Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. As of the date hereof, except as set forth on Schedule 4.17 of the Company Disclosure Letter or as set forth as exhibits to the Completed Commission Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("Contracts") of the following nature (collectively, the "Material Contracts"): (a) Contracts with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries); (b) Contracts other than contracts entered into in the ordinary course of business (x) for the sale of any material amount of the assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets; (c) Contracts which materially restrict the Company or any of its Affiliates from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographical area; (d) Contracts which are material to the Company and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries (other than contracts entered into in the ordinary course of business); (e) Contracts involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 or more; (f) Contracts with any Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (g) Contracts which are material to the Company and contain a "change in control" or similar provision; (h) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $10,000,000 in the aggregate; (i) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and (j) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 per year. Except as set forth on Schedule 4.17 of the Company Disclosure Letter and except as has not had, does not have, and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, each of the Material Contracts is in full force and effect and neither the Company nor any of its Subsidiaries is in breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement, is any other party to any Material Contract in breach or default thereunder.

Certain Contracts and Arrangements. As Except as disclosed in Section 4.1(k) of the date hereof, except as set forth on Schedule 4.17 of the Company Disclosure Letter or as set forth as exhibits to in the Completed Commission FilingsFiled SEC Documents, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("Contractscontracts") of the following nature (collectively, the "Material Contracts"): ): (ai) Contracts contracts with any current or former employee, officer or director or officer of the Company or any of its Subsidiaries (other than any such person officer who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries); ; (bii) Contracts contracts pursuant to which the Company or any of its Subsidiaries licenses other persons to use any material Intellectual Property (other than contracts entered into for the licensing of data or software in the ordinary course of business); (iii) contracts other than contracts entered into in the ordinary course of business (xA) for the sale of any material amount of the assets of the Company or any of its Subsidiaries, or (yB) for the grant to any Person person of any preferential rights to purchase any material amount of its assets; ; (civ) Contracts contracts which materially restrict the Company or any of its Affiliates affiliates from competing in any material line of business or with any Person person in any geographical area, area or which materially restrict any other Person person from competing with the Company or any of its Affiliates affiliates in any material line of business or in any geographical area; ; (dv) Contracts contracts which are material to the Company and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, person or which restrict any other Person person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries (other than contracts entered into in the ordinary course of businessbusiness consistent with past practice); ; (evi) Contracts any confidentiality, nondisclosure or similar contract which contains any "standstill" provisions or similar restrictions on Acquisition Proposals (as defined in Section 6.5) by any third party (other than Parent or its affiliates); (vii) contracts involving (iA) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, party involving aggregate consideration of $10,000,000 500,000 or more, more or (iiB) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 2,000,000 or more; ; (fviii) Contracts contracts with any Affiliate affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; ; (gix) Contracts contracts which are material to the Company and contain a "change in control" or similar provision; ; (hx) Contractscontracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $10,000,000 1,000,000 in the aggregate; ; (ixi) Contracts contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and and (jxii) Contracts contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 1,000,000 per year. Except as set forth on Schedule 4.17 in Section 4.1(k) of the Company Disclosure Letter and except as has not had, does not have, and could would not reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Material Contracts is in full force and effect and neither the Company nor any of its Subsidiaries is in breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement, is any other party to any Material Contract in breach or default thereunder.

Certain Contracts and Arrangements. (a) As of the date hereof, except as set forth on Schedule 4.17 4.17(a) of the Company Disclosure Letter and except for inter-company contracts, agreements, instruments or understandings existing among the Company, PHFT (but, with respect to PHFT, not excluding any such contracts, agreements, instruments or understandings between any Australian entity (as set forth as exhibits minority interest only) and the rest of the group), PHFL (but, with respect to each of PHFT and PHFL, not excluding any such contracts, agreements, instruments or understandings between a securitised entity, on the Completed Commission Filingsone hand, and a non-securitised entity on the other) and their respective Subsidiaries, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings which have not expired or been terminated ("ContractsCONTRACTS") of the following nature (collectively, the "Material ContractsMATERIAL CONTRACTS"): (ai) Contracts (other than those filed as exhibits to the Completed Commission Filings) with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries); (bii) Contracts other than contracts entered into in the ordinary course of business consistent with past practice (x) for the sale of any material amount of the assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets; (ciii) Contracts which materially restrict the Company or any of its Affiliates from competing in any material line of business or with any Person in any geographical areaarea in any material matter, or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographical areaarea in any material matter; (div) Contracts which are material to the Company and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries (other than contracts entered into in the ordinary course of businessbusiness consistent with past practice); (ev) Contracts entered into since March 31, 2002 and involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 250,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of related purchases and or sales of assets, involving aggregate consideration of $10,000,000 250,000 or more; (fvi) Contracts with any Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (gvii) Contracts which are material to the Company and contain a "change in control" or similar provision; (hviii) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $10,000,000 250,000; provided that those Contracts reflected in the aggregateconsolidated financial statements of the Company and its Subsidiaries included in the Completed Commission Filings need not be disclosed on Schedule 4.17(a) of the Company Disclosure Letter; (iix) Contracts relating to constituting any material joint venture, partnership, strategic alliance or similar arrangement; and; (jx) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 250,000 per year. Except as set forth on Schedule 4.17 , other than contracts entered into in the ordinary course of business consistent with past practice; and (xi) Contracts of the Company Disclosure Letter and except as has not had, does not have, and could not reasonably be expected to have, either individually or in type described under Item 601(b)(10) of Regulation S-K under the aggregate, a Material Adverse Effect on the Company, each of the Material Contracts is in full force and effect and neither the Company nor any of its Subsidiaries is in breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement, is any other party to any Material Contract in breach or default thereunderSecurities Act.

Certain Contracts and Arrangements. As (i) Except as disclosed in Section 4.1(k) of the date hereof, except as set forth on Disclosure Schedule 4.17 of or in the Company Disclosure Letter or as set forth as exhibits to the Completed Commission FilingsFiled SEC Documents, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("Contractscontracts") of the following nature (collectively, the "Material Contracts"): ): (ai) Contracts with any current or former employee, director or officer of contracts pursuant to which the Company or any of its Subsidiaries licenses other persons to use any material Intellectual Property (other than any such person who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries); (b) Contracts other than contracts entered into for the licensing of data or software in the ordinary course of business business); (xii) for the sale of any material amount of the assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets; (c) Contracts which materially restrict the Company or any of its Affiliates from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographical area; (d) Contracts which are material to the Company and contracts which restrict the Company or any of its Subsidiaries affiliates from disclosing competing in any information concerning line of business or obtained from with any other Person, or which restrict person in any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries geographical area; (other than iii) contracts entered into in the ordinary course of business); (e) Contracts involving (iA) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, party involving aggregate consideration of $10,000,000 10.0 million or more, more or (iiB) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 10.0 million or more; more or (fC) Contracts with the grant to any Affiliate that would be required person of any preferential rights to be disclosed under Item 404 purchase any material amount of Regulation S-K under the Securities Act; its assets; (giv) Contracts material contracts which are material to the Company and contain a "change in control" or similar provision; ; (hv) Contractscontracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $10,000,000 10.0 million in the aggregate; ; (ivi) Contracts relating any contract or other agreement to indemnify for any Environmental Claim (as defined herein) or any other liability or cost with respect to any material joint venture, partnership, strategic alliance Environmental Law (as defined herein); and (vii) any contract or similar arrangement; and (j) Contracts existing on other agreement which would prohibit or materially delay the date hereof involving revenues consummation of the Merger or payments in excess any of $10,000,000 per yearthe transactions contemplated by this Agreement. Except as set forth on Schedule 4.17 of the Company Disclosure Letter and except as has not had, does not have, and could would not reasonably be expected to have, either individually or in the aggregate, have a Material Adverse Effect on the Company, each of the Material Contracts is in full force and effect and neither the Company nor any of its Subsidiaries is in breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement, is any other party to any Material Contract in breach or default thereunder. (ii) With respect to each of the Company's joint ventures, the Company has disclosed and made available to Parent and Purchaser correct and complete copies (or descriptions of oral agreements, if any) of all agreements to which the Company or any of its subsidiaries or joint ventures is a party which (i) contain any change of control provisions, put options or call options related to the interests in the joint venture, rights of first refusal or other similar provisions or any provisions that are reasonably likely to affect the ability of Parent or Purchaser together with the remaining co-owners of each such entity, to direct and control such entity's business operations as a result of the consummation of the Offer or the Merger or (ii) evidence any commitment (whether or not contingent) for future investment of capital or otherwise to be directly or indirectly made by Parent or Purchaser, the Company or any of their respective subsidiaries.

Certain Contracts and Arrangements. (a) As of the date hereof, except as set forth on Schedule 4.17 4.17(a) of the Company Disclosure Letter and except for inter-company contracts, agreements, instruments or understandings existing among the Company, PHFT (but, with respect to PHFT, not excluding any such contracts, agreements, instruments or understandings between any Australian entity (as set forth as exhibits minority interest only) and the rest of the group), PHFL (but, with respect to each of PHFT and PHFL, not excluding any such contracts, agreements, instruments or understandings between a securitised entity, on the Completed Commission Filingsone hand, and a non-securitised entity on the other) and their respective Subsidiaries, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings which have not expired or been terminated ("Contracts") of the following nature (collectively, the "Material Contracts"): (ai) Contracts (other than those filed as exhibits to the Completed Commission Filings) with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries); (bii) Contracts other than contracts entered into in the ordinary course of business consistent with past practice (x) for the sale of any material amount of the assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets; (ciii) Contracts which materially restrict the Company or any of its Affiliates from competing in any material line of business or with any Person in any geographical areaarea in any material matter, or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographical areaarea in any material matter; (div) Contracts which are material to the Company and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries (other than contracts entered into in the ordinary course of businessbusiness consistent with past practice); (ev) Contracts entered into since March 31, 2002 and involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 250,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of related purchases and or sales of assets, involving aggregate consideration of $10,000,000 250,000 or more; (fvi) Contracts with any Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (gvii) Contracts which are material to the Company and contain a "change in control" or similar provision; (hviii) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $10,000,000 250,000; provided that those Contracts reflected in the aggregateconsolidated financial statements of the Company and its Subsidiaries included in the Completed Commission Filings need not be disclosed on Schedule 4.17(a) of the Company Disclosure Letter; (iix) Contracts relating to constituting any material joint venture, partnership, strategic alliance or similar arrangement; and; (jx) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 250,000 per year. Except as set forth on Schedule 4.17 , other than contracts entered into in the ordinary course of business consistent with past practice; and (xi) Contracts of the Company Disclosure Letter and except as has not had, does not have, and could not reasonably be expected to have, either individually or in type described under Item 601(b)(10) of Regulation S-K under the aggregate, a Material Adverse Effect on the Company, each of the Material Contracts is in full force and effect and neither the Company nor any of its Subsidiaries is in breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement, is any other party to any Material Contract in breach or default thereunderSecurities Act.

Certain Contracts and Arrangements. As of the date hereof, except as set forth on Schedule 4.17 of the Company Disclosure Letter or as set forth as exhibits to the Completed Commission Filings, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("“Contracts"”) of the following nature (collectively, the "“Material Contracts"”): (a) Contracts with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person officer who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 100,000 in total annual cash compensation from the Company or any of its Subsidiaries); (b) Contracts Contracts, other than contracts entered into in the ordinary course of business business, (x) for the sale of any material amount of the material assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its material assets; (c) Contracts which materially restrict the Company or any of its Affiliates Subsidiaries from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company or any of its Affiliates Subsidiaries in any material line of business or in any geographical area; (d) Other than Contracts which are material to entered into in the Company and ordinary course of business, Contracts which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries Subsidiaries; (e) Any confidentiality, nondisclosure or similar Contracts which contain any “standstill” provisions or similar restrictions by any third-party (other than contracts entered into in the ordinary course of businessParent or its Affiliates); (ef) Contracts involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third third-party, involving aggregate consideration of $10,000,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 100,000 or more; (fg) Contracts with any Affiliate of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (gh) Any current Contracts which are material to contain a provision requiring a third-party’s consent to, or giving it a termination right following, a change in control of the Company and contain a "change in control" or similar provisionany of its Subsidiaries; (hi) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess or the extension of $10,000,000 in the aggregatedebt; (ij) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and, which has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses by the Company or any of its Subsidiaries with any other party; (jk) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 100,000 per year. Except as set forth on Schedule 4.17 ; (l) Any distribution, marketing, sales representative or similar Contract under which any third-party is authorized to sell, sublicense, lease, distribute, market or take orders for, any product, service or technology of the Company Disclosure Letter and except as has not hador any of its Subsidiaries; (m) Any Contract providing for the current or future development of any software, does not havecontent, and could not reasonably be expected to havetechnology or Intellectual Property by or for (or for the benefit or use of) the Company or any of its Subsidiaries; (n) Any Contract, either individually or other than standard forms of customer Contracts entered into in the aggregateordinary course of business, a Material Adverse Effect on pursuant to which the CompanyCompany or any of its Subsidiaries has sold, each acquired or licensed any rights in or to any software, technology or other Intellectual Property to any third-party; and (o) Any Contract for or relating to the employment or hiring of services of any officer, employee, consultant, or independent contractor of the Material Contracts Company or any of its Subsidiaries or any other type of contract or understanding with any director, officer, employee or consultant of the Company or any of its Subsidiaries, in each case, that is in full force and effect and neither not terminable within fifteen (15) days by the Company or its Subsidiary without cost or other liability, other than with respect to a payment for services rendered prior to the date of termination. Neither the Company nor any of its Subsidiaries is in material breach or material default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement’s Knowledge, is any other party to any Material Contract in material breach or material default thereunder, and each Material Contract to which the Company or its Subsidiaries is a party is in full force and effect, and the consummation of the transactions contemplated by this Agreement will not result in any material breach or material default thereunder.