Common use of Business Contracts Clause in Contracts

Business Contracts. Set forth in Section 3.15 of the Visant Disclosure Schedule is a complete and accurate list (such list organized to reflect the different subsections of this Section 3.15) of each Business Contract: (a) for the lease of real or personal property providing for annual rentals of $135,000 or more; (b) that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $2,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $10,000,000; (c) with respect to any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business or in which Xxx Xxxxxxxx or any of the Transferred Subsidiaries owns any voting or economic interest, other than any partnership that is wholly owned by Xxx Xxxxxxxx or any of the Transferred Subsidiaries; (d) relating to Indebtedness (other than the Intracompany Payables); (e) that (i) purports to limit in any material respect either the type of business in which Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates) may engage or the manner or locations in which any of them may so engage in any business, (ii) could require the disposition of any material assets or line of business of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates), (iii) grants “most favored nation” status that, following the Closing, would apply to Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates), (iv) prohibits or limits in any material respect the right of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates) to make, sell or distribute any products or services or (v) grants any Person (other than Employees as part of the Business) exclusive or similar rights in respect of any services in any line of business or any geographic area with respect to or affecting Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates); (f) containing a standstill or similar agreement pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries has agreed not to acquire assets or securities of the other party or any of its Affiliates; (g) that is a material Intellectual Property Contract (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized for Xxx Xxxxxxxx or any Transferred Subsidiaries); (h) pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business is or may be obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets, or stock of other companies; (i) that is an employee collective bargaining agreement or Contract with any labor organization; (j) that is between or among Visant and/or any of its Affiliates on the one hand, and Xxx Xxxxxxxx or any of the Transferred Subsidiaries, on the other hand; (k) that is a stockholder agreement, voting trust or other contract or understanding to which Visant or any of its Affiliates is a party or to which Visant or any of its Affiliates is bound, in each case relating to the voting, purchase, redemption or other acquisition of any shares of the capital stock of Xxx Xxxxxxxx or any of the Transferred Subsidiaries; (l) that is subject to an advance against a rebate or a signing bonus of $250,000 or more; (m) providing for indemnification of any Person, except for any Business Contract that is (x) not material to Xxx Xxxxxxxx and the Transferred Subsidiaries, taken as a whole, or the Business or (y) entered into in the Ordinary Course; (n) that contains a put, call or similar right pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $250,000; and (o) that is a Government Contract that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $1,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $3,000,000. The Business Contracts included in (a) through (o) being collectively referred to herein as the “Material Contracts”. There does not exist under any Material Contract any violation, breach, default or event of default, or alleged violation, breach, default or event of default, or, to Visant’s Knowledge, event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, default or event of default thereunder on the part of Visant or any of its Affiliates (including Xxx Xxxxxxxx and the Transferred Subsidiaries) or, to Visant’s Knowledge, any other party thereto. Each of the Material Contracts is in full force and effect and constitutes a legal, valid, enforceable and binding obligation of Visant or any of its Affiliates (including Xxx Xxxxxxxx and the Transferred Subsidiaries) or, to Visant’s Knowledge, any other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. There are no material disputes involving Xxx Xxxxxxxx or the Transferred Subsidiaries pending, or, to the Knowledge of Visant, threatened, under any Material Contract. To the Knowledge of Visant, there are no material disputes involving any Person other than Xxx Xxxxxxxx or the Transferred Subsidiaries pending or threatened under any Material Contract. Visant has made available to Buyer complete and accurate copies of all of the Material Contracts, and all amendments and modifications thereto.

Business Contracts. Set (a) Schedule 2.13(a) sets forth in Section 3.15 a true, complete and correct list of the Visant Disclosure Schedule following Contracts (x) to which any of the Companies are a party as of the date of this Agreement or (y) by which any of the Companies are otherwise bound (other than (I) Contracts for commercially available software or any clickwrap, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”): (i) any Contract providing for aggregate annual payments to or by the Companies in excess of One Hundred Thousand Dollars ($100,000); (ii) any Contract that relates to the sale of any of the Companies, in whole or in part, directly or indirectly, or a material portion of the Companies’ assets, other than the sale of tangible personal property in the Ordinary Course of Business; (iii) any property management, leasing, brokerage or similar Contract with respect to the Real Property; (iv) any Contract relating to indebtedness (including, without limitation, guarantees) of any Company, in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at the Closing; (v) all collective bargaining agreements or agreements with any labor organization, union or association to which any Company is a party; (vi) any Contract under which any Company grants any exclusive rights, noncompetition rights, rights of first refusal, rights of first offer or rights of first negotiation to any Person; (vii) any Contract that contains a covenant not to compete that restricts the Business of the Companies or their Subsidiaries in any geographic location; (viii) all partnership agreements, limited liability company agreements and joint venture agreements relating to the Companies; and (ix) any Contract relating to the acquisition or sale of a business (or all or substantially all of the assets thereof) by the Companies. (b) HoldCo has made available or has caused to be made available to the Buyer Parties, prior to the date hereof, true, correct and complete and accurate list (such list organized to reflect the different subsections of this Section 3.15) copies of each Business Contract: (a) for the lease of real , together with all amendments or personal property providing for annual rentals of $135,000 or more; (b) that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the supplements thereto. There exist no defaults under any Business of more than $2,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $10,000,000; (c) with respect to any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business or in which Xxx Xxxxxxxx or Contract by any of the Transferred Subsidiaries owns any voting or economic interest, other than any partnership that is wholly owned by Xxx Xxxxxxxx or any of the Transferred Subsidiaries; (d) relating to Indebtedness (other than the Intracompany Payables); (e) that (i) purports to limit in any material respect either the type of business in which Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates) may engage or the manner or locations in which any of them may so engage in any business, (ii) could require the disposition of any material assets or line of business of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates), (iii) grants “most favored nation” status that, following the Closing, would apply to Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates), (iv) prohibits or limits in any material respect the right of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates) to make, sell or distribute any products or services or (v) grants any Person (other than Employees as part of the Business) exclusive or similar rights in respect of any services in any line of business or any geographic area with respect to or affecting Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates); (f) containing a standstill or similar agreement pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries has agreed not to acquire assets or securities of the other party or any of its Affiliates; (g) that is a material Intellectual Property Contract (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized for Xxx Xxxxxxxx or any Transferred Subsidiaries); (h) pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business is or may be obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets, or stock of other companies; (i) that is an employee collective bargaining agreement or Contract with any labor organization; (j) that is between or among Visant and/or any of its Affiliates on the one hand, and Xxx Xxxxxxxx or any of the Transferred Subsidiaries, on the other hand; (k) that is a stockholder agreement, voting trust or other contract or understanding to which Visant or any of its Affiliates is a party or to which Visant or any of its Affiliates is bound, in each case relating to the voting, purchase, redemption or other acquisition of any shares of the capital stock of Xxx Xxxxxxxx or any of the Transferred Subsidiaries; (l) that is subject to an advance against a rebate or a signing bonus of $250,000 or more; (m) providing for indemnification of any Person, except for any Business Contract that is (x) not material to Xxx Xxxxxxxx and the Transferred Subsidiaries, taken as a whole, or the Business or (y) entered into in the Ordinary Course; (n) that contains a put, call or similar right pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $250,000; and (o) that is a Government Contract that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $1,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $3,000,000. The Business Contracts included in (a) through (o) being collectively referred to herein as the “Material Contracts”. There does not exist under any Material Contract any violation, breach, default or event of default, or alleged violation, breach, default or event of defaultCompanies, or, to VisantHoldCo’s Knowledge, event or condition that, after notice or lapse of time or both, would constitute by any other Person that is a material violation, breach, default or event of default thereunder on the part of Visant or party to any of its Affiliates (including Xxx Xxxxxxxx and the Transferred Subsidiaries) or, to VisantBusiness Contract. To HoldCo’s Knowledge, no party to any other party thereto. Each of the Material Contracts is in full force and effect and constitutes a legal, valid, enforceable and binding obligation of Visant or any of its Affiliates (including Xxx Xxxxxxxx and the Transferred Subsidiaries) or, to Visant’s Knowledge, any other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. There are no material disputes involving Xxx Xxxxxxxx or the Transferred Subsidiaries pending, or, to the Knowledge of Visant, threatened, under any Material Contract. To the Knowledge of Visant, there are no material disputes involving any Person Business Contract other than Xxx Xxxxxxxx or the Transferred Subsidiaries pending or threatened under Companies intends to terminate any Material Business Contract. Visant has made available to Buyer complete and accurate copies of all of the Material Contracts, and all amendments and modifications thereto.

Business Contracts. Set forth in Section 3.15 4.14 of the Visant Disclosure Schedule is a complete and accurate list (such list organized to reflect the different subsections of this Section 3.154.14) of each Business Contract: (a) for the lease of real or personal property providing for annual rentals of $135,000 or more; (b) that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx Phoenix and the Transferred its Subsidiaries or the Business of more than $2,000,000 1,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx Phoenix and the Transferred its Subsidiaries or the Business of more than $10,000,0005,000,000; (c) with respect to any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to Xxx Xxxxxxxx Phoenix and the Transferred its Subsidiaries or the Business or in which Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries owns any voting or economic interest, other than any partnership that is wholly owned by Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries; (d) relating to Indebtedness (other than the Intracompany Payables)Indebtedness; (e) that (i) purports to limit in any material respect either the type of business in which Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer Parent or any of its Subsidiaries or Affiliates) may engage or the manner or locations in which any of them may so engage in any business, (ii) could require the disposition of any material assets or line of business of Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer Parent or any of its Subsidiaries or Affiliates), (iii) grants “most favored nation” status that, following the Closing, would apply to Xxx Xxxxxxxx the Surviving Corporation or any of the Transferred its Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer Parent or any of its Subsidiaries or Affiliates), (iv) prohibits or limits in any material respect the right of Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer Parent or any of its Subsidiaries or Affiliates) to make, sell or distribute any products or services or (v) grants any Person (other than Employees as part of the Business) exclusive or similar rights in respect of any services in any line of business or any geographic area with respect to or affecting Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer Parent or any of its Subsidiaries or Affiliates); (f) containing a standstill or similar agreement pursuant to which Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries has agreed not to acquire assets or securities of the other party or any of its Affiliates; (g) that is a material Intellectual Property Contract (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized for Xxx Xxxxxxxx Phoenix or any Transferred of its Subsidiaries); (h) pursuant to which Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries or the Business is or may be obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assetsassets (other than the sale or purchase of products and services by the Company and its Subsidiaries in the Ordinary Course of Business), or stock of other companies; (i) that is an employee collective bargaining agreement or Contract with any labor organization; (j) that is between or among Visant the Principal Stockholders, or any one of them and/or any of its their Affiliates on the one hand, and Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries, on the other hand; (k) that is a stockholder agreement, voting trust or other contract or understanding to which Visant a Principal Stockholder or any of its Affiliates is are a party or to which Visant a Principal Stockholder or any of its Affiliates is bound, in each case relating to the voting, purchase, redemption or other acquisition of any shares of the capital stock of Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries; (l) that is subject to an advance against a rebate Rebate or a signing bonus of $250,000 1,000,000 or more; (m) providing for indemnification of any Person, except for any Business Contract that is (x) not material to Xxx Xxxxxxxx Phoenix and the Transferred its Subsidiaries, taken as a whole, or the Business or (y) entered into in the Ordinary Course; (n) that contains a put, call or similar right pursuant to which Xxx Xxxxxxxx Phoenix or any of the Transferred its Subsidiaries or the Business could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $250,000; and (o) that is a Government Contract that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx Phoenix and the Transferred its Subsidiaries or the Business of more than $1,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $3,000,0002,000,000. The Business Contracts included in (a) through (o) being collectively referred to herein as the “Material Contracts”. There does not exist under any Material Contract any violation, breach, default or event of default, or alleged violation, breach, default or event of default, or, to Visant’s Knowledge, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, default or event of default thereunder on the part of Visant Phoenix or any of its Affiliates (including Xxx Xxxxxxxx and the Transferred Subsidiaries) or, to Visantthe Company’s Knowledge, any other party thereto. Each of the Material Contracts is in full force and effect and constitutes a legal, valid, enforceable and binding obligation of Visant Phoenix or any of its Affiliates (including Xxx Xxxxxxxx and the Transferred Subsidiaries) , as applicable, or, to Visantthe Company’s Knowledge, any other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. There are no material disputes involving Xxx Xxxxxxxx Phoenix or the Transferred Subsidiaries pendingits Subsidiaries, pending or, to the Knowledge of VisantCompany’s Knowledge, threatened, under any Material Contract. To the Knowledge of Visant, there There are no material disputes involving any Person other than Xxx Xxxxxxxx Phoenix or the Transferred its Subsidiaries pending or threatened or, to the Company’s Knowledge, threatened, under any Material Contract. Visant Phoenix has made available to Buyer Parent complete and accurate copies of all of the Material Contracts, and all amendments and modifications thereto.

Business Contracts. Set forth in Section 3.15 (i) Schedule 3.1(o)(i) of the Visant Parent Disclosure Schedule is sets forth a complete and accurate list (such list organized to reflect of all Contracts of the different subsections of this Section 3.15) of each Business Contract: (a) for types listed in the lease of real or personal property providing for annual rentals of $135,000 or more; (b) that is reasonably likely to require either categories below, in effect, (x) annual payments to or from Xxx Xxxxxxxx and which the Transferred Subsidiaries or the Business of more than $2,000,000 or Company is a party, (y) to which Parent is a party and which relate to the Business or (z) to which any Affiliate of Parent is a party and which relate to the Business (collectively with the Business Leases, the “Business Contracts”): (A) any Contract with any third party engaged in the marketing, sale or distribution of the Products under which the aggregate payments to or from Xxx Xxxxxxxx and by the Transferred Subsidiaries Parent, the Company or the Business of more than Selling Companies exceeded $10,000,00050,000 for the fiscal year ended April 25, 2014; (cB) the top ten (10) largest Contracts (by dollar value based on the fiscal year ended April 25, 2014), excluding purchase orders, for the supply of components or materials for use in the manufacturing of the Products; (C) any employment, management, consulting or similar Contract primarily related to the Business and requiring payment of annual gross compensation in excess of $100,000; (D) any Contract evidencing Indebtedness of the Company; (E) any (1) Intellectual Property Contract, other than software that is generally commercially available, pursuant to which a third party authorizes either Parent, the Company or any of the Selling Companies to use or practice any Intellectual Property used in the conduct of the Business or (2) any Intellectual Property Contracts pursuant to which any third party is granted a right with respect to any partnershipTransferred Intellectual Property or any Intellectual Property owned by or licensed to the Company; (F) any Contract for capital expenditures or the acquisition or construction of fixed assets for the benefit and use of the Business, joint venture under which the aggregate payments by Parent, the Company or the Selling Companies exceeded $200,000 for the fiscal year ended April 25, 2014; (G) any collective bargaining agreement or agreement with any trade union, labor union, works council, employee organization or other representative of two or more Transferred Employees or other similar agreement internal agreements; (H) any Assumed Contract or arrangement relating Contract to which the Company is a party or by which its assets are bound containing a covenant not to compete that impairs the ability of the Company or the Selling Companies to freely conduct the Business as the Business is conducted on the date hereof, or any other line of business, anywhere in the world; (I) any Contract with a group purchasing organization, hospital, hospital purchasing manager, physician, medical practice group, medical practice group manager or third-party payor primarily related to the formation, creation, operation, management or control of any partnership or joint venture that is material to Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business or in which Xxx Xxxxxxxx or any of the Transferred Subsidiaries owns any voting or economic interestBusiness, other than nondisclosure agreements, purchase orders and consignment agreements entered into in the Ordinary Course of Business, including any partnership that is wholly owned by Xxx Xxxxxxxx or any Contracts granting rights to use names of the Transferred Subsidiariesnatural persons; (dJ) relating any power of attorney or agency agreement or similar arrangement with any Person pursuant to Indebtedness (other than which such Person is granted the Intracompany Payables);authority to act for or on behalf of the Company; and (eK) that (i) purports any outstanding written commitment to limit in enter into any material respect either agreement of the type described in subsections (A) through (J) of business in which Xxx Xxxxxxxx this Section 3.1(o)(i). (ii) Each such Business Contract is valid, binding and enforceable against Parent, the Company, or any of the Transferred Subsidiaries (or after the ClosingSelling Company that is a party thereto and, to the Knowledge of VisantParent, Buyer or any of its Subsidiaries or Affiliates) may engage or the manner or locations in which any of them may so engage in any business, (ii) could require the disposition of any material assets or line of business of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates), (iii) grants “most favored nation” status that, following the Closing, would apply to Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates), (iv) prohibits or limits in any material respect the right of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates) to make, sell or distribute any products or services or (v) grants any Person (other than Employees as part of the Business) exclusive or similar rights in respect of any services in any line of business or any geographic area with respect to or affecting Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates); (f) containing a standstill or similar agreement pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries has agreed not to acquire assets or securities of the other party or any of parties thereto in accordance with its Affiliates; (g) that is a material Intellectual Property Contract (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized for Xxx Xxxxxxxx or any Transferred Subsidiaries); (h) pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business is or may be obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets, or stock of other companies; (i) that is an employee collective bargaining agreement or Contract with any labor organization; (j) that is between or among Visant and/or any of its Affiliates on the one handterms, and Xxx Xxxxxxxx or any of the Transferred Subsidiaries, on the other hand; (k) that is a stockholder agreement, voting trust or other contract or understanding to which Visant or any of its Affiliates is a party or to which Visant or any of its Affiliates is bound, in each case relating to the voting, purchase, redemption or other acquisition of any shares of the capital stock of Xxx Xxxxxxxx or any of the Transferred Subsidiaries; (l) that is subject to an advance against a rebate or a signing bonus of $250,000 or more; (m) providing for indemnification of any Person, except for any Business Contract that is (x) not material to Xxx Xxxxxxxx and the Transferred Subsidiaries, taken as a whole, or the Business or (y) entered into in the Ordinary Course; (n) that contains a put, call or similar right pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $250,000; and (o) that is a Government Contract that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $1,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $3,000,000. The Business Contracts included in (a) through (o) being collectively referred to herein as the “Material Contracts”. There does not exist under any Material Contract any violation, breach, default or event of default, or alleged violation, breach, default or event of default, or, to Visant’s Knowledge, event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, default or event of default thereunder on the part of Visant or any of its Affiliates (including Xxx Xxxxxxxx and the Transferred Subsidiaries) or, to Visant’s Knowledge, any other party thereto. Each of the Material Contracts is in full force and effect and constitutes a legalin all material respects. None of the Company, validParent, enforceable and binding obligation of Visant or any Selling Company is in default under or in breach of its Affiliates (including Xxx Xxxxxxxx and any such Business Contract in any material respect. Neither Parent, the Transferred Subsidiaries) or, to Visant’s Knowledge, Company nor any other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws Selling Company has given or received any written notice of general applicability relating to termination or affecting creditors’ rights and to general equity principles. There are no material disputes involving Xxx Xxxxxxxx or the Transferred Subsidiaries pending, or, to the Knowledge of Visant, threatened, non-renewal under any Material Business Contract. To Except as set forth in Schedule 3.1(o)(ii) of the Knowledge of VisantParent Disclosure Schedule, there are no material disputes involving any Person other than Xxx Xxxxxxxx or the Transferred Subsidiaries pending or threatened under any Material Contract. Visant Parent has made available to Buyer complete and accurate correct copies of all Business Contracts. (iii) With respect to each of Australia, the Material ContractsNetherlands, New Zealand, Saudi Arabia, Parent or one of its Affiliates has a distribution/agency channel for the Products and all amendments continues to sell and modifications theretomarket the Products in such country either under a distribution/agency agreement or on a purchase order basis with a third party distributor/agent.

Business Contracts. Set forth in Section 3.15 of the Visant Disclosure Schedule is a complete and accurate list (such list organized to reflect the different subsections of this Section 3.15) of each Business Contract: (a) for the lease of real or personal property providing for annual rentals of $135,000 or more; (bSchedule 4.8(a) that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx hereto contains a true, correct and the Transferred Subsidiaries or the Business of more than $2,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $10,000,000; (c) with respect to any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business or in which Xxx Xxxxxxxx or any complete list of the Transferred Subsidiaries owns any voting Contracts (whether written or economic interest, other than any partnership that is wholly owned by Xxx Xxxxxxxx or any oral and including all amendments thereto) of the Transferred Subsidiaries; (d) relating following types to Indebtedness (other than the Intracompany Payables); (e) that (i) purports to limit in which any material respect either the type of business in Seller Subsidiary is a party or by which Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer Seller Subsidiary or any of its Subsidiaries or Affiliatesassets is bound (other than solely with respect to the NY Station) may engage or (each, a “Material Business Contract”) as of the manner or locations date hereof: (i) Contracts not entered into in which any the ordinary course of them may so engage in any business, (ii) could require the disposition of any material assets or line of business of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates)Contracts with more than 12 months remaining on their terms, (iii) grants “most favored nation” status that, following Contracts involving Liabilities exceeding Ten Thousand Dollars ($10,000) per year or One Hundred Thousand Dollars ($100,000) in the Closing, would apply to Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates)aggregate, (iv) prohibits or limits in any material respect the right of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates) to make, sell or distribute any products or services or Leases; (v) grants capital or operating leases or conditional sales agreements relating to any Person (other than Employees as part of asset used or held for use in the Business) exclusive or similar rights in respect of any services in any line of business or any geographic area with respect to or affecting Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates); (f) containing a standstill or similar agreement pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries has agreed not to acquire assets or securities of the other party or any of its Affiliates; (g) that is a material Intellectual Property Contract (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized for Xxx Xxxxxxxx or any Transferred Subsidiaries); (h) pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries or the Business is or may be obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets, or stock of other companies; (i) that is an employee collective bargaining agreement or Contract with any labor organization; (j) that is between or among Visant and/or any of its Affiliates on the one hand, and Xxx Xxxxxxxx or any of the Transferred Subsidiaries, on the other hand; (k) that is a stockholder agreement, voting trust or other contract or understanding to which Visant or any of its Affiliates is a party or to which Visant or any of its Affiliates is bound, in each case involving monthly payments in excess of Ten Thousand Dollars ($10,000); (vi) employment, employee loan, severance, consulting, separation, collective bargaining or other labor agreements (other than for employment terminable at will with no payment other than salary or wages accrued at normal rates or as required by law); (vii) Trade Agreements involving air time with a value in excess of Ten Thousand Dollars ($10,000) based upon standard rates published on the Station’s rate card as of the date hereof; (viii) Program License Agreements and network affiliation agreements; (ix) Contracts involving Proprietary Rights (other than Contracts for software licensed in consumer retail stores or similar retail outlets and subject to “shrink wrap” or similar consumer license agreements with a replacement cost and/or annual license fee of less than $10,000); (x) Contracts restricting the operation of the Business in any geographical area or restricting the use of any Proprietary Rights; (xi) Contracts with Affiliates; (xii) Contracts relating to Indebtedness; (xiii) Contracts relating to the voting, purchase, redemption or other acquisition by any Seller Subsidiary of any shares business or equity securities or all or substantially all of the capital stock assets of Xxx Xxxxxxxx any other Person; (xiv) Contracts under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect; (xv) Contracts with respect to a settlement, conciliation or similar arrangement, the performance of which will involve payment after the Closing Date; (xvi) Contracts with respect to a partnership or joint venture; (xvii) Contracts under which a power of attorney is granted by or on behalf of any Seller Subsidiary; (xix) Contracts relating to the business or operation of WLYH or the Transferred Subsidiaries;assets, properties and rights used or held for use in connection therewith; (xx) any Contract that, if in effect on the date of this Agreement, is required to be identified on Schedule 4.25 and that relates to any MVPD headend serving (either alone or together with one or more other MVPD headends covered thereby and/or such other agreements with the operator thereof) at least 10,000 subscribers; and (xxi) Contracts material to the Business, the Station and/or the Operating Companies’ financial condition, operation or prospects. (lb) that is subject Seller has made available to an advance against Purchaser a rebate or a signing bonus true, correct and complete copy of $250,000 or more; (m) providing for indemnification of any Person, except for any each written Material Business Contract that is (x) not material to Xxx Xxxxxxxx and the Transferred Subsidiaries, taken in effect as a whole, or the Business or (y) entered into in the Ordinary Course; (n) that contains a put, call or similar right pursuant to which Xxx Xxxxxxxx or any of the Transferred Subsidiaries or date hereof, and a written summary of the material terms of each oral Material Business could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $250,000; and (o) that is a Government Contract that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $1,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $3,000,000. The Business Contracts included in (a) through (o) being collectively referred to herein effect as the “Material Contracts”. There does not exist under any Material Contract any violation, breach, default or event of default, or alleged violation, breach, default or event of default, or, to Visant’s Knowledge, event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, default or event of default thereunder on the part of Visant or any of its Affiliates (including Xxx Xxxxxxxx and the Transferred Subsidiaries) or, to Visant’s Knowledge, any other party thereto. Each of the date hereof. Except as set forth in Schedule 4.8(b) hereto, (i) each Material Contracts Business Contract is in full force and effect and constitutes a legal, valid, binding and enforceable and binding obligation of Visant or any of its Affiliates (including Xxx Xxxxxxxx and the Transferred Subsidiaries) orOperating Company that is a party thereto, and, to Visant’s Knowledgethe Knowledge of Seller, any each other party thereto thereto, in accordance with the express respective terms thereof, except as such enforceability may be limited by principles of public policy, and subject to (A) the effect of any applicable Laws of general application relating to bankruptcy, reorganization, insolvency, fraudulent transfer, reorganization, moratorium and or similar Laws of general applicability relating to or affecting creditors’ rights and to relief of debtors generally, and (B) the effect of rules of law and general principles of equity, including rules of Law and general principles of equity principles. There are governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ii) under each Material Business Contract there exists no material disputes involving Xxx Xxxxxxxx breach or default (or event that with notice or the Transferred Subsidiaries pendinglapse of time, or both, would constitute a material breach or default) on the part of any Operating Company, or, to the Knowledge of VisantSeller (by written notice), threatenedon the part of any other party thereto. No TSG Company has received any written notice of the intention of any party to terminate, or substantially reduce the volume of its purchases, sales, products or advertisements under any Material Business Contract. To the Knowledge of VisantExcept as set forth on Schedule 4.8(b), there are no material disputes involving TSG Company is in discussion regarding any Person amendment, modification, extension or termination of, and is not renegotiating, any Material Business Contract (other than Xxx Xxxxxxxx or the Transferred Subsidiaries pending or threatened under any Material Contract. Visant has made available to Buyer complete and accurate copies of all of the Material Contracts, and all amendments and modifications theretosame initiated after the date hereof with regarding changes that would be permitted by Section 6.1(b)).