Common use of Company Agreements Clause in Contracts

Company Agreements. Except as set forth on Schedule 3.16 hereto or any other Schedule hereto, neither the Company nor any of its Subsidiaries is a party to: (a) any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or arrangement; (b) any employment agreement with any present employee, officer, director or consultant (or former employees, officers, directors and consultants to the extent there remain at the date hereof obligations to be performed by the Company or any of its Subsidiaries); (c) any agreement for personal services or employment with a term of service or employment specified in the agreement or any agreement for personal services or employment in which the Company or any of its Subsidiaries has agreed on the termination of such agreement to make any payments greater than those that would otherwise be imposed by law; (d) any agreement of guarantee or indemnification in an amount that is material to the Company and its Subsidiaries taken as a whole; (e) any agreement or commitment containing a covenant limiting or purporting to limit the freedom of the Company or any of its Subsidiaries to compete with any person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which the Company or any of its Subsidiaries is lessee that involves payments of $50,000 or more per annum or is material to the conduct of the business of the Company; (g) any joint venture or profit-sharing agreement (other than with employees); (h) except for trade indebtedness incurred in the ordinary course of business and equipment leases entered into in the ordinary course of business, any loan or credit agreements providing for the extension of credit to the Company or any of its Subsidiaries or any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise that individually is in the amount of $50,000 or more; (i) any license agreement, either as licensor or licensee, involving payments (including past payments) of $50,000 in aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's representative, or sales agency or any other similar material contract or commitment; (j) any agreement granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any agreement or arrangement providing for the payment of any commission based on sales other than to employees of the Company or any of its Subsidiaries; (l) any agreement for the sale by the Company or its Subsidiaries of materials, products, services or supplies that involves future payments to the Company or its Subsidiaries of more than $50,000; (m) any agreement for the purchase by the Company or any of its Subsidiaries of any materials, equipment, services, or supplies, that either (i) involves a binding commitment by the Company or any of its Subsidiaries to make future payments in excess of $50,000 and cannot be terminated by it without penalty upon less than three months' notice or (ii) was not entered into in the ordinary course of business; (n) any agreement or arrangement with any third party to develop any intellectual property or other asset expected to be used or currently used or useful in the business of the Company and its Subsidiaries; (o) any agreement or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by the Company or any of its Subsidiaries that involves future payments by it of more than $50,000; (p) any agreement or commitment to which present or former directors, officers or Affiliates of the Company (or directors or officers of an Affiliate of the Company) are also parties; (q) any agreement not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company or any of its Subsidiaries of more than $100,000, other than the Company Leases; or (r) any agreement not described above that was not made in the ordinary course of business and that is material to the financial condition, business, operations, assets, results of operations or prospects of the Company and its Subsidiaries taken as a whole.

Company Agreements. Except as set forth on Schedule 3.16 hereto or any other Schedule heretoin the Disclosure Letter, neither the Company nor any of its Subsidiaries is a party toto any: (a1) any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or arrangement, other than as described in Section 3.11 or the corresponding section of the Disclosure Letter; (b2) any written employment or consulting agreement (or oral employment or consulting agreement involving annual payments in excess of $75,000) with any present employeedirector, officer, director employee or consultant (or former employeesdirector, officersofficer, directors and consultants employee or consultant to the extent there remain at on the date hereof obligations to be performed by the Company or any of its Subsidiaries); (c3) any (i) agreement for personal services to be provided by any third party which involves annual payments in excess of $75,000 or employment with a term of service or employment specified in the agreement or (ii) any agreement for personal services or employment in which the Company or any of its Subsidiaries has agreed on the termination of such agreement services or employment to make any payments greater than those that would otherwise be imposed by law; (d4) any agreement of guarantee or indemnification in an amount that is material to of the Company and its Subsidiaries taken as obligations of a wholethird party; (e5) any agreement or commitment containing a covenant limiting or purporting to limit the freedom of the Company or any of its Subsidiaries to compete with any person in any geographic area or to engage in any line of businessbusiness or to perform any services for any client or other Person; (f6) any lease other than the Company Leases lease, of real or personal property, under which the Company or any of its Subsidiaries is the lessee and that involves payments of $50,000 75,000 or more per annum or is material to the conduct of the business of the Companyannum; (g7) any joint venture or profit-sharing agreement (other than with employees)agreement; (h) 8) except for trade indebtedness incurred in the ordinary course of business and equipment leases entered into in reflected on the ordinary course of businessBalance Sheet, any loan or credit agreements agreement providing for the extension of credit to the Company or any of its Subsidiaries or any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, lease, guarantee, or otherwise that individually is in the amount of $50,000 75,000 or more; (i9) any license agreement, either as or royalty agreement under which the Company is the licensor or licensee, involving payments licensee (including past paymentsother than (A) those disclosed in Section 3.17 of $50,000 in aggregate the Disclosure Letter or more, or any material distributor, dealer, reseller, franchise, manufacturer's representative, or sales agency or any other similar material contract or commitment(B) with respect to Commercial Software); (j10) distribution, VAR or OEM agreement (identifying any that contain exclusivity provisions); (11) agreement granting exclusive rights to, or providing for arrangement with any third party pursuant to which such third party will develop any intellectual property or other asset expected to be used or currently used in the sale of, all or any portion business of the Company Proprietary Rightsand its Subsidiaries; (k12) agreement or arrangement for the Company or any of its Subsidiaries to develop any intellectual property or other asset for any third party; (13) agreement or arrangement providing for the payment of any commission based on sales other than to employees of sales; (14) agreement for the sale or license by the Company or any of its Subsidiaries; (l) any agreement for the sale by the Company or its Subsidiaries of equipment, materials, products, services or supplies that involves future payments to the Company or any of its Subsidiaries of more than $50,00075,000; (m15) any agreement for the purchase by the Company or any of its Subsidiaries of any equipment, materials, equipmentproducts, services, services or supplies, supplies that either (i) involves a binding commitment by the Company or any of its Subsidiaries to make future payments in excess of $50,000 and cannot be terminated by it without penalty upon less than three months' notice 75,000 or (ii) was not entered into in the ordinary course of business; (n16) any agreement or arrangement with commitment to which present or former directors or officers of the Company or any of its Subsidiaries (or, to the Knowledge of the Company, their Affiliates or members of their immediate families) or Affiliates (or directors or officers of an Affiliate) are also parties; (17) agreement or commitment where the Company or any of its Subsidiaries pursuant to the express terms of such agreement or commitment could be required by a third party to develop any intellectual property or other asset expected to be used or currently used or useful in the business of the Company and its Subsidiaries; (o) any agreement or commitment for the acquisition, construction or sale of fixed assets owned or to be owned return payments received by the Company or any of its Subsidiaries that involves future payments by it for the sale or license of more than $50,000any of its products or services; (p18) any agreement or commitment entitling a third party to which present the most favorable price or former directors, officers other terms for any product or Affiliates of service the Company (or directors or officers any of an Affiliate of the Company) are also partiesits Subsidiaries offers to any other third party; (q19) agreement or commitment where the Company or any of its Subsidiaries are required to perform future services for a fixed fee; (20) agreement not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company or any of its Subsidiaries of more than $100,000, other than 75,000 annually and that was not made in the Company Leasesordinary course of business; or (r21) any agreement not described above that was not made in the ordinary course of business and that is material to the financial condition, business, operations, assetsfinancial condition, results of operations operations, cash flows, properties, prospects, assets, liabilities or prospects obligations (whether absolute, accrued, conditional or otherwise) of the Company and its Subsidiaries Subsidiaries, taken as a whole.

Company Agreements. Except as set forth on Schedule 3.16 hereto Section 3.11 or any other Schedule hereto, neither Section 3.18 of the Company nor any of its Subsidiaries Disclosure Schedule, the Company is not a party toto any currently effective: (a) any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or arrangement; (b) any employment agreement with any present employee, officer, director or consultant (or former employees, officers, directors and consultants to the extent there remain at the date hereof obligations to be performed by the Company or any of its SubsidiariesCompany); (c) any agreement for personal services or employment with a term of service or employment specified in the agreement or any agreement for personal services or employment in which the Company or any of its Subsidiaries has agreed on the termination of such agreement to make any payments greater than those that would otherwise be imposed by law; (d) any agreement of guarantee or indemnification in an amount that is material to of the Company and its Subsidiaries taken as obligations of a wholethird party; (e) any agreement or commitment containing a covenant limiting or purporting to limit the freedom of the Company or any of its Subsidiaries to compete with any person in any geographic area or to engage in any line of business; (f) any lease lease, other than the Company Leases Leases, under which the Company or any of its Subsidiaries is lessee that involves payments of $50,000 75,000 or more per annum or is material to the conduct of the business of the Company; (g) any joint venture or profit-sharing agreement (other than with employees)agreement; (h) except for trade indebtedness incurred in the ordinary course of business and equipment leases entered into in reflected on the ordinary course of businessCompany Balance Sheet, any loan or credit agreements providing for the extension of credit to the Company or any of its Subsidiaries or any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, lease, guarantee, or otherwise that individually is in the amount of $50,000 75,000 or more; (i) any license agreementor royalty agreement (other than (A) those disclosed on Schedule 3.17, either (B) with respect to Commercial Software or (C) End-User Licenses granted by the Company as licensor or licensee, involving payments (including past payments) of $50,000 in aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's representative, or sales agency or any other similar material contract or commitmentlicensor); (j) distribution, VAR or OEM agreement (identifying any agreement granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rightsthat contain exclusivity provisions); (k) agreement or arrangement with any third party to develop any intellectual property or other asset expected to be used or currently used or useful in the Company's business; (l) agreement or arrangement for the Company to develop any intellectual property or other asset for any third party; (m) agreement or arrangement providing for the payment of any commission based on sales other than to employees of the Company or any of its Subsidiariessales; (ln) any agreement for the sale or license by or to the Company or its Subsidiaries of materials, products, services or supplies that involves future payments to the Company or its Subsidiaries of more than $50,00075,000; (mo) any agreement for the purchase by the Company or any of its Subsidiaries of any materials, equipment, services, or supplies, that either (i) involves a binding commitment by the Company or any of its Subsidiaries to make future payments in excess of $50,000 75,000 and cannot be terminated by it without penalty upon less than three months' notice or (ii) was not entered into in the ordinary course of business; (np) any agreement or arrangement with any third party to develop any intellectual property or other asset expected to be used or currently used or useful in the business of the Company and its Subsidiaries; (o) any agreement or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by the Company or any of its Subsidiaries that involves future payments by it of more than $50,00075,000; (pq) any agreement or commitment to which present or former directors, directors or officers (or their Affiliates or members of their immediate families) or Affiliates of the Company (or directors or officers of an Affiliate of the CompanyAffiliate) are also parties; (qr) agreement or commitment (other than customary product warranties included in the Company's standard end user license agreements, copies of which have been provided to Parent) whereby the Company, pursuant to the express terms of such agreement or commitment, could be required by a third party to return payments received by the Company for the sale, license or distribution of any of its products or services; (s) agreement or commitment entitling a third party to the most favorable price or other terms for any product or service the Company offers to any other third party; (t) agreement not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company or any of its Subsidiaries of more than $100,00075,000, other than the Company Leases; or (ru) any agreement not described above that was not made in the ordinary course of business and that is material to the financial condition, business, operations, assets, results of operations or prospects of the Company and its Subsidiaries taken as a wholeCompany.

Company Agreements. Except as set forth on Schedule 3.16 3.17 hereto or any other Schedule hereto, neither the Company nor any of its Subsidiaries is not a party to: (a) any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or arrangement; (b) any employment agreement with any present employee, officer, director or consultant (or former employees, officers, directors and consultants to the extent there remain at the date hereof obligations to be performed by the Company or any of its SubsidiariesCompany); (c) any agreement for personal services or employment with a term of service or employment specified in the agreement or any agreement for personal services or employment in which the Company or any of its Subsidiaries has agreed on the termination of such agreement to make any payments greater than those that would otherwise be imposed by law; (d) any agreement of guarantee or indemnification in an amount that is material to the Company and its Subsidiaries taken as a whole; (e) any agreement or commitment containing a covenant limiting or purporting to limit the freedom of the Company or any of its Subsidiaries to compete with any person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which the Company or any of its Subsidiaries is lessee that involves payments of $50,000 25,000 or more per annum or is material to the conduct of the business of the Company; (g) any joint venture or profit-sharing agreement (other than with employees); (h) except for trade indebtedness incurred in the ordinary course of business and equipment leases entered into in the ordinary course of business, any loan or credit agreements providing for the extension of credit to the Company or any of its Subsidiaries or any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise that individually is in the amount of $50,000 25,000 or more; (i) any license agreement, either as licensor or licensee, involving payments (including past payments) of $50,000 25,000 in aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's representative, or sales agency or any other similar material contract or commitment; (j) any agreement granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any agreement or arrangement providing for the payment of any commission based on sales other than to employees of the Company or any of its SubsidiariesCompany; (l) any agreement for the sale by the Company or its Subsidiaries of materials, products, services or supplies that involves future payments to the Company or its Subsidiaries of more than $50,00025,000; (m) any agreement for the purchase by the Company or any of its Subsidiaries of any materials, equipment, services, or supplies, that either (i) involves a binding commitment by the Company or any of its Subsidiaries to make future payments in excess of $50,000 25,000 and cannot be terminated by it without penalty upon less than three months' notice or (ii) was not entered into in the ordinary course of business; (n) any agreement or arrangement with any third party to develop any intellectual property or other asset expected to be used or currently used or useful in the business of the Company and its SubsidiariesCompany; (o) any agreement or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by the Company or any of its Subsidiaries that involves future payments by it of more than $50,00025,000; (p) any agreement or commitment to which present or former directors, officers or Affiliates of the Company (or directors or officers of an Affiliate of the Company) are also parties; (q) any agreement not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company or any of its Subsidiaries of more than $100,000, other than the Company Leases; or (r) any agreement not described above that was not made in the ordinary course of business and that is material to the financial condition, business, operations, assets, results of operations or prospects of the Company and its Subsidiaries taken as a wholeCompany.

Company Agreements. Except for Excluded Assets, Excluded Liabilities, and Covered Matters and as set forth on Schedule 3.16 hereto or any other Schedule hereto3.17.1, neither the Company nor is not a party to any of its Subsidiaries is a the below specified agreements, plans, contracts, leases or other arrangements that provide for current, future or continuing Liabilities by any party tothereto: (a) any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or arrangement; (b) any employment agreement with any present current employee, officer, director or consultant (or former employees, officers, directors and consultants to the extent there remain at the date hereof of the Original Agreement obligations to be performed by the Company or any of its SubsidiariesCompany); (c) any agreement for personal services or employment with a term of service or employment specified in the agreement or any agreement for personal services or employment in which the Company or any of its Subsidiaries has agreed on the termination of such agreement to make any payments greater than those that would otherwise be imposed by law; (d) any agreement of guarantee or indemnification in an amount that is material to the Company and its Subsidiaries taken as a whole; (e) any agreement or commitment containing a covenant limiting or purporting to limit the freedom of the Company or any of its Subsidiaries to compete with any person Person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which the Company or any of its Subsidiaries is lessee that involves involves, in the aggregate, payments of $50,000 25,000 or more per annum or is material to the conduct of the business of the CompanyBusiness; (g) any joint venture or profit-sharing agreement (other than with employees); (h) except for trade indebtedness incurred in the ordinary course of business and equipment leases entered into in the ordinary course of business, any loan or credit agreements providing for the extension of credit to the Company or any of its Subsidiaries or any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise that individually is in the amount of $50,000 25,000 or more; (i) any license agreement, either as licensor or licensee, involving payments (including past payments) of $50,000 25,000 in the aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's ’s representative, or sales agency or any other similar material contract or commitment; (j) any agreement granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any agreement or arrangement providing for the payment of any commission based on sales other than to employees of the Company or any of its SubsidiariesCompany; (l) any agreement for the sale by the Company or its Subsidiaries of materials, products, services or supplies that involves future payments to the Company or its Subsidiaries of more than $50,00025,000; (m) any agreement for the purchase by the Company or any of its Subsidiaries of any materials, equipment, services, or supplies, supplies that either (i) involves a binding commitment by the Company or any of its Subsidiaries to make future payments in excess of $50,000 25,000 and cannot be terminated by it without penalty upon less than three months' 90 days’ notice or (ii) was not entered into in the ordinary course of business; (n) any agreement or arrangement with any third party for such third party to develop any intellectual property or other asset expected to be used or currently used or useful in the business of the Company and its SubsidiariesBusiness; (o) any agreement or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by the Company or any of its Subsidiaries that involves future payments by it of more than $50,00025,000; (p) any agreement or commitment to which present current or former directors, officers or Affiliates of the Company (or directors or officers of an Affiliate of the Company) are also parties; (q) any agreement not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company or any of its Subsidiaries of more than $100,000, other than the Company Leases; or (r) any agreement not described above that was not made in the ordinary course of business and that is material to the financial condition, business, operations, assets, results of operations or prospects of the Company. (s) any agreement that provides for any continuing or future obligation of the Company, involving liability of the Company more than $25,000, actual or contingent, including but not limited to any continuing representation or warranty and its Subsidiaries taken as a wholeany indemnification obligation, in connection with the disposition of any business or assets of the Company.