining contract or other contract with or commitment to any labor union; (v) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company in an amount in excess of $10,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) 30 days' notice without cost or other liability at or at any time after the Effective Time, or in which the Company has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, assets or territory; (vi) any license (whether as licensor or licensee), or sublicense, royalty, permit, or franchise agreement, including, without limitation, any agreement pursuant to which the Company licenses any Company Rights to any third party (other than ordinary course licenses to end-users); (vii) the content or delivery of its computer software or multimedia products and services (including the transmission or other performance (electronically or otherwise)); (viii) the employment of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective Time; (ix) any profit-sharing, bonus, stock option, stock appreciation right, pension, retirement, disability, stock purchase, hospitalization, insurance or similar plan or agreement, formal or informal, providing benefits to any current or former director, officer, employee, agent or consultant; (x) any indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (xi) any agreement, instrument or other arrangement granting or permitting any Encumbrance on any of the properties, assets or rights of the Company; (xii) any lease for real property (whether as lessor or lessee) or any other lease or agreement under which the Company is lessee of or holds or operates any items of tangible personal property owned by any third party; (xiii) any contract or commitment for charitable contributions; (xiv) any contract or commitment for capital expenditures individually or in the aggregate in excess of $10,000; (xv) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any an "excess parachute payment" (as defined in Section 280G(b)(i280G(b)(1) of the Code) being made under Section 280G of the Code as a result of the transactions contemplated hereby; (xvi) any agreement or arrangement for the sale of any assets, properties or rights having a value in excess of $10,000; (xvii) any agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; or (xviii) any other agreement, contract or commitment which is material to the Company.

Agreements, Etc. Section 3.1(m) of the Company Disclosure Schedule sets forth a true and complete list of all written or oral contracts, agreements and other instruments not made in the ordinary course of business to which the Company CASS is a party, or made in the ordinary course of business and referred to in clauses (i) through (xviixviii) of this Section 3.1(m). Except as set forth in on Section 3.1(m)) of the Disclosure Schedule, the Company CASS is not a party to any agreement, arrangement or understanding, whether written or oral, formal or informal, relating to: (i) agreements for the development, modification or enhancement of computer software or multimedia products; (ii) any material distributorship, dealer, sales, advertising, agency, manufacturer's representative, franchise or similar contract or relationship or any other contract relating to the payment of a commission or other fee calculated as or by reference to a percentage of the profits or revenues of the Company CASS or of any business segment of the CompanyCASS; (iii) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (iv) any collective bargaining contract or other contract with or commitment to any labor union; (v) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company CASS in an amount in excess of $10,000 75,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) 30 days' notice without cost or other liability at or at any time after the Effective Time, or in which the Company CASS has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, assets or territory; (vi) any license (whether as licensor or licensee), or sublicense, royalty, permit, or franchise agreement, including, without limitation, any agreement pursuant to which the Company CASS licenses any Company Rights Intellectual Property to any third party (other than ordinary course licenses to end-usersusers and "shrink-wrap" licenses for off-the-shelf software); (vii) the content or delivery of its computer software or multimedia products and services (including the transmission or other performance (electronically or otherwise)); (viii) the employment of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective Time; (ix) profit-sharing, bonus, stock option, stock appreciation right, pension, retirement, disability, stock purchase, hospitalization, insurance or similar plan or agreement, formal or informal, providing benefits to any current or former director, officer, employee, agent or consultant; (x) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (xi) any agreement, instrument or other arrangement granting or permitting any Encumbrance on any of the properties, assets or rights of the Company; (xii) any lease for real property (whether as lessor or lessee) or any other lease or agreement under which the Company is lessee of or holds or operates any items of tangible personal property owned by any third party; (xiii) contract or commitment for charitable contributions; (xiv) contract or commitment for capital expenditures individually or in the aggregate in excess of $10,000; (xv) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code as a result of the transactions contemplated hereby; (xvi) agreement or arrangement for the sale of any assets, properties or rights having a value in excess of $10,000; (xvii) agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; or (xviii) any other agreement, contract or commitment which is material to the Company.

Agreements, Etc. Section 3.1(m2.1(m) of the Company Seller Disclosure Schedule sets forth a true and complete list of all written or oral contracts, agreements and other instruments not made in the ordinary course of business to which the Company is a party, or made in the ordinary course of business and referred to in clauses (i) through (xviixvi) of this Section 3.1(m2.1(m). Except as set forth in Section 3.1(m2.1(m), the Company is not a party to any agreement, arrangement or understanding, whether written or oral, formal or informal, relating to: (i) agreements for the development, modification or enhancement of computer software or multimedia productsthe Company Rights; (ii) any material distributorship, dealer, sales, advertising, agency, manufacturer's representative, franchise or similar contract or relationship or any other contract relating to the payment of a commission or other fee calculated as or by reference to a percentage of the profits or revenues of the Company or of any business segment of the Company; (iii) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (iv) any collective bargaining contract or other contract with or commitment to any labor union; (v) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company in an amount in excess of $10,000 15,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) days' notice without cost or other liability at or at any time after the Effective TimeClosing Date, or in which the Company has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, assets or territory; (vi) any license (whether as licensor or licensee), or sublicense, royalty, permit, or franchise agreement, including, without limitation, any agreement pursuant to which the Company licenses any Company Rights to any third party (other than ordinary course licenses to end-users); (vii) the content or delivery of its computer software or multimedia products and services (including the transmission or other performance (electronically or otherwise)); (viii) the employment of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective TimeClosing Date; (ixviii) profit-sharing, bonus, stock option, stock appreciation right, pension, retirement, disability, stock purchase, hospitalization, insurance or similar plan or agreement, formal or informal, providing benefits to any current or former officer, employee, agent or consultant; (xix) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (xix) any agreement, instrument or other arrangement granting or permitting any Encumbrance on any of the properties, assets or rights of the Company; (xiixi) any lease for real property (whether as lessor or lessee) or any other lease or agreement under which the Company is lessee of or holds or operates any items of tangible personal property owned by any third party; (xiiixii) contract or commitment for charitable contributions; (xivxiii) contract or commitment for capital expenditures individually or in the aggregate in excess of $10,00015,000; (xvxiv) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code as a result of the transactions contemplated hereby; (xvixv) agreement or arrangement for the sale of any assets, properties or rights having a value in excess of $10,00015,000; (xviixvi) agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; or (xviiixvii) any other agreement, contract or commitment which is material to the Company. For purposes of this Section 2.1(m), the term "material" shall mean and refer to those agreements, contracts, instruments or arrangements (as applicable) that involve payments or expenditures by or to the Company, or otherwise have an aggregate value, of at least $15,000. The Seller or the Company has furnished to the Buyer true and complete copies of all such agreements or electronic standardized versions of such agreements, listed in Section 2.1(m) of the Seller Disclosure Schedule and (x) each such agreement (A) is the legal, valid and binding obligation of the Company and, to the best knowledge of the Seller and each of the Partners, the legal, valid and binding obligation of each other party thereto, in each case enforceable in accordance with its terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium and similar laws relating to or affecting the rights of creditors generally (B) is to the best knowledge of Seller and each of the Partners in full force and effect and (y) to the Knowledge of the Seller and each of the Partners, except as set forth in Section 2.1(m) of the Seller Disclosure Schedule, the other party or parties thereto is or are not in material default thereunder.

Agreements, Etc. Section 3.1(m) of the Company Disclosure Schedule sets forth a true and complete list of all written or oral contracts, agreements and other instruments not made in the ordinary course of business to which the Company is a party, or made in the ordinary course of business and referred to in clauses (i) through (xviixviii) of this Section 3.1(m). Except as set forth in Section 3.1(m), the The Company is not a party to any agreement, arrangement or understanding, whether written or oral, formal or informal, relating to: (i) agreements for the development, modification or enhancement of computer software or multimedia products; (ii) any material distributorship, dealer, sales, advertising, agency, manufacturer's representative, franchise or similar contract or relationship or any other contract relating to the payment of a commission or other fee calculated as or by reference to a percentage of the profits or revenues of the Company or of any business segment of the Company; (iii) any joint venture, partnership or other agreement or arrangement for the sharing of profits; (iv) any collective bargaining contract or other contract with or commitment to any labor union; (v) the future purchase, sale or license of products, material, supplies, equipment or services requiring payments to or from the Company in an amount in excess of $10,000 25,000 per annum, which agreement, arrangement or understanding is not terminable on thirty (30) 30 days' notice without cost or other liability at or at any time after the Effective Time, or in which the Company has granted or received manufacturing rights, most favored nations pricing provisions or exclusive marketing or other rights relating to any product, group of products, services, technology, assets or territory; (vi) any license (whether as licensor or licensee), or sublicense, royalty, permit, or franchise agreement, including, without limitation, any agreement pursuant to which the Company licenses any Company Rights to any third party (other than ordinary course licenses to end-users); (vii) the content or delivery of its computer software or multimedia products and services (including the transmission or other performance (electronically or otherwise)); (viii) the employment of any officer, employee, consultant or agent or any other type of contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other liability at or at any time after the Effective Time; (ix) profit-sharing, bonus, stock option, stock appreciation right, pension, retirement, disability, stock purchase, hospitalization, insurance or similar plan or agreement, formal or informal, providing benefits to any current or former director, officer, employee, agent or consultant; (x) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (xi) any agreement, instrument or other arrangement granting or permitting any Encumbrance on any of the properties, assets or rights of the Company; (xii) any lease for real property (whether as lessor or lessee) or any other lease or agreement under which the Company is lessee of or holds or operates any items of tangible personal property owned by any third party; (xiii) contract or commitment for charitable contributions; (xiv) contract or commitment for capital expenditures individually or in the aggregate in excess of $10,000; (xv) any agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any an "excess parachute payment" (as defined in Section 280G(b)(i280G(b)(1) of the Code) being made under Section 280G of the Code as a result of the transactions contemplated hereby; (xvi) agreement or arrangement for the sale of any assets, properties or rights having a value in excess of $10,00025,000; (xvii) agreement which restricts the Company from engaging in any aspect of its business or competing in any line of business in any geographic area; or (xviii) any other agreement, contract or commitment which is material to the Company.