Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. Except as set forth in Section 2.14 of the Disclosure Schedule, the Company is not a party or subject to or bound by: (a) any contract or agreement involving potential commitment or payment by the Company in excess of $100,000 or which might result in payments to the Company in excess of $100,000 or which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement involving payments by the Company in excess of $100,000 which is not cancelable by the Company without penalty on not less than 60 days notice; (c) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any Person or restricting the development, distribution, marketing or sale of any of its products or services; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products or services requiring payments during the term in excess of $100,000; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors, employees, stockholders or consultants of the Company or Persons related to or affiliated with such Persons, other than Employee Proprietary Information, Developments and Non-Competition Agreements in the form provided in Exhibits G-1 and G-2; (g) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, preemptive rights, rights of first refusal, voting arrangements or operating covenants; (h) any pension, profit sharing, retirement or stock options plans or other agreements or understandings pursuant to which benefits are provided to any employee of the Company; (i) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any material contract or agreement involving fixed price or fixed volume arrangements; (j) any joint venture, partnership, manufacturer, development, distribution, supply or similar agreement; (k) any acquisition, merger or similar agreement (or letters of intent, memoranda of understanding or term sheets related to any of the foregoing); or (l) any other contract not executed in the ordinary course of business. To the Company’s knowledge, all contracts, agreements, leases and instruments required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed) are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company, and are enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of any indemnification provisions therein may be limited by applicable law. The Company has not received any written notice, and has no knowledge of any threat, to terminate any contracts, agreements, leases or instruments required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed). The Company is not in default in complying with any provisions of any contract, agreement, lease or instrument required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed), and no condition or event or fact exists which, with written notice, lapse of time or both, would constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section 2.14 of the Disclosure ScheduleSchedule 2.12, neither the Company nor any Subsidiary is not a party or subject to or bound byto: (a) any contract or agreement (other than license agreements which provide for aggregate licensing fees of $3,000,000 or less) involving a potential commitment or payment by the Company in excess of $100,000 or which might result in payments to the Company in excess of $100,000 or which is otherwise material and not entered into in the ordinary course of business100,000; (b) any contract, lease or agreement involving payments by the Company in excess of $100,000 which that is not cancelable by the Company or any Subsidiary, as applicable, without penalty on not less than 60 days noticeany material payment obligation or other material liability; (c) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or restricting the development, distribution, marketing or sale of any of its products or servicesperson; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its software or hardware products or services requiring payments during other than in the term in excess ordinary course of $100,000business consistent with past practice; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors, employees, stockholders or consultants of the Company or Persons related to or affiliated with such Persons, other than Employee Proprietary Information, Developments and Non-Competition Agreements in the form provided in Exhibits G-1 and G-2; (g) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the CompanyCompany or any Subsidiary, including, without limitation, any agreement with any stockholder shareholder of the Company or any Subsidiary which includes, without limitation, includes anti-dilution rights, registration rights, preemptive rightsvoting arrangements, rights of operating covenants or similar provisions; (g) any contract granting to any person a first refusal, voting arrangements first offer or operating covenantssimilar preferential right to purchase or acquire any assets of or interests in the Company or any Subsidiary; (h) any contract with any shareholder, officer or director of the Company or any Subsidiary; (i) any pension, profit sharing, retirement retirement, bonus or stock options plans or other agreements or understandings pursuant to which benefits are provided to any employee of the Companyequity incentive plans, except as set forth in Schedule 2.17; (ij) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any material Subsidiary or, other than in the ordinary course of business, any contract or agreement involving fixed price or fixed volume arrangements; (jk) any joint venture, partnership, manufacturer, developmentdevelopment or supply agreement or other agreement that involves a sharing of revenues, distributionprofits, supply losses, costs or similar agreementliabilities by the Company or any Subsidiary with any other person; (k1) any acquisition, merger or similar agreement; (m) any collective bargaining agreement (or letters of intent, memoranda of understanding other agreement with any labor union or term sheets related to any of the foregoing)other employee representative; or (ln) any other contract not executed in the ordinary course of businesswith any governmental entity. To the Company’s knowledge, all All material contracts, agreements, leases and instruments disclosed or required to be listed disclosed on Section 2.14 of the Disclosure Schedule (whether or not so listed) are valid and 2.12 are in full force and effect and constitute legal, valid and binding obligations of the CompanyCompany or any Subsidiary, as applicable and, to the knowledge of the Management Stockholders, of the other parties thereto, and are enforceable in accordance with their respective terms, except (a) as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws generally affecting the rights of creditors and other laws of subject to general application affecting enforcement of creditors’ rights generally or by equitable equity principles. Except as set forth on Schedule 2.12, (b) as limited by laws relating neither the Company, any Subsidiary nor, to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of any indemnification provisions therein may be limited by applicable law. The Company has not received any written notice, and has no knowledge of the Management Stockholders, any threat, to terminate any contracts, agreements, leases or instruments required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed). The Company other Person is not in material default in complying with any material provisions of any such contract, agreement, lease or instrument required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed), and no condition or event or fact exists which, with written notice, lapse of time or both, would constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effectinstrument.

Certain Contracts and Arrangements. Except as set forth in Section 2.14 of the Disclosure Schedule, the Company is not a party or subject to or bound by: (a) any contract or agreement involving potential commitment or payment by the Company in excess of $100,000 or which might result in payments to the Company in excess of $100,000 or which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement involving payments by the Company in excess of $100,000 which is not cancelable by the Company without penalty on not less than 60 days notice; (c) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any Person or restricting the development, distribution, marketing or sale of any of its products or services; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products or services requiring payments during the term in excess of $100,000; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors, employees, stockholders or consultants of the Company or Persons related to or affiliated with such Persons, other than Employee Proprietary Information, Developments and Non-Competition Agreements in the form provided in Exhibits G-1 F-1 and G-2F-2; (g) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, preemptive rights, rights of first refusal, voting arrangements or operating covenants; (h) any pension, profit sharing, retirement or stock options plans or other agreements or understandings pursuant to which benefits are provided to any employee of the Company; (i) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any material contract or agreement involving fixed price or fixed volume arrangements; (j) any joint venture, partnership, manufacturer, development, distribution, supply or similar agreement; (k) any acquisition, merger or similar agreement (or letters of intent, memoranda of understanding or term sheets related to any of the foregoing); or (l) any other contract not executed in the ordinary course of business. To the Company’s knowledge, all contracts, agreements, leases and instruments required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed) are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company, and are enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of any indemnification provisions therein may be limited by applicable law. The Company has not received any written notice, and has no knowledge of any threat, to terminate any contracts, agreements, leases or instruments required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed). The Company is not in default in complying with any provisions of any contract, agreement, lease or instrument required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed), and no condition or event or fact exists which, with written notice, lapse of time or both, would constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section 2.14 of SECTION 2.13 OF THE DISCLOSURE SCHEDULE (with true and correct copies delivered to the Disclosure ScheduleInvestors' counsel), the Company is not a party or subject to or bound by: (a) any contract or agreement involving potential commitment or payment by the Company in excess of $100,000 or which might result in payments to the Company in excess of $100,000 150,000 or which is otherwise material and not entered into in the ordinary course of business; (b) any contract, lease or agreement involving payments by the Company in excess of $100,000 150,000 which is not cancelable by the Company without penalty on not less than 60 sixty (60) days notice; (c) any contract contract, including any distribution agreements, containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or with any Person or restricting the development, distribution, marketing or sale of to offer any of its products or servicesproducts; (d) any contract or agreement relating to the licensing, distribution, development, purchase, sale or servicing of its products or services requiring payments during the term in excess of $100,000150,000; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors, employees, stockholders or consultants of the Company or Persons related to or affiliated with such Persons, other than Employee Proprietary Information, Developments and Non-Competition Agreements in the form provided in Exhibits G-1 and G-2; (g) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, including without limitation, limitation any agreement with any stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, preemptive rights, rights of first refusal, voting arrangements or operating covenants; (h) any pension, profit sharing, retirement or stock options plans or other agreements or understandings pursuant to which benefits are provided to any employee of the Companyplans; (i) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any material contract or agreement involving fixed price or fixed volume arrangements; (j) any joint venture, partnership, manufacturer, development, distribution, supply or similar agreementagreement involving potential commitment or payment by the Company in excess of $150,000; (k) any acquisitionacquisition of a business or line of business, merger or similar agreement (or letters of intent, memoranda of understanding or term sheets related relating to any of the foregoing)acquisition; or (l) any other contract not executed in the ordinary course of business. To the Company’s knowledge, all All such contracts, agreements, leases and instruments required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed) are valid and are in full force and effect and constitute legal, valid and binding obligations of the Company, and are enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of any indemnification provisions therein may be limited by applicable law. The Company has not received any written notice, and has no knowledge of any threat, to terminate any such contracts, agreements, leases or instruments required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed)instruments. The Company is not in default in complying with any provisions of any such contract, agreement, lease or instrument required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed)instrument, and no condition or event or fact exists which, with written notice, lapse of time or both, both would constitute a default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effect.

Certain Contracts and Arrangements. Except as set forth in Section 2.14 2.13 of the Disclosure ScheduleSchedule (with true, complete and correct copies delivered to the Investor and/or its counsel), the Company is not a party or subject to or bound by: (a) any contract or agreement with any Producer listed in Section 2.18 of the Disclosure Schedule or any reinsurer; (b) any contract or agreement involving potential commitment or payment by the Company in excess of $100,000 or which might result in payments to the Company in excess of $100,000 75,000 or which is otherwise material and not entered into in the ordinary course of business and consistent with past practice excluding insurance policies written by the Company in the ordinary course of business; (bc) any contract, lease or agreement involving payments by the Company in excess of $100,000 75,000 or which is not cancelable by the Company without penalty on not less than 60 sixty (60) days notice; (cd) any contract containing covenants directly or explicitly limiting the freedom of the Company to compete in any line of business or geographic area or with any Person Person, to solicit customers or restricting the development, distribution, marketing or sale of to offer any of its products or servicesproducts; (de) any contract or agreement relating with (i) any Affiliate of the Company or (ii) to the licensingknowledge of the Company, distribution, development, purchase, sale or servicing any stockholder of its products or services requiring the Company which involves payments during the term in excess of $100,00075,000; (ef) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowing or any pledge or security arrangement; (fg) any employment contracts, non-competition agreements, invention assignmentsloan agreements, severance or other agreements involving payments in excess of $75,000 with officers, directors, employees, stockholders or consultants of the Company or Persons related to or affiliated with such Persons, other than Employee Proprietary Information, Developments and Non-Competition Agreements in the form provided in Exhibits G-1 and G-2; (gh) any stock redemption or purchase agreements or other agreements affecting or relating to the capital stock of the Company, including, without limitation, any agreement with any stockholder of the Company which includes, without limitation, anti-dilution rights, registration rights, preemptive rights, rights of first refusal, voting arrangements or operating covenants; (hi) any agreement or other arrangement involving payments in excess of $75,000 with any service provider including arrangements pursuant to which investment advisory or management, administrative or other services are performed; (j) any agreement or arrangement respecting tax sharing; (k) any agreement, understanding or arrangement with any insurance regulatory authority and any agreement, understanding or arrangement with any non-insurance regulatory authority in effect at any time since January 1, 2001; (l) any bonus, pension, profit sharing, retirement or stock options plans or other agreements or understandings pursuant to which benefits are provided to any employee of the Companyoption plans; (im) any royalty, dividend or similar arrangement based on the revenues or profits of the Company or any material contract or agreement involving fixed price or fixed volume arrangements; (jn) any joint venture, partnership, manufacturer, development, distribution, supply or similar agreement; (ko) any acquisition, disposition, merger or similar agreement (or letters letter of intent, memoranda of understanding or term sheets related intent with respect to any of the foregoing); (p) any agreement under which it has granted any Person any registration rights, other than the Registration Rights Agreement; or (lq) any other contract involving payments in excess of $75,000 not executed in the ordinary course of businessbusiness and consistent with past practice. To the Company’s knowledge, all All contracts, agreements, leases and instruments required to be listed identified on Section 2.14 2.13 of the Disclosure Schedule (whether or not so listedthe “Disclosed Contracts”) are (i) valid and are in full force and effect and effect, (ii) constitute legal, valid and binding obligations of the CompanyCompany and to the knowledge of the Company are legal, valid and binding obligations of the other party thereto and (iii) are enforceable in accordance with their respective terms, except subject to (ax) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and fraudulent transfer or other laws of general application relating to or affecting the enforcement of creditors’ rights generally or by equitable principles, and (by) as limited by laws relating to the effect of rules of law governing the availability of specific performance, injunctive relief or other equitable remedies. Except as disclosed in Section 2.13 of the Disclosure Schedule, and (c) the consummation of the transactions contemplated hereby, without notice to the extent that the enforceability or consent or approval of any indemnification provisions therein may be limited by applicable lawparty, will not constitute a breach of, violation of, or default under any provision of any Disclosed Contract. The Company has not received any written notice, and has no and, to the knowledge of the Company, there are no threats of termination or claims of material breach or default by the other party to any threat, to terminate any contracts, agreements, leases or instruments required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed)Disclosed Contract. The Company is not in material breach or default in complying with any provisions of any contractof, agreement, lease or instrument required and to be listed on Section 2.14 the knowledge of the Disclosure Schedule (whether Company no other party is in material breach or not so listed)default of, any Disclosed Contract, and no condition or event or fact exists which, with written notice, lapse of time or both, both would constitute a material breach or default thereunder on the part of the Company, except for any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effectthereunder.

Certain Contracts and Arrangements. Except as set forth in Section 2.14 4.17 of the Disclosure Schedule, the Company is not a party or subject to or bound by: (a) any Any contract or agreement involving a potential commitment or payment pay­ment by the Company in excess of Twenty Thousand Dollars ($100,000 20,000), other than purchase orders or which might result in payments to invoices for the Company in excess purchase and sale of $100,000 inventory (but including any contract or which is otherwise material and not entered into in the ordinary course arrangement under­lying any of businesssuch purchase orders or invoices); (b) any material contract, lease lease, or agreement involving payments by the Company in excess of $100,000 which that is not cancelable by the Company without penalty on not less than 60 ninety (90) days notice; (c) any contract containing covenants directly or explicitly limiting in any respect the freedom of the Company to compete in any line of business or with any Person other person or restricting the development, distribution, marketing or sale of any of its products or servicesentity; (d) any contract or agreement relating to the licensing, distribution, developmentdevel­opment, purchase, sale sale, or servicing of its products or services requiring payments during any of the term in excess intellectual property of $100,000the Company; (e) any indenture, mortgage, promissory note, loan agreement, guaranty guaranty. or other agreement or commitment for borrowing or any pledge or security arrangement; (f) any employment contracts, non-competition agreements, invention assignments, severance or other agreements with officers, directors, employees, stockholders or consultants of the Company or Persons related to or affiliated with such Persons, other than Employee Proprietary Information, Developments and Non-Competition Agreements in the form provided in Exhibits G-1 and G-2; (g) any stock redemption or purchase agreements agreement or other agreements affecting agreement affec­ting or relating to the capital stock of the Company, including, without limitation, any agreement with any stockholder shareholder of the Company which includes, without limitation, or any other person or entity that includes anti-dilution rights, registration rights, preemptive rightsvoting arrangements, rights of first refusal, voting arrangements or operating covenants, or similar provisions; (hg) any pension, profit sharing, retirement retirement, or stock options plans or other agreements or understandings pursuant to which benefits are provided to any employee of the Companyoption plan; (ih) any royalty, dividend dividend, or similar arrangement based on the revenues or profits of the Company or any material contract or agreement involving fixed price or fixed volume arrangementsarrange­ments; (ji) any joint venture, partnership, manufacturer, development, distributionor supply agreement or other agreement that involves a sharing of revenues, supply profits, losses, costs, or liabilities by the Company with any other person or entity; (j) any acquisition, disposition, merger, or similar transaction agreement; (k) any acquisition, merger collective bargaining agreement or other agreement with any labor union or other employee representative of a group of employees; (l) any contract with any governmental entity (other than contracts for the provision of municipal-utility or similar agreement (services under which a governmental entity is the provider of goods or letters of intent, memoranda of understanding or term sheets related to any of the foregoingservices); or (lm) any other contract not executed material contract. True and correct copies of each written item referred to in Section 4.17 of the ordinary course of businessDisclosure Schedule have been previously provided to Amerivon. To the Company’s knowledge, all All such contracts, agreements, leases leases, and instruments required to be listed on Section 2.14 of the Disclosure Schedule (whether or not so listed) are valid and are in full force and effect and constitute legal, valid valid, and binding obligations obli­gations of the CompanyCompany and the other parties thereto, and are enforceable in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally or by equitable principles, (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (c) to the extent that the enforceability of any indemnification provisions therein may be limited by applicable law. The Company has not received any written notice, and has no knowledge of any threat, notice or threat to terminate any contractssuch contract, agreementsagreement, leases lease, or instruments required instrument, which termination, individually or in the aggregate, is reasonably expected to be listed have a material adverse effect on Section 2.14 the Company or its business, results of operations, assets, or financial condition. Neither the Disclosure Schedule (whether or not so listed). The Company nor any other party is not in material default in complying com­plying with any provisions of any such contract, agreement, lease lease, or instrument required to be listed on Section 2.14 of the Disclosure Schedule (whether instrument, or not so listed)any other contract, agreement, lease, or instrument, and no condition or event or fact exists whichthat, with written notice, lapse of time or both, would could constitute a material default thereunder on the part of the Company, except for Company or any such default, condition, event or fact that, individually or in the aggregate, would not have a Material Adverse Effectother party.