Common use of Company Contracts Clause in Contracts

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contract.

Company Contracts. (ai) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 3.2(n)(i) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, Letter sets forth a list of Contracts in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term effect as of the Contract or date of this Agreement to which any Acquired Company is a party, which are in the categories listed below (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv)collectively, (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”):“); provided, however, that a Contract referenced by more than one description need only be listed once on the Company Disclosure Letter: (i1) any distributoremployment, supplier, sales, advertising, agency management consulting or manufacturer’s representative Contractsimilar agreement requiring payment by any Acquired Company of base annual salary in excess of $200,000; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv2) any Contract of Company or any Company Subsidiaries containing any evidencing Indebtedness material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products Acquired Company, or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or under which any of the Company Subsidiaries that involve the sale or purchase of Acquired Companies have issued any assets of Company or any of the Company Subsidiariesnote, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporationbond, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement security interest or other Contract for the borrowing evidence of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is Indebtedness material to the business Acquired Companies taken as a whole, or has directly or indirectly guaranteed Indebtedness of any Person (other than any Acquired Company) that are material to the Company and Company Subsidiaries, Acquired Companies taken as a whole; (xv) all Company Real Property Leases; (xvi3) any Contract with an officerlicense agreement pursuant to which any Acquired Company (i) has acquired the right to use any material Company Intellectual Property, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under software and other Intellectual Property that is (1) generally commercially available and (2) for which any Acquired Company has paid annual license fees of less than $2,000,000 during the officer12-month period ending on May 31, director 2006 or employee's relationship (ii) has granted to any third party, other than any Acquired Company, any material license to use any material Company Intellectual Property owned by any Acquired Company (excluding any such licenses granted in connection with Company or the Company Subsidiaries is terminable at will agency subscriber agreements and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Companycustomer agreements); (xvii4) all any other Contracts pursuant not cancelable without penalties on less than 120 days’ notice and under which any Acquired Company would reasonably be expected to which make payments, individually or in the aggregate, in excess of $5,000,000 during any 12-month period; (5) any Contract for capital expenditures, or the purchase or sale of any asset or securities of any Person or the acquisition or construction of assets for the benefit and use of any Acquired Company, requiring payments by any Acquired Company in excess of $2,000,000 for any 12-month period; (6) any Contract containing a covenant not to compete or any exclusivity provision that materially restricts the ability of any of the Acquired Companies to freely conduct any material aspect of their business; (7) any material joint venture agreement, limited liability company or partnership agreement; (8) any Contract related to a material acquisition or divestiture of any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit by an Acquired Company, other than inventory, since January 1, 2003 or prior to such date to the extent an Acquired Company Subsidiaries has any continuing obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangementsto the counterparty to such transaction; and (xviii9) all Contracts that are any outstanding written or otherwise material binding commitment to enter into any agreement of the business type described in subsections (1) through (8) of this Section 3.2(n)(i). (ii) Except as set forth in Section 3.2(n)(ii) of the Company or any Disclosure Letter, (i) each Company Subsidiaries. Contract (bA) Each constitutes a valid and binding obligation of the Acquired Company party thereto and (B) assuming such Company Contract is in full force binding and effect and constitutes a legalenforceable against the other parties thereto, valid and binding agreement of is enforceable against the Acquired Company or a Company Subsidiary, as applicable, enforceable in accordance with its termsparty thereto, except that (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, Laws now or hereafter in effect, effect relating to or affecting creditors’ the rights generally, and remedies of creditors and general principles of equity (iiwhether considered in an Action at law or in equity) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the any court before which any proceeding therefore Action therefor may be brought. , (ii) no Acquired Company or a Company Subsidiaryis or, as applicableto the Knowledge of the Company, have performed all of their obligations (except those that have not yet become due) under, and is not alleged to be in material violation or breach of or default under, in any such material respect under any Company Contract. To Contract and (iii) to the knowledge Knowledge of the Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not no counterparty is in material violation or breach of or default under, in any such material respect under any Company Contract.

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 4.13(a) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure LetterSchedule sets forth, in each case only if such Contract either (x) by as of the date hereof, a correct and complete list of the following Contracts to which the Company or any of its terms requires, Subsidiaries are parties or is reasonably likely to requireotherwise legally bound (all such Contracts, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency voting trust or manufacturer’s representative Contractsimilar agreements relating to the voting of any of the Shares or any equity securities of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party; (ii) any license agreement Contract evidencing or other written governing Indebtedness in excess of $100,000 or oral agreement the mortgaging, pledging or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights otherwise placing a Lien (other than pursuant to Company's standard customer agreements in Permitted Liens) on any assets of the ordinary course Company or any of business)its Subsidiaries or any letter of credit arrangements; (iii) any license, sublicense, agreement or other permission pursuant Contract relating to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights making of any third partyloan or advance by the Company or any of its Subsidiaries other than loans or advances to employees in the Ordinary Course; (iv) all leases or licenses involving the use of any Contract of Company personal property or asset (excluding any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside real property) of the ordinary course of businessCompany and its Subsidiaries for which the annual rental exceeds $250,000; (v) all Contracts with any customer of the business of Contract that expressly imposes any non-compete or exclusivity restriction on the Company and or any Subsidiary with respect to any line of business in which the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of or any Subsidiary is currently engaged or geographic area with respect to the customers that have so executed such form agreement shall be sufficient)Company or any Subsidiary; (vi) all Contracts any Contract that materially limits the ability of the Company or any Company Subsidiaries relating Subsidiary to indebtedness own, operate, sell, transfer, pledge or otherwise dispose of Company any assets or any Company Subsidiariesproperty; (vii) any agreement all Contracts for leases that are capital leases pursuant to which GAAP and all Contracts for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company or any other party is granted exclusive marketing Subsidiary of an amount in amount in excess of (A) with respect to Contracts related to any dialysis center or other exclusive rights facility under construction or not yet opened for business as of any type the date hereof, $500,000 per Contract or scope (B) with respect to any other type of products or services of Company or any Company SubsidiariesContract, $250,000 per Contract; (viii) all Contracts granting to any continuing Contract for Person (other than the purchase of materials, supplies, equipment, services or capital expenditures by Company or its Subsidiaries) an option or a first refusal, first-offer or similar preferential right to purchase or acquire any assets (including any capital stock or other equity interests in any Person or any joint venture interests) which are material to the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contractor its Subsidiaries; (ix) all Contracts Contracts, letters of Company intent or any of term sheets involving the Company Subsidiaries that involve the pending sale or purchase of any assets of Company or any substantially all of the Company Subsidiariesassets or capital stock of any Person, other than in the ordinary course of businessor a pending merger, consolidation or business combination transaction; (x) all current Contracts with any Contract pursuant (A) non-Governmental Entity Payors, from whom, in terms of amounts paid by such Payors to which the Company (on a consolidated basis), during the year ended December 31, 2010, the Company (on a consolidated basis) has any material ownership or participation interest in any corporationreceived more than $500,000 for the rendering of dialysis services (the “Commercial Payor Contracts”), partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiariesand (B) Vendors; (xi) all current Contracts with any medical directors and to the Company’s Knowledge, any source of Company whereby Company patient referrals to the Dialysis Centers or any Company Subsidiaries is restricted by any “standstill” or similar obligationsMember of the Immediate Family thereof; (xii) any trust indenturesales, mortgage, promissory note, loan agreement distribution or other Contract for franchise Contracts involving annual payments by the borrowing Company in excess of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles$300,000 per Contract; (xiii) any material Contract limiting or agreement under which the freedom of Company or any Subsidiary has agreed to engage indemnify any Person, other than limited liability company, partnership or operating agreements, employment agreements, real estate leases and Contracts with Payors, Vendors, suppliers, service providers, medical directors or otherwise entered into in any line of business or to compete with any other Personthe Ordinary Course; (xiv) any Contract license, sublicense or royalty agreement, including any agreement (including settlement agreements) pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company or any Subsidiary licenses the right to use any Intellectual Property to any Person or from any Person, and Company Subsidiariesany research and development agreements, taken as a wholein each case involving annual consideration in excess of $250,000; (xv) all Company Real Property Leasesany material Contracts with any Governmental Entity other than participation agreements and other related agreements with Medicare, Medicaid or other federal or state health care programs; (xvi) other than any real estate leases, Contracts with Payors, Vendors, Contracts with respect to Indebtedness, Contracts with medical directors, or any Contract otherwise provided for in this Section 4.13, any Contract with an officer, director employee, Affiliate or any other Person with whom Company does a term of more than one (1) year that (A) cannot deal at arm’s length (other than standard form offer letters under which be terminated by the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination upon ninety (90) days or less notice at any time without penalty, refund or payment of employment or other relationship with Company)consideration and (B) involves aggregate annual consideration in excess of $700,000; (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absoluteContract that requires the annual payment of royalties, accruedcommissions, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance finder’s fees or similar agreements or arrangements; andpayments in excess of $200,000; (xviii) local service agreements and maintenance agreements (including vehicle, equipment and facilities maintenance agreements) involving annual payments in each case in excess of $200,000, other than those that are terminable by the Company or any Subsidiary on no more than ninety (90) days notice without liability to the Company or any Subsidiary; (xix) any Contract providing for the marketing, sale, advertising or promotion of the Company’s or its Subsidiaries’ products or services, in each case involving annual expenditures of $200,000 or more; (xx) all Contracts that are otherwise material between the Company or its Subsidiaries, on the one part, and any Special Affiliate, on the other; (xxi) other than with respect to, or among, the Subsidiaries of the Company, agreements relating to the ownership of or investments in any business or enterprise, including investments in joint ventures and minority equity investments; (xxii) any Contract for indemnification, advancement of expenses and or exculpation of liability with any current or former director, officer or employee of the Company or any of its Subsidiaries other than those given in the Ordinary Course pursuant to employment agreements or the governance documents of the Company or any of its Subsidiaries; and (xxiii) all other Contracts not made in the Ordinary Course which are material to the Company and its Subsidiaries as a whole and which are not otherwise provided for in this Section 4.13. (b) Each Correct and complete copies of all Company Contract is in full force and effect and constitutes a Contracts have been made available to the Purchaser. The Company Contracts are legal, valid valid, binding and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in all material respects in accordance with their respective terms with respect to the Company and its termsSubsidiaries, and, to the Knowledge of the Company, each other party to such Company Contracts, except that as such enforceability (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, now Laws affecting or hereafter in effect, affecting relating to the enforcement of creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be is subject to equitable defenses and to general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). Neither the discretion Company nor any of the court before which its Subsidiaries has received any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those written notice that have not yet become due) under, and there is not in any existing material violation default or breach of the Company or any Subsidiary under any Company Contract and, to the Knowledge of the Company, there is no such default underwith respect to any third party to any Company Contract described in Section 4.13(a), except, in either of the foregoing cases, for a default or breach that could reasonably be expected to result in a Loss of less than $500,000. Other than as set forth on Section 4.13(b) of the Company Disclosure Schedule or in the Ordinary Course, neither the Company nor any Subsidiary is participating in any discussions or negotiations regarding any material modification of, or any material amendment to, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those or the entry, other than in the Ordinary Course, into any new Contract applicable to the Company or such Subsidiary that have not yet become due) under, and are not would be a Company Contract if it were in material violation or breach of or default under, any such Company Contractexistence on the date hereof.

Company Contracts. (ai) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 3.1(n)(i) of the following Contracts, and all Seller Disclosure Schedule sets forth a list of such Contracts in existence on effect as of the date hereof are listed on Part 2.18 of this Agreement to which any of the Company Disclosure LetterCompanies or their Subsidiaries is a party, which are in each case only if such Contract either the categories listed below (x) by its terms requirescollectively, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”):); provided, however, that a Contract referenced by more than one description need only be listed once on Section 3.1(n) of the Seller Disclosure Schedule: (i1) any distributor, supplier, sales, advertising, agency joint venture agreement or manufacturer’s representative Contractpartnership agreement; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv2) any Contract related to a material acquisition or divestiture of any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit by the Companies or any of their Subsidiaries since January 1, 2002 or prior to such date to the extent any Company or any Subsidiary of and Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) has any continuing Contract for the purchase of materials, supplies, equipment, services obligations or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company SubsidiariesLiabilities, other than inventory in the ordinary course of business; (x3) any Contract pursuant to which Company has any material ownership or participation interest for the lease of equipment involving payments in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiariesexcess of $100,000 per year; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi4) any Contract with an officerinsurer, director employeereinsurer, Affiliate underwriter or other provider who underwrites or otherwise offers insurance, warranty or similar products that are issued or sold directly or indirectly by the Companies or their Subsidiaries; (5) any other Person material Contract with whom Company does not deal at arm’s length a provider of data-processing or similar services in connection with marketing of the products or services of the Companies; (6) any employment, consulting or similar agreement requiring payment by any of the Companies or their Subsidiaries of base annual compensation in excess of $100,000; (7) any Contract evidencing Indebtedness (other than standard form offer letters capitalized leases) of any of the Companies or their Subsidiaries, or under which any of the officerCompanies or their Subsidiaries have issued any note, director bond, indenture, mortgage, security interest or employee's relationship with Company other evidence of Indebtedness, or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions has directly or indirectly guaranteed Indebtedness (other than capitalized leases), liabilities or obligations on of any Person (other than any of the part of Company Companies or any Company Subsidiary extending beyond termination of employment or other relationship with Companytheir Subsidiaries); (xvii) all Contracts 8) any license or substantially similar Contract pursuant to which any of the Companies or their Subsidiaries (i) has the right to use any material Company Intellectual Property, other than software and other Intellectual Property that is generally commercially available, or (ii) has granted to any third party any license to use any material Company Intellectual Property; (9) for the (A) fiscal year ended December 31, 2004, and (B) the twelve- (12) month period ended June 30, 2005 the ten (10) largest Affinity Partner Contracts for CIH and for each of the membership, insurance, package and loyalty solutions business lines of CMG, based on gross revenues from each such partner and (y) Contracts (other than Affinity Partner Contracts) under which CMG made payments, individually or in the aggregate, in excess of $2,000,000; (10) any Contract for capital expenditures, the acquisition or construction of assets for the benefit and use of any of the Companies or their Subsidiaries, or the provision of services requiring payments by any of the Companies or their Subsidiaries in excess of $2,000,000 during the fiscal year ended December 31, 2005 or any Company Subsidiaries has fiscal year thereafter; (11) any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect Contract containing a covenant not to compete that impairs the ability of any obligation of the Companies or their Subsidiaries to freely conduct the Business in any Person, geographic area or any capital maintenance material line of business; (12) any Inter-Company Agreement; (13) any Contract between the Companies or similar agreements their Subsidiaries on the one hand and Seller or arrangementsany of its Affiliates (other than the Companies and their Subsidiaries) on the other hand, other than the Inter-Company Agreements; and (xviii14) all Contracts that are otherwise material any outstanding binding commitment to enter into any agreement of the business type described in subsections (1) through (14) of this Section 3.1(n)(i). (ii) Except as set forth in Section 3.1(n)(ii) of the Seller Disclosure Schedule, (i) each Company Contract (A) constitutes a valid and binding obligation of the Company or any Company Subsidiaries. the Subsidiary party thereto and (bB) Each assuming such Company Contract is in full force binding and effect and constitutes a legalenforceable against the other parties thereto, valid and binding agreement of is enforceable against the Company or a Company Subsidiary, as applicable, enforceable in accordance with its termsthe Subsidiary party thereto, except that (i) such enforcement may be subject to applicable as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generallyin general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion none of the court before which Companies or their Subsidiaries is, in any proceeding therefore may be brought. Company or a Company Subsidiarymaterial respect, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, under any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all and (iii) to the Knowledge of their obligations (except those that have not yet become due) underSeller, and are not no counterparty is, in any material violation or respect, in breach of or default under, under any such Company Contract.

Company Contracts. (a) Company has delivered or made available to Parent trueAs of the date of the Original Agreement, correct except for the Original Agreement, this Agreement and complete copies (the Ancillary Agreements, real property leases and all exhibits and schedules thereto and all amendmentsEmployee Benefit Plans, modifications and supplements thereofSection 3.19(a) of the Seller Disclosure Letter lists each of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of which the Company Disclosure Letteris a party to or bound by, in each case only if such Contract either (x) by its terms requirescase, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term as of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business date of the Company and the Company Subsidiaries (the “Company Contracts”):Original Agreement: (i) any distributor, supplier, sales, advertising, agency Contract with any third Person that purchases goods or manufacturer’s representative Contractservices from the Company for future consideration reasonably expected to be paid to the Company of US$1,000,000 or more in any fiscal year; (ii) any license agreement Contract for purchase, sale, lease or other written or oral agreement or permission pursuant to which Company has granted to disposal of any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business)real property; (iii) any licenseContract for capital expenditures or the acquisition or construction of fixed assets involving future payments in excess of US$1,000,000, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses in the IP Assets or Intellectual Property Rights of any third partyaggregate; (iv) any Contract for the purchase or lease of Company goods or any Company Subsidiaries containing any material support services (including equipment, materials, software, hardware, supplies, merchandise, parts or maintenance obligation on the part of Company other property, assets or any Company Subsidiaries outside of services), other than supplier or vendor Contracts entered into in the ordinary course of business, requiring aggregate future payments in excess of US$1,000,000 during any twenty (24)-month period following the date of the Original Agreement; (v) all Contracts with any customer of the business of loan agreement, credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement under which any Indebtedness material to the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall is outstanding or may be sufficient)incurred; (vi) all Contracts any Contract granting a first refusal, first offer or similar preferential right to purchase or acquire any of Company the capital stock, equity interests or any Company Subsidiaries relating to indebtedness assets of Company or any Company Subsidiariesthe Company; (vii) any agreement pursuant to which Contract that contains express covenants that materially restrict the Company from competing in any other party is granted exclusive marketing line of business or other exclusive rights of geographic area or with any type third Person or scope with respect to including any of products or services of Company provisions providing for exclusivity, and most favored nations, or any Company Subsidiariesmaterial Contract that contains change of control restrictions; (viii) any continuing Contract for the purchase of materialscreating or relating to any partnership, supplies, equipment, services joint venture or joint development agreement involving future payments or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contractcommitments; (ix) all any Contract, other than customer Contracts entered into in the ordinary course of Company business or any warranties thereunder issued by the Company, containing a covenant or covenants of the Company Subsidiaries that involve to expressly indemnify or hold harmless another third Person unless such obligation to indemnify or hold harmless is less than US$1,000,000, in the sale aggregate; (x) any Contract relating to the disposition or purchase acquisition by the Company, with obligations remaining to be performed or liabilities continuing after the date of the Original Agreement, of any assets of Company business or any amount of the Company Subsidiaries, material assets other than in the ordinary course of business; (x) , including any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance “deferred” or other business enterprise other than Company’s Subsidiariescontingent payments or obligations; (xi) all any Contract relating to the acquisition by the Company of any operating business or the capital stock or equity interests of any Person (including Contracts of under which the Company whereby Company has an obligation to make an investment in or loan to any Company Subsidiaries is restricted by any “standstill” or similar obligations;such Person); and (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business licenses granted by or to compete with any other Person; (xiv) any Contract pursuant to which the Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is and material to the business of the Company and Company SubsidiariesCompany, taken but excluding (A) licenses or services Contracts for commercially available software or services (including software as a whole; service) available on standard terms, (xvB) all Company Real Property Leases; licenses for open source software, (xviC) Contracts with current and former employees, contractors, and consultants of the Company, (D) non-exclusive licenses granted in the ordinary course of business, and (E) any Contract with an officerentered into by the Company in the ordinary course of business in which the only license to, director employeeor right to exploit, Affiliate or any other Person with whom Company does not deal at arm’s length (Intellectual Property granted in such Contract is incidental to the transaction contemplated in such Contract, the commercial purpose of which is something other than standard form offer letters under which the officer, director such license or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all right to exploit. All Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the type described in this Section 3.19(a) are hereinafter referred to as “Company or any Company SubsidiariesContracts.” (b) Each Seller has made available to Purchaser, in all material respects, copies of all Company Contract Contracts as in effect on the date of the Original Agreement and: (i) each of the Company Contracts is in full force and effect and constitutes and, assuming the due execution by the other parties thereto, is a legal, valid and binding agreement of Company or a Company Subsidiarythe Company, as applicable, enforceable except to the extent any such Company Contract has expired or has been terminated in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, General Enforceability Exceptions; and (ii) there is no default or breach by the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and Company or, to the discretion Knowledge of Seller, by any other party thereto, in the timely performance of any obligation to be performed thereunder or any other material provision thereof, except any such breach or default that would not materially and adversely affect the business of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contract.

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 3.15(a) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, Schedule identifies Contracts in each case only if such Contract either (x) by its terms requires, or is reasonably likely effect as of the date of this Agreement to require, payment to, or by, which any of Company or its Subsidiaries is a party or by which any of them is otherwise expressly bound, which are in the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or categories listed below (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv)collectively, (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”):); provided, however, that a Contract referenced by more than one description need only be listed once on the Company Disclosure Schedule: (i) any distributorpartnership, supplierjoint venture, sales, advertising, agency profits sharing or manufacturer’s representative Contractsimilar Contract with a third party; (ii) any license agreement Individual Agreement or other written consulting Contract requiring payment by Company or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements of its Subsidiaries of base annual compensation in the ordinary course excess of business)$200,000; (iii) any license, sublicense, agreement Contract that limits or other permission pursuant purports to which limit the ability of Company uses or otherwise possesses the IP Assets its Subsidiaries to compete in any line of business or Intellectual Property Rights with any Person or in any geographic area or during any period of any third partytime; (iv) any Contract relating to the incurrence of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part Indebtedness in excess of Company or any Company Subsidiaries outside of the ordinary course of business$2,000,000; (v) all Contracts any Contract with representatives, sales agencies or franchisees which in any customer case involve the payment or potential payment, pursuant to the terms of the business any such Contract, by or to Company or its Subsidiaries of the Company and the Company Subsidiaries (provided that for customers that have executed more than $2,000,000 annually or on a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient)one time basis; (vi) all Contracts of any Contract with customers that involve the payment to Company or any Company its Subsidiaries relating to indebtedness of Company or any Company Subsidiariesmore than $5,000,000 annually; (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights Contract that commits capital expenditures after the date hereof in an amount in excess of any type or scope with respect to any of products or services of Company or any Company Subsidiaries$2,000,000; (viii) any continuing Contract for entered into within the purchase past five years relating to the disposition or acquisition of materials, supplies, equipment, services any assets and properties individually or capital expenditures by in the aggregate material to the Business and under which Company or the Company its Subsidiaries involving in the case has a continuing obligation with respect to an “earn-out”, contingent purchase price or similar contingent payment obligation or a continuing indemnification obligation of any such Contract more than fifty thousand dollars ($50,000) over the life of the ContractCompany; (ix) all Contracts of any fidelity or surety bond or completion bond; (x) any Contract entered into between or among Company or its Subsidiaries, on the one hand, and any Equity Holder, officer, manager, director or Affiliate (other than Company or any of its Subsidiaries) of an Equity Holder, on the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiariesother hand, other than Contracts for the provision of security guarding or background screening services entered into in the ordinary course of business; (xxi) any Contract pursuant Contracts that contain any severance pay or provide for payments to which Company has any material ownership or participation interest be made in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than the event of a change in control of Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan collective bargaining agreement or other Contract for the borrowing of money, similar written agreement with any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principleslabor union; (xiii) any Contract limiting entered into outside of the freedom ordinary course of business by which either Company or any Subsidiary of Company grants or is granted any rights to engage in any line of business or to compete with any other Personmaterial Intellectual Property; (xiv) any Contract pursuant other Contract, not otherwise covered by clauses (i) through (xiii) of this Section 3.15(a), that requires payments by or to which any of Company is a lessor or its Subsidiaries in excess of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to $5,000,000 during the business of the Company and Company Subsidiaries, taken as a whole;current fiscal year; and (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officerany non-binding bid, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or commitment to enter into any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business agreement of the Company or any Company Subsidiariestype described in clauses (i) through (xiv) of this Section 3.15(a). (b) Each Except as set forth on Section 3.15(b) of the Company Disclosure Schedule, as of the date hereof, the Purchaser either has been supplied with, or has been given access to, a true and correct copy of all written Company Contracts, together with all material amendments, waivers or other changes thereto. Except as set forth in Section 3.15(b) of the Company Disclosure Schedule, (i) each Company Contract (A) constitutes a valid and binding obligation of Company or the Subsidiary of Company party thereto and (B) assuming such Company Contract is in full force and effect and constitutes a legal, valid and binding agreement obligation of and enforceable against the other parties thereto, is enforceable against Company or the Subsidiary of Company or that is a Company Subsidiary, as applicable, enforceable in accordance with its termsparty thereto, except that (i) such enforcement may be subject to applicable as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally, in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) and (ii) the remedy none of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or its Subsidiaries is in breach or default under any Company Contract, except, in each case, where such breach or default, would not reasonably be expected to have a Material Adverse Effect (and none of Company Subsidiary, as applicable, have performed all or its Subsidiaries has given notice of their obligations (except those that have not yet become due) under, and is not in a material violation or breach of or default under, to any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contractparty thereunder).

Company Contracts. (a) Company has delivered or made available to Parent true, Section 4.12(a) of the Disclosure Schedule sets forth a correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) list of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of to which the Company Disclosure Letter, in each case only if such Contract either (x) by or any of its terms requires, or Subsidiaries is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries a party (the “Company Contracts”) (other than the Employee Benefit Plans set forth on Section 4.14 of the Disclosure Schedule and insurance policies set forth on Section 4.16 of the Disclosure Schedule): (i) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other Contracts evidencing or governing any distributor, supplier, sales, advertising, agency material indebtedness for money borrowed by the Company or manufacturer’s representative Contractany of its Subsidiaries; (ii) any license agreement or other written or oral agreement or permission pursuant all leases relating to which Company has granted to any third party with respect to any IP Assets or Intellectual the Leased Real Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business“Leases”); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third partyall Employment Agreements; (iv) any Contract all Change of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of businessControl Severance Plans; (v) all Contracts Collective Bargaining Agreements with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreementtrade union, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient)employee association, works council or other labor organization; (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiariesthe Stockholder Agreement; (vii) any agreement pursuant Contract that contains any provision expressly requiring the Company or any of its Subsidiaries to which any other party is granted exclusive marketing purchase or other exclusive sell goods or services exclusively to or from another Person or that prohibits or limits the rights of any type the Company or scope with respect to any of its Subsidiaries to make, sell, market or distribute any products or services of Company (or after the Effective Time, Purchaser or any Company Subsidiariesof its Affiliates) or from engaging in any business in any jurisdiction; (viii) all Contracts (other than any continuing Contract work orders, purchase orders, invoices and similar documents issued thereunder) for the purchase of materials, supplies, equipment, services or capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company or the Company any of its Subsidiaries involving of an amount in excess of One Million Dollars ($1,000,000), individually, except any capital expenditures included in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the ContractCompany’s annual budget; (ix) all Contracts of granting to any Person (other than the Company or any of its Subsidiaries) an option or a first refusal, first-offer or similar preferential right to purchase or acquire any material assets of the Company Subsidiaries that involve or its Subsidiaries; (x) all Contracts entered into since December 31, 2014 involving the sale or purchase of any assets of Company or any substantially all of the Company Subsidiaries, assets or capital stock of any Person other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership Ordinary Course, or participation interest in any corporationa merger, partnershipconsolidation, joint venture, strategic alliance business combination or other business enterprise other than Company’s Subsidiariessimilar extraordinary transaction; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligationswith the Top 20 Customers; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for all Contracts with the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principlesTop 20 Suppliers; (xiii) any Contract limiting all IP Contracts (except that, while considered Company Contracts, IP Licenses for Off-the-Shelf Software are not required to be listed in Section 4.12(a) of the freedom of Company to engage in any line of business or to compete with any other Person;Disclosure Schedule); and (xiv) all exchange traded or over-the-counter swap, forward, future, option, cap, floor or collar financial Contracts, or any other interest rate or foreign currency protection Contract; (xv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business evidencing Indebtedness of the Company or any Subsidiary in excess of $10,000,000; (xvi) any Contract that grants “most favored nation” status that has had or would reasonably be expected to have a material impact on the Company and Company Subsidiaries, its Subsidiaries taken as a whole; (xv) all Company Real Property Leases; (xvixvii) any Contract with an officerthat contains a put, director employee, Affiliate call or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under similar right pursuant to which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment its Subsidiaries would reasonably expect to be required to purchase or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise)sell, as guarantorapplicable, surety, co-signer, endorser, co-maker, or otherwise in respect any equity interests of any obligation of any Person, Person or any capital maintenance or similar agreements or arrangementsmaterial assets; andor (xviii) all Contracts that are otherwise material to the business of the Company or any Company SubsidiariesContract (other than service Contracts) with a Governmental Entity. (b) Correct and complete copies of all Company Contracts, including all amendments, modifications, and supplements thereof (other than any work orders, purchase orders, invoices and similar documents issued thereunder), have been made available to the Purchaser. Each Company Contract is valid, binding and enforceable in full force and effect and constitutes a legal, valid and binding agreement of all material respects in accordance with its terms with respect to the Company or a Company Subsidiaryany of its Subsidiaries, as applicable, enforceable and, to the Knowledge of the Company, each other party to such Company Contracts. Except as set forth in accordance with its termsSection 4.12(b) of the Disclosure Schedule, except that there is no existing material default or material breach (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) by the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or a Company Subsidiaryany of its Subsidiaries, as applicable, have performed all under any Company Contract or (ii) to the Knowledge of their obligations (except those that have not yet become due) underthe Company, and is not in material violation or breach of or default under, by any such other party to any Company Contract. To Section 4.12(a) of the knowledge of Company, the other parties to Disclosure Schedule identifies with an asterisk (*) each Company Contract have performed all of their obligations (except those set forth therein that have not yet become due) under, and are not in material violation or breach requires the consent of or default undernotice to the other party thereto to avoid any breach, default, trigger any payments, acceleration of rights or violation of such Company ContractContract in connection with the transactions contemplated by this Agreement.

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 2.20(a) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely Schedule contains a complete list of all Contracts to require, payment to, or by, which the Company or any Company Subsidiary is a party or by which the Company Subsidiaries of at least $50,000 over or such Company Subsidiary is bound that fall within the stated minimum term of the Contract or following categories (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv)collectively, (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”):), organized in subsections corresponding to the subsections of Section 2.20(a) of this Agreement: (i) any Contract granting exclusive distributor, supplier, salesmarketing, advertising, agency or manufacturer’s representative Contractor other exclusive rights, or otherwise contemplating an exclusive relationship between the Company or any Company Subsidiary and any other Person; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, equipment or services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars that provides for payments in excess of or reasonably expected to exceed Twenty-Five Thousand Dollars ($50,00025,000) over the life of the Contractin any 12-month period; (ixiii) all Contracts any Contract relating to the acquisition by the Company of Company any tangible assets of a substantial nature, operating business or capital stock of any other Person, or the making of any other investment in any other Person; (iv) any Contract with any Significant Customer, Significant Supplier or Significant Publisher, provided that such Contract provides for payments in excess of or reasonably expected to exceed Twenty-Five Thousand Dollars ($25,000); (v) any Contract disclosed (or required to be disclosed) as a Government Contract in Section 2.13(g) of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of businessDisclosure Schedule; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xiivi) any trust indenture, mortgage, promissory note, loan agreement or other Contract or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principlesGAAP; (vii) any Contract for capital expenditures other than purchase orders for inventory, supplies or equipment in the ordinary course of business consistent with past practice; (viii) any Contract purporting to impose confidentiality or non-disclosure obligations on the Company or any Company Subsidiary other than those entered into in the ordinary course of business consistent with past practice; (ix) any Contract involving the purchase, sale, disposition, lease, license, sublease, use or occupancy of real property; (x) any Contract that would be required to be disclosed in Section 2.23 of the Company Disclosure Schedule; (xi) any agreement of guarantee, assumption or endorsement, or any similar Contract with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of any other Person; (xii) any Contract (excluding licenses for Shrink-Wrap Code or Open Source Software) pursuant to which the Company or any Company Subsidiary has licensed or otherwise received rights under or with respect to any Intellectual Property or Technology owned by a third party, including covenants not to sxx, non-assertion provisions or releases or immunities from suit that relate to Intellectual Property (“Inbound Licenses”); (xiii) any Contract limiting (excluding non-exclusive licenses of the freedom Company Products to customers that do not materially differ in substance from the Company’s standard form of outbound license agreement, copies of which have been provided to Parent) under which the Company or any Company Subsidiary has granted, licensed, disclosed or provided any Company-Owned Intellectual Property to engage third parties, including any Contracts containing covenants not to sxx, non-assertion provisions, or releases or immunities from suit that relate to Company-Owned Intellectual Property or, in each case, the option to do any line of business or to compete with any other Personthe foregoing (“Outbound Licenses”); (xiv) any Contract pursuant relating to which Company is a lessor the acquisition, transfer, development, manufacturing, distribution or sharing of any machineryTechnology (including Company Products) or Intellectual Property (including any joint development agreement, equipment, motor vehicles, office furniture, fixtures technical collaboration agreement or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a wholesimilar agreement); (xv) all Company Real Property Leasesany strategic alliance, joint development, joint marketing, joint venture, partnership or similar Contracts; (xvi) any Contract with an officer, director employee, Affiliate containing any exclusive licensing obligations or “most favored nation” terms or minimum purchase obligations; (xvii) any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under Contract to which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment is a party containing any covenant limiting (or other relationship with Company); (xviipurporting to limit) all Contracts pursuant to which Company or in any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business right of the Company or any Company SubsidiariesSubsidiary (v) to engage in any line of business, (w) to develop, market or distribute products or services, (x) to compete with any Person in any line of business or in any area or territory, or granting any exclusive distribution rights with respect to any Company Product, (y) to recruit, solicit, or hire employees or independent contractors who are or were employed or engaged by another Person, or (z) that would be required to be disclosed in accordance with Section 2.19(b) or that otherwise limits the ability of Parent and the Surviving Corporation from and after the Closing to operate the business of the Company and the Company Subsidiaries as currently conducted and as currently proposed to be conducted; (xviii) any collective bargaining agreement or Contract with any Labor Organization; or (xix) any employment agreement, severance agreement or change in control agreement or Contract with any current or former director, officer, employee or consultant of the Company or any Company Subsidiary, other than those that are terminable at-will by the Company or any Company Subsidiary on no more than thirty (30) days’ notice, or with respect to employees employed outside the United States on no more than the minimum notice period required by law, without liability or financial obligation. (b) True and complete copies of all such Company Contracts or, if not reduced to writing, reasonably complete and accurate written descriptions of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been made available to Parent prior to the execution of this Agreement. (c) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicableagreement, enforceable in accordance with its termsterms against the Company or any Company Subsidiary, except that (i) as such enforcement enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other and similar laws, now or hereafter in effect, laws affecting creditors’ rights generallygenerally and by general equitably principles, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion knowledge of the court before which Company, each other party thereto; neither the Company nor any proceeding therefore may be brought. Company Subsidiary is, nor has it received any written claim or a Company Subsidiary, as applicable, have performed all of their obligations (except those notice that have not yet become due) underit is, and is not to the knowledge of the Company, no other party to such Company Contract is, or has received any written claim or notice that it is, in material violation or breach of or default under, under any such Company Contract. To the knowledge Contract (or with notice or lapse of Companytime or both, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not would be in material violation or breach of or default under, under any such Company Contract). The Company and the Company Subsidiaries have fulfilled all material obligations required to have been performed by the Company and the Company Subsidiaries pursuant to each Company Contract.

Company Contracts. (a) As of the date hereof, except for this Agreement, real property leases and Employee Benefit Plans, Section 3.16(a) of the Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) Disclosure Letter lists each of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of which the Company Disclosure Letteror any of its Subsidiaries is a party to or bound by, in each case only if such Contract either (x) by its terms requirescase, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term as of the Contract or (y) is material to the business date of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”):this Agreement: (i) any distributor, supplier, sales, advertising, agency Contract with any third Person that purchases goods or manufacturer’s representative Contractservices from the Company or any of its Subsidiaries for future consideration reasonably expected to be paid to the Company or any of its Subsidiaries of $1,000,000 or more in any fiscal year; (ii) any license agreement Contract for capital expenditures or other written the acquisition or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements construction of fixed assets involving future payments in excess of $250,000, in the ordinary course of business)aggregate; (iii) any licenseContract for the purchase or lease of goods or services (including equipment, sublicensematerials, agreement software, hardware, supplies, merchandise, parts or other permission pursuant to which Company uses property, assets or otherwise possesses services), requiring aggregate future payments in excess of $500,000 during any twelve (12)-month period following the IP Assets or Intellectual Property Rights of any third partydate hereof; (iv) (A) any Contract loan agreement, credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement under which any Indebtedness of the Company or any of its Subsidiaries material to the Company Subsidiaries containing and its Subsidiaries, taken as a whole, is outstanding or may be incurred (in each case, other than between wholly owned subsidiaries of the Company or between a wholly owned Subsidiary of the Company and the Company) and (B) any material support or maintenance obligation on agreements in which the part of Company or any Company of its Subsidiaries outside has guaranteed any material liabilities or obligations of the ordinary course of businessany other Person; (v) all Contracts with any customer Contract granting a first refusal, first offer or similar preferential right to purchase or acquire any of the business capital stock or assets of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form or any of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient)its Subsidiaries; (vi) all Contracts of any Contract that contains express covenants that restrict the Company or any Company of its Subsidiaries relating to indebtedness from competing in any line of Company business or geographic area or with any Company Subsidiariesthird Person; (vii) any agreement pursuant to which any other party is granted exclusive marketing Contract creating or other exclusive rights of any type or scope with respect relating to any of products partnership, joint venture or services of Company or any Company Subsidiariesjoint development agreement; (viii) any continuing Contract for the purchase containing a license to, a covenant not to assert claims of materialsinfringement, suppliesmisappropriation, equipmentdilution, services or capital expenditures violation relating to, or other grant or waiver of rights under, Intellectual Property owned by Company or a third Table of Contents Person that is material to the Company Subsidiaries involving in the case and its Subsidiaries, taken as a whole, excluding any nondisclosure Contracts and Contracts for software (including software offered as a service) made available on standard terms for an aggregate cost of any such Contract more less than fifty thousand dollars ($50,000) over the life of the Contract100,000 per year; (ix) all any Contract containing a license to, a covenant not to assert claims of infringement, misappropriation, dilution, or violation relating to, or other grant or waiver of rights under, material Company Owned Intellectual Property, excluding any nondisclosure Contracts or non-exclusive licenses granted to customers of the Company or any of the Company its Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporationContract, partnership, joint venture, strategic alliance or other business enterprise other than Company’s customer Contracts entered into in the ordinary course of business or warranties issued by the Company or any of its Subsidiaries, containing a covenant or covenants of the Company or any of its Subsidiaries to expressly indemnify or hold harmless another third Person unless such obligation to indemnify or hold harmless is less than $500,000, in the aggregate; (xi) all Contracts of Company whereby any Contract relating to the disposition or acquisition by the Company or any Company Subsidiaries is restricted by of its Subsidiaries, with obligations remaining to be performed or liabilities continuing after the date of this Agreement, of any business or any material assets other than in the ordinary course of business, including any “standstillearn-out” or similar other contingent payments or obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for relating to the borrowing of money, any currency exchange, commodities or other hedging arrangement acquisition by the Company or any leasing transaction of its Subsidiaries of any operating business or the type required capital stock or equity interests of any other third Person (including Contracts under which the Company or any of its Subsidiaries has an obligation to be capitalized make an investment in accordance with generally accepted accounting principlesor loan to any such Person); (xiii) any Contract limiting that would obligate the freedom Company or any of Company its Subsidiaries to engage pay any stay or retention bonus or change in control, severance or termination payment to any line third Person solely as a result of business or to compete with any other Personthe consummation of the transactions contemplated hereby; (xiv) any Contract pursuant that requires the Company or any of its Subsidiaries, or any successor to which Company is or acquirer of the Company, to make any payment to another Person as a lessor result (in whole or in part) of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business a change in control of the Company and Company Subsidiaries, taken as or any of its Subsidiaries (a whole“Change in Control Payment”) or gives another Person a right to receive or elect to receive a Change in Control Payment; (xv) all any Contract granting a lien, other than a Permitted Lien, upon any material property or asset owned by the Company Real Property Leases; or any of its Subsidiaries; Table of Contents (xvi) any Contract with an officermaterial hedge, director employeecollar, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officeroption, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absoluteforward purchasing, accruedswap, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance derivative or similar agreements Contract, understanding or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contract.undertaking;

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) Section 3.17 of the following Contracts, and all Seller Disclosure Letter sets forth a list of such Contracts in existence on effect as of the date hereof are listed on Part 2.18 of this Agreement to which the Company Disclosure Letteror its Subsidiaries is a party, which are in each case only if such Contract either the categories listed below (x) by its terms requirescollectively, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract“material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act); (ii) any license agreement contract calling for aggregate payments by the Company or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to of its Subsidiaries of more than $1,000,000 over the remaining term of such Contract, after taking into account any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business)options for renewal; (iii) any licenseContract calling for aggregate payments by the Company or any of its Subsidiaries of more than $500,000 for any consecutive 12-month period over the remaining term of such Contract, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of after taking into account any third partyoptions for renewal; (iv) any Contract that cannot be terminated by the Company (or Buyer after Closing) within thirty (30) days or without a penalty or fee of Company or less than $150,000, other than (A) any Company Subsidiaries containing any material support Leases or maintenance obligation on the part of Company or (B) any Company Subsidiaries outside Contracts disclosed pursuant to the other sub-clauses of the ordinary course of businessthis Section 3.17(a); (v) all Contracts with any customer of the business of employment, management consulting or similar agreement requiring payment by the Company and the Company or its Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy an amount in excess of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient)$100,000 per year; (vi) all Contracts any change in control, severance, employment, management consulting or similar agreement restricting the right of the Company or any Company of its Subsidiaries relating to indebtedness terminate any employee or consultant “at will,” or requiring any payment or benefits other than payment of Company or any Company Subsidiariescompensation through the date of termination; (vii) any indemnification agreement pursuant to which entered into by and between the Company and any other party is granted exclusive marketing current or other exclusive rights former director or officer of any type or scope with respect to any of products or services of Company or any Company Subsidiariesthe Company; (viii) any continuing Contract for evidencing Indebtedness or under which the purchase of materials, supplies, equipment, services or capital expenditures by Company or any of its Subsidiaries have issued any note, bond, indenture, mortgage, security interest or other evidence of Indebtedness or has directly or indirectly guaranteed Indebtedness liabilities or obligations of any Person (other than the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contractor its Subsidiaries); (ix) all Contracts of any material license agreement pursuant to which the Company or its Subsidiaries (i) has acquired the right to use any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company SubsidiariesIntellectual Property, other than software that is generally commercially available on standard terms for less than $5,000 in licensing and related maintenance and support fees per annual license period, or (ii) has granted to any third party any license to use any Company Intellectual Property owned by the ordinary course of businessCompany or its Subsidiaries; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporationfor the fiscal year ended December 31, partnership2006, joint venture, strategic alliance or other business enterprise Contracts (other than Company’s SubsidiariesCompany Leases and other than CapEx Agreements) under which the Company made payments, individually, in excess of $500,000; (xi) all Contracts of Company whereby any agreement entered into with a Person other than the Company or its Subsidiary that creates any (A) partnership, limited liability company agreement, joint venture or other similar arrangement, (B) management, operating, franchise, license or other similar agreement, (C) right to share in any revenue or profits from the operation or development of any Company Subsidiaries is restricted by Property (D) right to receive all or any “standstill” portion of the proceeds or similar obligationsother consideration upon a sale, assignment or other disposition of a Company Property, or (E) ownership interest in any of the Company Properties; (xii) any trust indenture, mortgage, promissory note, loan agreement for capital expenditures or other Contract the acquisition or construction of fixed assets for the borrowing benefit and use of moneythe Company or its Subsidiaries (the “CapEx Agreements”), any currency exchangerequiring payments by the Company or its Subsidiaries in excess of $500,000 for the fiscal year ended December 31, commodities or other hedging arrangement 2006, or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principlesfiscal year thereafter; (xiii) any Contract limiting the freedom of Company to engage in any line of business interest rate swaps, caps, floors or to compete with option agreements or any other Personderivative instruments, interest rate risk management arrangement or foreign exchange contracts; (xiv) any Contract pursuant containing a covenant not to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures compete or other personal property exclusivity provision that is material to materially impairs the business ability of the Company and Company Subsidiaries, taken or any of its Subsidiaries to freely conduct their business as a wholesuch business is conducted on the date hereof in any geographic area or any line of business; (xv) all any Contract (A) for the acquisition, option to acquire, development or construction of any Company Real Property Leases;or any other real property that may result in total payments or liability of the Company or any such Subsidiary in excess of $1,000,000 or (B) for the disposition or the option to sell (by merger or purchase of assets or stock or otherwise) of any Company Property or any other real property for consideration in excess of $1,000,000; and (xvi) any Contract with an officer, director employee, Affiliate or outstanding written commitment to enter into any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business agreement of the Company or any Company Subsidiariestype described in subsections (i) through (xv) of this Section 3.17(a). (b) Each Company Contract is in full force and effect and constitutes a legalis valid, valid binding and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its termsterms against the Company or the relevant Subsidiary and, to the Knowledge of Seller, the other parties thereto, except that (i) that such enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, Laws now or hereafter in effect, effect relating to or affecting creditors’ the rights generally, and remedies of creditors and general principles of equity (iiwhether considered in a proceeding at law or in equity) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore therefor may be broughtbrought and (ii) as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Neither the Company or a Company Subsidiary, as applicable, have performed all nor any of their obligations (except those that have not yet become due) underits Subsidiaries is, and is not to the Knowledge of Seller, no other party is, in material violation or breach of or default under, under any such Company Contract, except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (and neither the Company nor any of its Subsidiaries has caused an event to occur or fail to occur or a circumstance to exist which and, to the Knowledge of Seller, no event has occurred or failed to occur and no circumstances exist which, with due notice or lapse of time or both, would constitute such a breach or default). To the knowledge Seller has made available to Buyer a correct and complete copy of Company, the other parties to each Company Contract have performed and all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contractamendments thereto.

Company Contracts. The Disclosure Schedule lists the following (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) the extent any of the following Contractsexist) (such agreements, commitments, and all written summaries of such Contracts in existence on oral agreements being sometimes collectively referred to herein as the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “"Company Contracts”): "): (i) all leases of real property to which the Company or any distributor, supplier, sales, advertising, agency of the Subsidiaries is a party (whether as lessor or manufacturer’s representative Contract; lessee); 8 <PAGE> (ii) any license agreement all leases of machinery or other written or oral agreement or permission pursuant equipment to which the Company has granted or any of the Subsidiaries is a party (whether as lessor or lessee), with the annual rental, the termination date, and the conditions of assignment and renewal being given with respect to each lease; (iii) all rights and all licenses, leases, and other agreements relating to rights in other tangible personal property to which the Company or any third party of the Subsidiaries is a party, involving the payment by or to it of more than U.S. $20,000 in the aggregate with respect to any IP Assets one agreement. (iv) all policies of insurance and fidelity or Intellectual Property Rights surety bonds in force with respect to the directors, officers, properties, assets, liabilities, or operations of the Company or any of the Subsidiaries in each case with a notation as to the status of premiums paid thereon; (v) all agreements of the Company or any of the Subsidiaries for the borrowing or lending of money; (vi) all agreements granting any person a lien, security interest, or mortgage on any property or asset of the Company or any of the Subsidiaries, including any factoring agreement or agreement for the assignment of receivables or inventory; (vii) all agreements of the Company or any of the Subsidiaries guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) all agreements of the Company or any of the Subsidiaries with any manufacturer or supplier with respect to discounts or allowances or extended payment terms; (ix) all agreements of the Company or any of the Subsidiaries with any distributor, dealer, sales agent, or representative; (x) all agreements that restrict the Company from doing any kind of business or from doing business in any jurisdiction or from competing with any person; (xi) all agreements for the purchase of goods, materials, supplies, machinery, capital assets or services in excess of U.S. $50,000 in any one case or in excess of U.S. $100,000 in the aggregate; (xii) all collective bargaining agreements and employee pension benefit plans which are currently in effect and all information relating to such employee benefit plans required to be disclosed pursuant to Paragraph 2.17(b) hereof; (xiii) all bonus, deferred compensation, profit sharing, pension, retirement, stock option, stock purchase, hospitalization, insurance, medical, dental, or other plans, arrangements, or practices providing employee or executive benefits; (xiv) all shareholders' agreements, proxies, voting trusts, or powers of attorney to act on behalf of the Company or any of the Subsidiaries or in connection with its properties or business affairs other than pursuant such powers to Company's standard customer so act as normally pertain to corporate officers; (xv) all agreements relating to the sale of assets of the Company or any of the Subsidiaries; 9 <PAGE> (xvi) all joint venture or partnership agreements with any other person; (xvii) all agreements for the construction or modification of any building or structure or for the incurrence of any other capital expenditure; (xviii) all advertising agreements; (xix) all agreements giving any party the right to renegotiate or require a reduction in price or the repayment of any amount previously paid; (xx) all other agreements and commitments (including employment and consulting agreements) to which the Company or any of the Subsidiaries is a party, by which it is or may be bound, or from which it does or may derive benefit, and a description of the terms thereof, with the termination date and conditions of assignment and renewal being given in each case, except any contract or commitment (A) involving the payment by or to the Company of less than U.S. $10,000 in the aggregate, (B) terminable by such Company without liability or expense on 60 days' notice or less, (C) for the purchase or sale of merchandise or services entered into in the ordinary course of business); , which will be performed by such Company in less than three months and which will not have any material effect on the properties and business of such Company, or (iiiD) covered by any license, sublicense, agreement other paragraph of this Paragraph 2.13; (xxi) the name and current rate of compensation of (A) each director and officer of each Company and (B) each other employee of or other permission pursuant consultant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights Companies whose current annual rate of any third party; compensation (ivincluding bonuses and commissions) any Contract of Company or from any Company Subsidiaries containing any material support is U.S. $70,000 or maintenance obligation on more; (xxii) the part name of Company each retired employee, officer, or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business director, if any, of the Company who is receiving or is entitled to receive any payments not covered by any Employee Benefit Plan and his or her age, sex and current unfunded pension benefits; and (xxiii) the name of each bank in which any Company has an account or safe deposit box and the Company Subsidiaries (provided that for customers that names of all persons authorized to draw thereon or to have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving access thereto. Except as set forth in the case Disclosure Schedule, to the best of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any Seller's actual knowledge after Reasonable Investigation, each of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company SubsidiariesContracts is valid, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporationbinding, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its termsterms for the periods (if any) stated therein, except that (i) such enforcement to the extent enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar laws, now or hereafter in effect, laws affecting creditors’ ' rights generallygenerally and limitations on the availability of equitable remedies; the Company has fulfilled or has taken all actions necessary to enable it to fulfill when due all of its obligations under the Company Contracts, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion there is not, under any of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default underforegoing, any such existing default or event of default or any event which, with or without the giving of notice or the passage of time, would constitute a material default under any of the Company ContractContracts. To the best of Seller's actual knowledge after Reasonable Investigation, there are no laws, regulations, rules or decrees currently in effect or to be in effect which materially adversely affect or might materially adversely affect the Company's rights under any of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company ContractContracts.

Company Contracts. (ai) Schedule 3.01(m)(i) of the Disclosure Schedules contains a true, correct and complete list of all material Contracts and amendments, modifications and supplements thereto, to which the Company or the Rxxxx Entities is a party or by which the Company, the Rxxxx Entities or any of their assets or properties are bound (collectively, the “Company Contracts”), which includes: (A) all Contracts for the purchase, exchange or sale of electric power, capacity, ancillary services or Environmental Attributes; (B) all Contracts for the transmission of electric power; (C) all interconnection Contracts for electricity; (D) all Contracts with Seller, HASI or any of their respective Affiliates; and (E) all Contracts relating to the Acquired Interests or membership interests of the Company or the Rxxxx Entities. (ii) Seller has delivered provided Purchaser with, or made available to Parent access to, true, correct and complete copies (of all the Company Contracts and all exhibits and schedules thereto the agreements described on Schedule 3.01(m)(i) of the Disclosure Schedules, and all amendments, modifications and supplements thereof) of thereto. Each Company Contract constitutes the following Contractslegal, valid, binding and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance enforceable obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. the Rxxxx Entities party thereto and to the Knowledge of Seller, the other parties thereto, except as may be limited by (bi) bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). Each Company Contract is in full force and effect and constitutes a legaleffect. (iii) Except as disclosed on Schedule 3.01(m)(iii) of the Disclosure Schedules, valid and binding agreement of neither the Company or a Company Subsidiarynor the Rxxxx Entities or, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Knowledge of Seller, the court before which any proceeding therefore may be brought. Company or a Company Subsidiaryother parties thereto, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or material breach of or material default under any Company Contract to which it is a party. (iv) None of Seller, the Company or any of the Rxxxx Entities has given or received notice or other written communication regarding any actual, alleged, possible or potential material violation or material breach with respect to any material provision of, or any material default under, or intent to cancel or terminate, any Company Contract, which violation, breach or default has not been remedied, cured or waived or for which any such Company Contract. To the knowledge of Company, the other parties intent to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation cancel or breach of or default under, any such Company Contractterminate has been withdrawn.

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 3.16(a) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 Disclosure Schedules sets forth each of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely following Contracts to require, payment to, or by, Company or which the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract is a party or (y) is material to the business of Company and the Company Subsidiaries (by which it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) its properties or assets are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”):bound. (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contractcollective bargaining agreement; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business)Employment Agreement; (iii) any license, sublicense, agreement fidelity or other permission pursuant to which Company uses surety bond or otherwise possesses the IP Assets or Intellectual Property Rights of any third partycompletion bond; (iv) any Contract lease of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside personal property listed in Section 3.13(a) of the ordinary course of businessDisclosure Schedules; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries Contract evidencing Indebtedness or an Encumbrance (provided that for customers that have executed other than a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficientPermitted Encumbrance); (vi) all Contracts any Contract containing any covenant limiting the freedom of the Company or any Company Subsidiaries relating of its present or future Affiliates to: (A) engage in any line of business or in any geographic territory or to indebtedness of Company compete with any Person, or which grants to any Person any exclusivity with respect to any geographic territory, any customer, or any Company Subsidiariesproduct or service; or (B) solicit for employment, hire or employ any Person; (vii) any agreement pursuant Contract relating to which capital expenditures and involving future payments in excess of Sixty Thousand Dollars (USD $60,000) in any other party is granted exclusive marketing individual case or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company SubsidiariesOne Hundred and Twenty Thousand Dollars (USD $120,000) in the aggregate; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services relating to any acquisition or capital expenditures disposition made by Company or the Company Subsidiaries involving in the case any manner (including acquisition or disposition through merger, consolidation with, or purchase or sale of assets or equity securities) of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contractbusiness or any Person or division or under which any contingent payments, indemnification obligations or similar liabilities or other material monetary rights or obligations remain outstanding; (ix) all Contracts any Contract relating to any acquisition or disposition of Company assets or any of the Company Subsidiaries that involve the sale or purchase of interest in any assets of Company or any of the Company Subsidiaries, other than in business enterprise outside the ordinary course of the Company’s business; (x) any Contract pursuant relating to which Company has the borrowing of money or the extension of credit or any material ownership Indebtedness or participation interest in any corporation, partnership, joint venture, strategic alliance Encumbrance or other business enterprise other than Company’s Subsidiariescapital lease; (xi) all Contracts any unpaid or unperformed purchase order or Contract (including for services) involving in excess of Company whereby Company Fifty Thousand United States Dollars (USD $50,000) in any individual case or Seventy-Five Thousand United States Dollars (USD $75,000) in the aggregate with any Company Subsidiaries is restricted by any “standstill” or similar obligationssingle counter-party; (xii) any trust indenturejoint development agreement, mortgagejoint venture agreement, promissory notecollaboration agreement, loan strategic alliance agreement or similar Contract involving the sharing of profits, losses, costs or liabilities with any other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principlesPerson; (xiii) any Contract limiting pursuant to which the freedom Company has advanced or loaned any amount to any current or former stockholder of Company to engage the Company, any Employee or any consultant or contractor of the Company, other than business expense advances in any line the ordinary course of business or to compete consistent with any other Personprior practice; (xivi) any Contract pursuant to which Company is a lessor of Government Contract; and (ii) any machinerybid, equipmentoffer, motor vehiclesproposal, office furniture, fixtures term sheet or other personal property instrument that, if accepted or awarded, could reasonably be expected to lead to a Government Contract, in each case that is material to currently in effect or is outstanding or within the business of the Company and Company Subsidiaries, taken as a wholepast five (5) years has been in effect or outstanding; (xv) all any currently outstanding bid, offer, proposal, term sheet or similar document that has been submitted by the Company Real Property Leasesthat, if accepted by the receiving party, would obligate the Company thereunder; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under pursuant to which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment has agreed to provide “most favored nation” status or other relationship with Company)similar terms and conditions to any Person; (xvii) all Contracts pursuant any Contract (including any license agreement) entered into in relation to which Company the settlement or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect other disposition of any obligation claim by or against the Company with respect to alleged infringement or misappropriation of any Person, or any capital maintenance or similar agreements or arrangementsIntellectual Property rights; andor (xviii) all Contracts any other Contract that are otherwise material to the business involves outstanding or future payment obligations of Seventy-Five Thousand Dollars (USD $75,000) or more and is not cancelable by the Company or any Company Subsidiarieswithout penalty within sixty (60) days. (b) Each Company Contract set forth or required to be set forth on Section 3.12(a) of the Disclosure Schedules, Section 3.12(f) of the Disclosure Schedules, Section 3.14(a) of the Disclosure Schedules, Section 3.16(a) of the Disclosure Schedules (each a “Disclosable Contract”) is in full force and effect and constitutes a legalis valid, valid binding and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcythe Enforceability Exceptions. The Company is in compliance in all material respects with and has not breached, insolvencyviolated or defaulted under, reorganizationor received written notice during the past three (3) years, moratorium that it has breached, violated or other similar lawsdefaulted under, now in any material respect, any of the terms or hereafter in effect, affecting creditors’ rights generallyconditions of any Disclosable Contract that has not been cured or waived, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and nor to the discretion Company’s Knowledge has there occurred any event or occurrence that would constitute such a breach, violation or default (with or without the lapse of the court before which time, giving of notice or both) or any proceeding therefore may be broughtmaterial default by any third Person. The Company or a Company Subsidiary, as applicable, have performed is in compliance with all schedules and time of their obligations (except those that have not yet become due) underperformance requirements under all Disclosable Contracts, and is the Company has no reasonable basis to believe that it will not continue to remain in material violation or breach of or default under, any compliance with all such Company Contractrequirements. To the knowledge Company’s Knowledge, no third Person party to any Disclosable Contract has asked for a waiver or forbearance of Companyany of its obligations under such Disclosable Contract, the has asserted any claim or right of force majeure or any similar right or excuse for non-performance or non-payment with respect to or under such Disclosable Contract, has threatened or sought to exercise any other parties contractual right to each not fully perform such Disclosable Contract, or has indicated any inability or unwillingness to perform or make any payment with respect to such Disclosable Contract in full in accordance with its terms. The Company Contract have performed has made available to Buyer accurate and complete copies of all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company ContractDisclosable Contracts.

Company Contracts. (a) As of the date hereof, except for this Agreement and agreements filed with or incorporated by reference in the Company SEC Documents or listed on Section 5.18(a)(i) – (xii) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to or bound by any contract constituting a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) or: (i) any Contract that contemplates payments or the delivery of other consideration by or to the Company or any of its Subsidiaries of (1) more than $1,000,000 during any 12-month period or (2) more than $2,500,000 over the remaining term of such Contract; (ii) any loan or credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness in excess of $1,000,000 of the Company or any of its Subsidiaries is outstanding or may be incurred; (iii) any Contract relating to guarantees or assumptions of other obligations of any third Person or involving any performance bonds which agreements relate to obligations which do not individually exceed $250,000, except for agreements entered into in the ordinary course of business consistent with past practice; (iv) any Contract that constitutes a collective bargaining or other arrangement with any labor union, labor organization, workers’ association, works council or other collective group of employees; (v) any Contract granting a first refusal, first offer or similar preferential right to purchase or acquire any of the Company Capital Stock or any material asset of the Company, other than the Company Options; (vi) any Contract containing covenants binding upon the Company or any of its Subsidiaries that (A) materially restrict the ability of the Company or any of its Subsidiaries (or that, following the consummation of the Merger, would materially restrict the ability of the Surviving Corporation or its affiliates) to compete (1) in any business, (2) with any Person or (3) in any geographic area; or (B) materially restrict the right of the Company or any of its Subsidiaries to conduct its business as it is presently conducted or which could require the disposition of any material assets or line of business of the Company or any of its Subsidiaries; (vii) any Contract relating to the disposition or acquisition of a material business or, other than in the ordinary course, any amount of material assets by the Company or any of its Subsidiaries, with obligations remaining to be performed or liabilities continuing after the date of this Agreement, including any “earn-out” or other contingent payments or obligations that individually, could reasonably be expected to result in payments by the Company or any of its Subsidiaries in excess of $1,000,000 individually or $2,500,000 in the aggregate for all such agreements; (viii) any Contract pursuant to which the Company or any of its Subsidiaries is or may become obligated to make (A) any severance, termination or similar payment (but excluding any payments in connection with continuation of any healthcare benefits or relating to accrued vacation, paid-time off, or medical leave) in excess of $50,000 to any current or former employee or director, or (B) pursuant to which the Company or any of its Subsidiaries is or may become obligated to make any bonus or similar payment (other than payments constituting base salary) in excess of $50,000 to any current or former employee or director; (ix) any Contract relating to the acquisition, transfer, development, sharing or licensing of any Intellectual Property (except for any Contract pursuant to which (1) any Intellectual Property is licensed to the Company or any of its Subsidiaries under any third-party software license generally available to the public, or (2) any Intellectual Property is licensed by the Company or any of its Subsidiaries to any Person on a nonexclusive basis); (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar Contract, understanding or undertaking; (xi) any other Contract, if breach of such a Contract or the termination of such Contract would reasonably be expected to have a Company Material Adverse Effect. All Contracts of the type described in this Section 5.18(a) to which the Company or a Subsidiary is bound, including those Contracts filed with or incorporated by reference in the Company SEC Documents and as listed or required to be listed on Section 5.18(a)(i) – (xii) of the Company Disclosure Schedule, are hereinafter referred to as “Company Contracts.” (b) The Company has delivered or made available to the Parent true, correct an accurate and complete copies (copy of each Company Contract. All Company Contracts are valid and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 binding agreements of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business a Subsidiary of the Company and are in full force and effect and are enforceable in accordance with their respective terms except where failure to be valid, binding or in full force and effect would not have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company, any counterparty to any Company Contract, is in breach of, or in default under, any Company Contract except for such breaches or defaults that would not have a Company Material Adverse Effect. (c) Except where the following matters would not have a Company Material Adverse Effect, with respect to each Company Contract between the Company or any of its Subsidiaries and any Governmental Entity (the each, a “Company ContractsGovernment Contract”) and each Company Contract between the Company or any of its Subsidiaries and any prime contractor or first-tier subcontractor relating to a Contract between such Persons (each, a “Company Government Subcontract”): (i) any distributorto the Knowledge of the Company, suppliereach such Company Government Contract (or, salesif applicable, advertising, agency each prime Contract under which such Company Government Subcontract was awarded) is not currently the subject of bid or manufacturer’s representative Contractaward protest proceedings as of the date hereof; (ii) neither the United States government nor any license agreement prime contractor, subcontractor or other written Person has notified the Company or oral agreement any Subsidiary of the Company, in writing, that the Company or permission pursuant to which any Subsidiary of the Company has granted breached or violated any Law or material certification, representation, clause, provision or requirement pertaining to any third party with respect to any IP Assets such Company Government Contract or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business)Company Government Subcontract; (iii) neither the Company nor any licenseSubsidiary of the Company has received any notice of termination for convenience, sublicensenotice of termination for default, agreement cure notice or other permission pursuant show cause notice pertaining to which such Company uses Government Contract or otherwise possesses Company Government Subcontract except as set forth on Section 5.18(c)(iii) of the IP Assets or Intellectual Property Rights of any third party;Company Disclosure Schedule; and (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant business consistent with past practice, to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction Knowledge of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machineryCompany, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of no cost incurred by the Company or any Subsidiary of the Company Subsidiariespertaining to a Company Government Contract or Company Government Subcontract is the subject of any audit or investigation by or has been disallowed by any Governmental Entity. (bd) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) To the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Knowledge of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge of Company, from January 1, 2010 through the other parties date of this Agreement, neither the Company nor any of its Subsidiaries has been debarred or suspended for ninety (90) days or more in any consecutive twelve-month period, or proposed for debarment or suspension, or received notice of actual or proposed debarment or suspension, from participation in the award of Contracts with the United States government (excluding for this purpose ineligibility to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contractbid on certain contracts due to generally applicable bidding requirements).

Company Contracts. (aSection 4.16(a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure LetterLetter sets forth, in each case only if such Contract either (x) by its terms requires, with respect to or is reasonably likely to require, payment to, or by, otherwise affecting the Company or the Company Subsidiaries any of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”):its Subsidiaries: (i) any distributorContract relating to the incurrence of indebtedness (including sale and leaseback transactions, supplier, sales, advertising, agency or manufacturer’s representative Contractcapitalized lease transactions and other similar financing transactions) pursuant to which the outstanding indebtedness is in excess of one hundred thousand dollars ($100,000); (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any non-competition Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which Contract or obligation that purports to limit in any respect the officer, director or employee's relationship with Company manner or the Company Subsidiaries is terminable at will and localities in which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company of its Subsidiaries., or following consummation of the transactions contemplated by this Agreement, Parent’s businesses, is or would be conducted; (biii) Each Company any Contract is in full force and effect and constitutes a legal, valid and binding agreement of providing for the indemnification by the Company or any of its Subsidiaries of any Person in excess of one hundred thousand dollars ($100,000) individually or three hundred thousand dollars ($300,000) in the aggregate; (iv) any multi-year Insurance Contract involving the payment of one hundred thousand dollars ($100,000) individually or three hundred thousand dollars ($300,000) in the aggregate; (v) any Insurance Contract containing any rate guarantees, rate caps or rate escalators involving the payment of one hundred thousand dollars ($100,000) individually or three hundred thousand dollars ($300,000) in the aggregate; (vi) any reinsurance treaty or facultative reinsurance contract (in each case applicable to insurance in force or for which the Company or any of its Subsidiaries are entitled to any recovery); (vii) any agreement or understanding with, or restriction imposed by, a Governmental Authority or other Third Party relating to the payment of dividends or maintenance of capital by the Company Subsidiaryor any of its Subsidiaries; (viii) all leases, as applicablesubleases, enforceable licenses or other Contracts, including all amendments, extensions, renewals, guaranties or other Contracts with respect thereto, pursuant to which the Company or any of its Subsidiaries use or hold any material Leased Real Property (“Leases”); and (ix) any other Contracts not listed above that involve the payment or receipt by the Company of one hundred thousand dollars ($100,000) individually or five hundred thousand dollars ($500,000) in accordance with its terms, except that the aggregate; (the Contracts of a type covered by clauses (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (iiix) being referred to as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and “Material Contracts”). Prior to the discretion date of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge of Companythis Agreement, the other parties Company has made available to Parent true and correct copies of each Company Material Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation including any amendments or breach of or default under, any such Company Contractsupplements thereto).

Company Contracts. The Disclosure Schedule lists the following (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) the extent any of the following Contractsexist) (such agreements, commitments, and all written summaries of such Contracts in existence on oral agreements being sometimes collectively referred to herein as the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “"Company Contracts”"): (i) all leases of real property to which the Company or any distributor, supplier, sales, advertising, agency of the Subsidiaries is a party (whether as lessor or manufacturer’s representative Contractlessee); (ii) any license agreement all leases of machinery or other written or oral agreement or permission pursuant equipment to which the Company has granted or any of the Subsidiaries is a party (whether as lessor or lessee), with the annual rental, the termination date, and the conditions of assignment and renewal being given with respect to each lease; (iii) all rights and all licenses, leases, and other agreements relating to rights in other tangible personal property to which the Company or any third party of the Subsidiaries is a party, involving the payment by or to it of more than U.S. $20,000 in the aggregate with respect to any IP Assets one agreement. (iv) all policies of insurance and fidelity or Intellectual Property Rights surety bonds in force with respect to the directors, officers, properties, assets, liabilities, or operations of the Company or any of the Subsidiaries in each case with a notation as to the status of premiums paid thereon; (v) all agreements of the Company or any of the Subsidiaries for the borrowing or lending of money; (vi) all agreements granting any person a lien, security interest, or mortgage on any property or asset of the Company or any of the Subsidiaries, including any factoring agreement or agreement for the assignment of receivables or inventory; (vii) all agreements of the Company or any of the Subsidiaries guaranteeing, indemnifying, or otherwise becoming liable for the obligations or liabilities of another; (viii) all agreements of the Company or any of the Subsidiaries with any manufacturer or supplier with respect to discounts or allowances or extended payment terms; (ix) all agreements of the Company or any of the Subsidiaries with any distributor, dealer, sales agent, or representative; (x) all agreements that restrict the Company from doing any kind of business or from doing business in any jurisdiction or from competing with any person; (xi) all agreements for the purchase of goods, materials, supplies, machinery, capital assets or services in excess of U.S. $50,000 in any one case or in excess of U.S. $100,000 in the aggregate; (xii) all collective bargaining agreements and employee pension benefit plans which are currently in effect and all information relating to such employee benefit plans required to be disclosed pursuant to Paragraph 2.17(b) hereof; (xiii) all bonus, deferred compensation, profit sharing, pension, retirement, stock option, stock purchase, hospitalization, insurance, medical, dental, or other plans, arrangements, or practices providing employee or executive benefits; (xiv) all shareholders' agreements, proxies, voting trusts, or powers of attorney to act on behalf of the Company or any of the Subsidiaries or in connection with its properties or business affairs other than pursuant such powers to Company's standard customer so act as normally pertain to corporate officers; (xv) all agreements relating to the sale of assets of the Company or any of the Subsidiaries; (xvi) all joint venture or partnership agreements with any other person; (xvii) all agreements for the construction or modification of any building or structure or for the incurrence of any other capital expenditure; (xviii) all advertising agreements; (xix) all agreements giving any party the right to renegotiate or require a reduction in price or the repayment of any amount previously paid; (xx) all other agreements and commitments (including employment and consulting agreements) to which the Company or any of the Subsidiaries is a party, by which it is or may be bound, or from which it does or may derive benefit, and a description of the terms thereof, with the termination date and conditions of assignment and renewal being given in each case, except any contract or commitment (A) involving the payment by or to the Company of less than U.S. $10,000 in the aggregate, (B) terminable by such Company without liability or expense on 60 days' notice or less, (C) for the purchase or sale of merchandise or services entered into in the ordinary course of business), which will be performed by such Company in less than three months and which will not have any material effect on the properties and business of such Company, or (D) covered by any other paragraph of this Paragraph 2.13; (iiixxi) the name and current rate of compensation of (A) each director and officer of each Company and (B) each other employee of or consultant to the Companies whose current annual rate of compensation (including bonuses and commissions) from any license, sublicense, agreement Company is U.S. $70,000 or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third partymore; (ivxxii) any Contract the name of Company each retired employee, officer, or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business director, if any, of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company who is receiving or is entitled to receive any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted payments not covered by any “standstill” Employee Benefit Plan and his or similar obligations; (xii) any trust indentureher age, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company sex and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangementscurrent unfunded pension benefits; and (xviiixxiii) the name of each bank in which any Company has an account or safe deposit box and the names of all Contracts that are otherwise material persons authorized to draw thereon or to have access thereto. Except as set forth in the Disclosure Schedule, to the business best of Seller's actual knowledge after Reasonable Investigation, each of the Company or any Company Subsidiaries. (b) Each Company Contract Contracts is in full force valid, binding, and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its termsterms for the periods (if any) stated therein, except that (i) such enforcement to the extent enforceability may be subject to applicable limited by bankruptcy, insolvency, reorganizationmoratorium, moratorium or other similar laws, now or hereafter in effect, laws affecting creditors’ ' rights generallygenerally and limitations on the availability of equitable remedies; the Company has fulfilled or has taken all actions necessary to enable it to fulfill when due all of its obligations under the Company Contracts, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion there is not, under any of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default underforegoing, any such existing default or event of default or any event which, with or without the giving of notice or the passage of time, would constitute a material default under any of the Company ContractContracts. To the best of Seller's actual knowledge after Reasonable Investigation, there are no laws, regulations, rules or decrees currently in effect or to be in effect which materially adversely affect or might materially adversely affect the Company's rights under any of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company ContractContracts.

Company Contracts. (ai) Company has delivered or made available to Parent trueExcept set forth in Section 3.1(k)(i)(Q) below, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofPart 3.1(k)(i) of the following Disclosure Schedule sets forth a list of Contracts to which the Seller is a party or to which any of its assets or properties are bound (“Seller Contracts, ”) and all of such Contracts which are in existence on the date hereof are listed on Part 2.18 any one or more of the Company Disclosure Lettercategories listed below: (A) all Contracts involving aggregate consideration in excess of $5,000; (B) all Contracts that require the Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contain “take or pay” provisions; (C) all Contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person; (D) all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (E) all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, sales representative, market research, marketing consulting and advertising Contracts; (F) all Contracts with customers; (G) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements); (H) all Contracts relating to Indebtedness (including guarantees); (I) all Contracts with any Governmental Entity; (J) all Contracts not made in the ordinary course of business, including any Contract containing a covenant not to compete or limiting or purporting to limit the method or scope of conduct of the Business or preventing the Seller or the Shareholders from engaging freely in the Business anywhere in the world, in each case only if such Contract either (x) by its terms requiresbinding on the Seller, any Shareholder or is reasonably likely to require, payment to, any of their employees or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contractother service providers; (iiK) all joint venture, partnership or similar Contracts; (L) all Contracts for the sale of any license agreement of the Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Assets; (M) all Contracts between the Seller, on the one hand, and any Shareholder, director, officer, employee or other written service provider of the Seller, or oral agreement any of their family members, or permission pursuant to which Company has granted to any third party of their respective Affiliates, on the other hand; (N) all powers of attorney with respect to the Business or any IP Assets Asset; (O) all collective bargaining agreements or Contracts with any union, works council or labor organization; (P) all Contracts with respect to Intellectual Property, including (1) Contracts with current or former employees, consultants, or contractors regarding the ownership, use, protection or nondisclosure of any Intellectual Property, and (2) any Contract relating to the licensing of Intellectual Property Rights by the Seller from or to a third party (other except licenses for commercially available, unmodified, off-the-shelf software purchased or licensed for less than pursuant to Company's standard customer agreements a total cost of $5,000 in the aggregate entered into by the Seller in the ordinary course of business); (iiiQ) any licenseother than those Contracts which had been posted as of June 21, sublicense2013 to the “Project Sababa” ShareFile Site maintained by Cross Keys Capital, agreement all Contracts that (1) cannot be terminated by the Seller unless it provides advance notice of sixty (60) days or other permission pursuant to which Company uses more, or otherwise possesses (2) cannot be terminated by the IP Assets Seller without incurring a fee, penalty, charge, payment or Intellectual Property Rights of any third partyprepayment obligation; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (vR) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided other contracts that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is are material to the business Assets or the operation of the Company Business and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts previously disclosed pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwisethis Section 3.1(k)(i), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviiiS) all Contracts that are otherwise material any outstanding binding commitment to the business enter into any Contract of the Company or any Company Subsidiariestype described in subsections (A) through (R) of this Section 3.1(k)(i). (bii) Each Company Contract Except as set forth on Part 3.1(k)(ii) of the Disclosure Schedule, (A) the Seller is not in breach of or default under any Seller Contract, (B) to the Knowledge of the Seller, no counterparty is in full force breach of or default under any Seller Contract, and effect (C) all certifications and constitutes a legalrepresentations submitted by or on behalf of the Seller in connection with any Seller Contract were true and correct when given and all notices regarding the updating of such certifications and representations have been given if required. Except as set forth on Part 3.1(f) of the Disclosure Schedule, valid all of the Seller Contracts are binding and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter the laws of general application in effect, effect affecting creditors’ rights generallyand subject to the exercise of judicial discretion in accordance with general equitable principles, and (ii) the remedy of specific performance transactions contemplated by this Agreement and injunctive and the other forms of equitable relief may be subject Transaction Documents will not afford any other party the right to equitable defenses and terminate or make any modifications to the discretion terms of any such Seller Contract. The Seller has made available to the Buyer true and correct copies of all Seller Contracts (together with all amendments, waivers or other changes thereto) set forth or required to be set forth on Part 3.1(k)(i) of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company ContractDisclosure Schedule.

Company Contracts. (aSection 4.16(a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure LetterLetter sets forth, in each case only if such Contract either (x) by its terms requires, with respect to or is reasonably likely to require, payment to, or by, otherwise affecting the Company or the Company Subsidiaries any of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”):its Subsidiaries: (i) any distributorContract relating to the incurrence of indebtedness (including sale and leaseback transactions, supplier, sales, advertising, agency or manufacturer’s representative Contractcapitalized lease transactions and other similar financing transactions) pursuant to which the outstanding indebtedness is in excess of one hundred thousand dollars ($100,000); (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any non-competition Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which Contract or obligation that purports to limit in any respect the officer, director or employee's relationship with Company manner or the Company Subsidiaries is terminable at will and localities in which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company of its Subsidiaries., or following consummation of the transactions contemplated by this Agreement, Parent's businesses, is or would be conducted; (biii) Each Company any Contract is in full force and effect and constitutes a legal, valid and binding agreement of providing for the indemnification by the Company or any of its Subsidiaries of any Person in excess of one hundred thousand dollars ($100,000) individually or three hundred thousand dollars ($300,000) in the aggregate; (iv) any multi-year Insurance Contract involving the payment of one hundred thousand dollars ($100,000) individually or three hundred thousand dollars ($300,000) in the aggregate; (v) any Insurance Contract containing any rate guarantees, rate caps or rate escalators involving the payment of one hundred thousand dollars ($100,000) individually or three hundred thousand dollars ($300,000) in the aggregate; (vi) any reinsurance treaty or facultative reinsurance contract (in each case applicable to insurance in force or for which the Company or any of its Subsidiaries are entitled to any recovery); (vii) any agreement or understanding with, or restriction imposed by, a Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium Governmental Authority or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and Third Party relating to the discretion payment of dividends or maintenance of capital by the court before which any proceeding therefore may be brought. Company or a any of its Subsidiaries; (viii) all leases, subleases, licenses or other Contracts, including all amendments, extensions, renewals, guaranties or other Contracts with respect thereto, pursuant to which the Company Subsidiary, as applicable, have performed all or any of their obligations its Subsidiaries use or hold any material Leased Real Property (except those "Leases"); and (ix) any other Contracts not listed above that have not yet become dueinvolve the payment or receipt by the Company of one hundred thousand dollars ($100,000) under, and is not individually or five hundred thousand dollars ($500,000) in material violation or breach of or default under, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contract.aggregate;

Company Contracts. (ai) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 4.1(n)(i) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, Letter sets forth a list of Contracts in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term effect as of the Contract or date of this Agreement to which any Acquired Company is a party, which are in the categories listed below (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv)collectively, (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i1) any distributoremployment, suppliermanagement, salesseverance, advertisingconsulting or similar agreement with the Chief Executive Officer of the Company, agency with any of the Chief Executive Officer’s direct reports (other than administrative personnel) or manufacturer’s representative Contractwith any other employee whose base annual salary exceeds $200,000; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv2) any Contract of Company or any Company Subsidiaries containing any evidencing Indebtedness material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products Acquired Company, or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or under which any of the Company Subsidiaries that involve the sale or purchase of Acquired Companies have issued any assets of Company or any of the Company Subsidiariesnote, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporationbond, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement security interest or other Contract for the borrowing evidence of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is Indebtedness material to the business Acquired Companies taken as a whole, or has directly or indirectly guaranteed Indebtedness of any Person (other than any Acquired Company) that are material to the Company and Company Subsidiaries, Acquired Companies taken as a whole; (xv) all Company Real Property Leases; (xvi3) any Contract with an officerlicense agreement pursuant to which any Acquired Company (i) has acquired the right to use any material Company Intellectual Property, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under software and other Intellectual Property that (1) is generally commercially available and (2) for which any Acquired Company has paid annual license fees of less than $2,000,000 during the officer12-month period ending on September 30, director 2006, and is not expected to pay annual license fees in excess of $2,000,000 for the fiscal year ending December 31, 2007, or employee's relationship (ii) has granted to any third party, other than any Acquired Company, any material license to use any material Company Intellectual Property owned by any Acquired Company (excluding any such licenses granted in connection with Company or the Company Subsidiaries is terminable at will agency subscriber agreements and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Companycustomer agreements); (xvii4) all other than airline content agreements and Contracts pursuant made in the ordinary course of business with customers and suppliers, any other Contracts not cancelable without penalties on less than 120 days’ notice and under which any Acquired Company would reasonably be expected to which make payments, individually or in the aggregate, in excess of $5,000,000 during any 12-month period; (5) any Contract for capital expenditures, or the purchase or sale of any asset or securities of any Person or the acquisition or construction of assets for the benefit and use of any Acquired Company, requiring payments by any Acquired Company in excess of $2,000,000 for any 12-month period; (6) any Contract containing a covenant not to compete or any exclusivity provision that materially restricts the ability of any of the Acquired Companies to freely conduct any material aspect of their business; (7) any material joint venture agreement, marketing alliance, limited liability company or partnership agreement or similar Contract; (8) any Contract related to a material acquisition or divestiture of any corporation, partnership or other business organization or division thereof or collection of assets constituting all or substantially all of a business or business unit by an Acquired Company, other than inventory, since November 1, 2003 or prior to such date to the extent an Acquired Company Subsidiaries has any continuing obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangementsto the counterparty to such transaction; and (xviii9) all Contracts any Contract not made in the ordinary course of business which would be required to be filed as an exhibit to the Company’s Form 10-K pursuant to Item 601(b)(10)(i) of Regulation S-K (not taking into account clause (ii) of Item 601(b)(10) (1)) providing for payment upon a change of control of any of the Acquired Companies or (2) containing a “most favored nations” or similar non-discrimination clause; (10) any Contract not made in the ordinary course of business that are otherwise is material to the business Acquired Companies which would prohibit or delay consummation of the Merger or any of the transactions contemplated by this Agreement; or (11) any outstanding written or otherwise binding commitment to enter into any agreement of the type described in subsections (1) through (9) of this Section 4.1(n)(i). (ii) Except as set forth in Section 4.1(n)(ii) of the Company or any Disclosure Letter, (i) each Company Subsidiaries. Contract (bA) Each constitutes a valid and binding obligation of the Acquired Company party thereto and (B) assuming such Company Contract is in full force binding and effect and constitutes a legalenforceable against the other parties thereto, valid and binding agreement of is enforceable against the Acquired Company or a Company Subsidiary, as applicable, enforceable in accordance with its termsparty thereto, except that (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, Laws now or hereafter in effect, effect relating to or affecting creditors’ the rights generally, and remedies of creditors and general principles of equity (iiwhether considered in an Action at law or in equity) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the any court before which any proceeding therefore Action therefor may be brought. , (ii) no Acquired Company or a Company Subsidiaryis or, as applicableto the Knowledge of the Company, have performed all of their obligations (except those that have not yet become due) under, and is not alleged to be in material violation or breach of or default under, in any such material respect under any Company Contract. To Contract and (iii) to the knowledge Knowledge of the Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not no counterparty is in material violation or breach of or default under, in any such material respect under any Company Contract.

Company Contracts. Within 28 days after the date of this Agreement, Company shall furnish to Merger Partner access to and copies of listings of contracts, agreements, leases, commitments, arrangements or other instruments hereinafter described in this Section 6.21 to which the Company or any Company Subsidiary is a party or by or to which it or any of its assets or properties are bound except for (i) agreements, commitments, arrangements, leases or other instruments disclosed in the Company Annual Report on Form 10-K for the year ended December 31, 1995, (ii) the Distribution Agreement (and the other agreements contemplated thereby), and (iii) insurance, reinsurance and agency contracts entered into or to be entered into in the normal course of business: (a) Company has delivered contracts and other agreements with any current or made available to Parent trueformer officer, correct and complete copies (and all exhibits and schedules thereto and all amendmentsdirector, modifications and supplements thereof) of the following Contractsemployee, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract; (ii) any license agreement consultant or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights representative (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iiian insurance agent or broker) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Subsidiary pursuant to which Company or any Company Subsidiaries outside Subsidiary has ongoing obligations calling for payments in any one year of the ordinary course of business;more than $250,000 in any one case, other than such contracts and other agreements that are terminable at will by Company or such Company Subsidiary, (vb) all Contracts with any customer of the business of the Company contracts and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract agreements for the purchase or sale of materials, supplies, equipment, equipment or services or to make capital expenditures by Company or (whether through the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company real or any of the Company Subsidiariespersonal property or otherwise), other than in the ordinary course of business;business (including agreements for ordinary maintenance of equipment), calling for a purchase price or payments in any one year of more than $2.5 million, (xc) contracts and other agreements for the sale of any Contract pursuant of its assets or properties or for the grant to which Company has any material ownership Person of any preferential rights to purchase or participation interest use any of its assets or properties in any corporationeach case involving assets or properties with a book value in excess of $2.5 million, partnership, other than those entered into in the ordinary course of business, (d) joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to partnership and marketing agreements which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is are material to the business any of the Company and Company Subsidiaries, Business Units taken as a whole;, (xve) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any contracts and other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part agreements containing covenants of Company or any Company Subsidiary extending beyond termination not to compete with any Person which are material to Company and the Company Subsidiaries as a whole or which following the Effective Time will be material to Merger Partner and the Merger Partner Subsidiaries taken as a whole, (f) contracts and other agreements relating to the making of employment any loan in excess of $1 million in any one case, other than Investment Assets and Company Employee Plan loans made in the ordinary course of business and other than intercompany loans between or among Company and/or the Company Subsidiaries, 51 (g) contracts or other relationship with Company);agreements for or relating to computer equipment or computer services calling for a purchase price or payment in any one case during any one year of more than $1 million, (xviih) all Contracts pursuant contracts or other agreements relating to which Company any derivative instruments or securities or any Company Subsidiaries has any obligations or liabilities (whether absolute"off-balance sheet" financing transaction, accruedother than those entered into in the ordinary course of business for bona fide hedging purposes, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviiii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge Knowledge of Company, any other contract or other agreement whether or not made in the other parties to each Company Contract have performed all ordinary course of their obligations (except those that have not yet become due) under, and are not business calling for payments in material violation or breach any one year of or default under, more than $2.5 million in any such Company Contractone case.

Company Contracts. (a) The Company has heretofore delivered or made available to Parent Buyer true, correct and complete copies (and all exhibits and schedules thereto of each of the following and all amendments, modifications and supplements thereof) of the following Contractsthereto, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of its Subsidiaries is a party and which are in effect (or contain provisions that remain in effect) as of the Company Subsidiaries date hereof or will come into effect (or give rise to actual or contingent obligations that involve will or may come into effect) after the sale date hereof: (i) employment, severance, product design or purchase of development, personal services, consulting, non-competition or indemnification contracts other than employment agreements and offer letters terminable in each case at will (or on not more than 30 days' notice) and without consideration, including any assets of contract to which the Company or any of its Subsidiaries is a party involving employees of the Company; (ii) distribution agreements, franchise agreements, original equipment manufacturer agreements, end user licenses granted by the Company, volume purchase agreements, software licenses granted by the Company, material software licenses granted to the Company, reseller agreements, service agreements, research and development agreements, joint sales agreements, territory arrangements, franchise, product development, commission or agency agreements with non-employees, sales representative agreements with non-employees, conditional sales contracts, and other agreements with non-employees involving the payment of commissions or other consideration or providing for discounts with respect to the provision of services by the Company Subsidiariesor its Subsidiaries or the manufacture, other than in licensing, rental, sale or distribution of the ordinary course of business; Company's products; (xiii) any Contract pursuant to which Company has any material ownership or participation interest in any corporationjoint development agreements with non-employees, partnershipcooperative development agreements, technical development agreements, joint venturemarketing agreements, strategic alliance cooperative marketing agreements, interoperability agreements and agreements with subcontractors related to the development, maintenance or other business enterprise other than quality assurance testing of the Company’s Subsidiaries; 's products; (xiiv) all Contracts agreements, including employee and severance agreements, that either have change of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” control or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement provisions or other Contract for otherwise have benefits or payment provisions that would be triggered by the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction consummation of the type required transactions contemplated hereby; (v) contracts granting a right of first refusal or first negotiation with regard to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor sale of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business assets of the Company or any of its Subsidiaries; (vi) subscription, shareholder, voting, release, indemnification, partnership or joint venture agreements; (vii) agreements for the acquisition, sale or lease (including leases in connection with financing transactions) of material properties or assets of the Company (by merger, purchase or sale of assets or stock or otherwise) entered into since January 1, 1998 or, if prior to that date, having representations, warranties or indemnities that remain in effect or as to which claims are pending or pursuant to which the Company retains any payment obligations (including contingent payment obligations); (viii) contracts or agreements with any Governmental Entity; (ix) loan or credit agreements, mortgages, indentures or other agreements or instruments evidencing material indebtedness for borrowed money by the Company or any of its Subsidiaries or any such agreement pursuant to which material indebtedness for borrowed money may be incurred; (x) agreements that purport to limit, curtail or restrict the ability of the Company or any of its Subsidiaries to compete in any geographic area or line of business; (xi) agreements or arrangements, including but not limited to hedges, options, swaps, caps and collars, designed to protect the Coxxxxx or any of its Subsidiaries against fluctuations in interest rates, currency exchange rates or the prices of certain commodities and raw materials; (xii) contracts or agreements with any Affiliates or Associates of the Company and its Subsidiaries or the Buyer and its Subsidiaries, except for any agreements between any Seller and Buyer; (xiii) agreements with respect to the settlement of any suits, claims, actions, proceedings or investigations against the Company or any of its Subsidiaries or any of their respective properties or assets; (xiv) agreements granting a security interest in respect of any assets of the Company to any third party; and (xv) commitments and agreements to enter into any of the foregoing (collectively, the "COMPANY CONTRACTS"). Section 2.18 of the Sellers' Disclosure Schedule sets forth a list of all Company Contracts. (b) Each of the Company Contract is in full force and effect and Contracts constitutes a legal, the valid and legally binding agreement obligation of the Company or a Company Subsidiary, as applicableone or more of its Subsidiaries, enforceable in accordance with its terms, terms (except that (i) such enforcement as enforceability may be subject to limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or other similar laws, now or hereafter in effect, affecting creditors’ ' rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) underby general equity principles), and is not in material violation full force and effect. There is no default under any Company Contract so listed either by the Company or, to the Company's knowledge, by any other party thereto, and no event has occurred that with the lapse of time or breach the giving of notice or both would constitute a default thereunder by the Company or, to the Company's knowledge, any other party. (c) No party to any Company Contract has given notice to the Company of or default under, made a claim against the Company with respect to any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contractthereunder.

Company Contracts. (ai) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 3.1(n)(i) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, Letter sets forth a list of Contracts in each case only if such Contract either (x) by its terms requires, or is reasonably likely effect as of the date of this Agreement to require, payment to, or by, which the Company or its Subsidiaries is a party, which are in the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or categories listed below (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv)collectively, (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i1) any distributoremployment, supplierconsulting or similar agreement, salesother than at-will employment arrangements, advertisingrequiring payment by the Company or its Subsidiaries of base annual salary in excess of $75,000. (2) any Contract evidencing Indebtedness or under which the Company or any of its Subsidiaries have issued any note, agency bond, indenture, mortgage, security interest or manufacturer’s representative Contractother evidence of Indebtedness, or has directly or indirectly guaranteed Indebtedness of any Person (other than the Company or its Subsidiaries); (ii3) any material license agreement or other written or oral agreement or permission pursuant to which the Company or its Subsidiaries, (i) has acquired the right to use any Company Intellectual Property, other than click-wrap or shrink-wrap licenses of standard commercial computer software applications, or (ii) has granted to any third party any license to use any Company Intellectual Property owned by the Company or its Subsidiaries; (4) any Contract under which the Company or any of its Subsidiaries currently provides services to a Significant Customer; (5) any Contract for the Company to purchase goods or services under which the Company is required or reasonably expected to make payments in excess of $100,000 for the fiscal year ending December 31, 2007; except for Contracts that are terminable by the Company upon not more than thirty (30) days notice without penalty, and except for Contracts with any Affiliate of the Company to provide intercompany services to the Company; (6) any agreement for capital expenditures or the acquisition or construction of fixed assets for the benefit and use of the Company or its Subsidiaries, requiring payments by the Company or its Subsidiaries for the fiscal year ended December 31, 2006, or expected to require payments for the fiscal year ending December 31, 2007 or any fiscal year thereafter, for each such year in excess of $75,000; (7) any Contract containing a covenant not to compete that materially impairs the ability of the Company or any of its Subsidiaries to freely conduct their business as such business is conducted on the date hereof in any geographic area or any material line of business; (8) any collective bargaining agreement or other agreement with any labor union, employee representative or group of employees; (9) any agreement or lease requiring annual payments in excess of $75,000 under which the Company or any Subsidiary leases any real or personal property, either as lessor or lessee; (10) any Contract with a Significant Customer providing for discounts, rebates or monetary payments based upon inadequate service levels or volume purchases (other than the Company’s general customer satisfaction guarantees); (11) any agreement providing for indemnification by the Company or any Subsidiary with respect to any IP Assets or Intellectual Property Rights infringements of proprietary rights (other than pursuant to Company's standard customer indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii12) all Contracts that are otherwise material any outstanding written commitment to enter into any agreement of the business type described in subsections (1) through (11) of this Section 3.1(n)(i). (ii) Except as set forth in Section 3.1(n)(ii) of the Company Disclosure Letter, (1) each Company Contract (A) constitutes a valid and binding obligation of the Company or any Company Subsidiaries. the Subsidiary party thereto and (bB) Each assuming such Company Contract is in full force binding and effect and constitutes a legal, valid and binding agreement of enforceable against the other parties thereto is enforceable against the Company or a Company Subsidiary, as applicable, enforceable in accordance with its termsthe Subsidiary party thereto, except that (i) such enforcement may be subject to applicable limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, Laws now or hereafter in effect, effect relating to or affecting creditors’ the rights generally, and remedies of creditors and general principles of equity (iiwhether considered in a proceeding at law or in equity) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore therefor may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and (2) neither the Company nor any of its Subsidiaries is not in material violation or breach of or default under, under any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contract.

Company Contracts. (a) Company has delivered or made available to Parent true, correct Schedule 3.12(a) sets forth a true and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) list of each of the following ContractsContracts to which the Companies or any Company Subsidiary is currently a party or by which the Companies or any Company Subsidiary or any of their assets or businesses are currently bound (and any amendments, supplements and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”modifications thereto): (i) any distributorContract with a top fifty (50) Broker measured in terms of revenue recognized by the Companies and Company Subsidiaries, supplierin the aggregate, sales, advertising, agency or manufacturer’s representative Contractfor the twelve (12) month period ending on the Balance Sheet Date; (ii) Binding Authorities and the top fifty (50) Carrier Contracts measured by 2019 revenue; (iii) Finance Contracts; (iv) any license stock option, restricted unit, phantom stock, stock appreciation right or other equity or equity-based compensation award, plan or arrangement; (v) any employment, severance, change in control, retention or similar Contract with employees earning greater than $250,000 per year; (vi) any collective bargaining agreement or other written Contract with any labor organization, union or oral agreement association; (vii) any Contract or permission pursuant covenant not to compete or other Contract restricting the development, marketing or distribution of the products and services of the Companies or any Company Subsidiary, or Contract which Company has granted to provides for “most favored nation”, exclusivity or other such terms, or any third party Contract that contains any restrictions or requirements with respect to purchase or sale volumes; (viii) any IP Assets Contract with (A) any Seller or Intellectual any current or former Related Person of any Seller or (B) any current or former officer, director or employee of the Companies, a Company Subsidiary, any Seller or any current or former Related Person of any Seller; (ix) any lease, sublease or similar Contract with any Person under which the Companies or a Company Subsidiary is a lessor or sublessor of, or makes available for use to any Person, (A) any Leased Property Rights or (B) any portion of any premises otherwise occupied by the Companies or a Company Subsidiary; (x) any lease, sublease or similar Contract with any Person under which (A) the Companies or a Company Subsidiary is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person or (B) the Companies or a Company Subsidiary is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by the Companies or a Company Subsidiary, in any such case that has an aggregate future liability or receivable, as the case may be, in excess of $250,000 (unless terminable by the Companies or a Company Subsidiary without payment or penalty upon no more than pursuant to Company's standard customer agreements in the ordinary course of businesssixty (60) days’ notice); (iiixi) any (A) continuing Contract for the future purchase of materials, supplies or equipment, (B) management, service, consulting or other similar Contract or (C) advertising Contract, in any such case that has an aggregate future liability to any Person in excess of $250,000 (unless terminable by the Companies or a Company Subsidiary without payment or penalty upon no more than sixty (60) days’ notice); (xii) any license, sublicense, agreement option or other permission agreement relating in whole or in part to the Company Intellectual Property or any other Intellectual Property or Technology (including any material license or other agreement under which any Company or a Company Subsidiary is licensee or licensor of any Intellectual Property or Technology or pursuant to which Company uses or otherwise possesses the IP Assets or any Intellectual Property Rights or Technology was or will be developed), other than (A) Contracts granting non-exclusive rights to customers of any third party; (iv) any Contract of Company the Companies or any Company Subsidiaries containing any material support or maintenance obligation on Subsidiary entered into in the part Ordinary Course of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed Business pursuant to a standard form of agreementcustomer Contract that has been made available to Purchaser without material deviation, or (B) agreements related to Software licensed or otherwise provided on a copy of such form agreement and nonexclusive basis to the Companies or a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving Subsidiary in the case Ordinary Course of any such Contract more Business with annual license or service fees of less than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles250,000; (xiii) any Contract limiting under which the freedom Companies or a Company Subsidiary has borrowed any money from, or issued any note, bond, debenture or other evidence of Indebtedness to, any Person (other than the Companies or a Company Subsidiary) or any other note, bond, debenture or other evidence of Indebtedness of the Companies or a Company Subsidiary (other than in favor of the Companies or a Company Subsidiary); (xiv) any Contract (including any so called take-or-pay or keepwell agreements) under which (A) any Person including the Companies or a Company Subsidiary, has directly or indirectly guaranteed Indebtedness, liabilities or obligations of the Companies or a Company Subsidiary or (B) the Companies or a Company Subsidiary has directly or indirectly guaranteed Indebtedness, liabilities or obligations of any Person, including the Companies or another Company Subsidiary (in each case other than endorsements for the purpose of collection in the Ordinary Course of Business); (xv) any Contract under which the Companies or a Company Subsidiary has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Companies or a Company Subsidiary); (xvi) any Contract granting a Lien upon any Leased Property or any other asset; (xvii) any Contract (A) providing for indemnification of any Person with respect to engage in liabilities relating to any line current or former business of the Companies, a Company Subsidiary or any predecessor Person outside the Ordinary Course of Business, (B) pursuant to which the Companies or any Company Subsidiary is or may be required to make any “earn out”, deferred compensation or similar payments or (C) relating to any completed material business acquisition by the Companies or its Subsidiaries since January 1, 2015 or pursuant to compete which the Companies or the Company Subsidiaries is subject to continuing obligations; (xviii) any Contract (including a purchase order), involving payment by the Companies or a Company Subsidiary of more than $250,000 or extending for a term more than one hundred eighty (180) days from the date hereof (unless terminable by the Companies or Company Subsidiary without payment or penalty upon no more than sixty (60) days’ notice); (xix) any Contract (including a sales order) involving the obligation of the Companies or a Company Subsidiary to deliver products or services for payment of more than $250,000; (xx) any Contract for the sale of any material asset of the Companies or a Company Subsidiary or the grant of any preferential rights to purchase any such asset or requiring the Consent of any party to the transfer thereof; (xxi) any license or Permit by or from any Governmental Entity; (xxii) any Contract for any joint venture, partnership or similar arrangement, or any Contract involving a sharing of profits, losses, costs, or liabilities by the Companies or any Company Subsidiary with any other Person; (xivxxiii) any Contract pursuant to which Company is a lessor of any machinerytemporary worker, equipment, motor vehicles, office furniture, fixtures employee leasing or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a wholestaffing agency Contract; (xvxxiv) all Company any Real Property Leases;Lease or other material Contract relating to any real property; or (xvixxv) any other Contract with that has an officer, director employee, Affiliate aggregate future liability to any Person in excess of $250,000 (unless terminable by the Companies or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any a Company Subsidiary extending beyond termination of employment without payment or other relationship with Companypenalty upon no more than sixty (60) days’ notice); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each All Contracts set forth or required to be set forth in Schedule 3.12(a) (the “Company Contract is Contracts”) are valid, binding and in full force and effect and constitutes a legal, valid and binding agreement of are enforceable by the applicable Company or Company Subsidiary in accordance with their terms. The applicable Company or Company Subsidiary has performed all material obligations required to be performed by it under the Company Contracts, and it is not (with or without notice or lapse of time, or both) in breach or default in any material respect thereunder and, to the Knowledge of Sellers and the Companies, no other party to any Company Contract is (with or without notice or lapse of time, or both) in breach or default in any material respect thereunder. None of Sellers, the Companies and the Company Subsidiaries has received written notice of any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any Company Contract. To the Knowledge of Sellers and the Companies, no circumstances exist that (with or without notice or lapse of time, or both) would contravene, conflict with, or result in a violation or breach of, or give the Companies or any Company Subsidiary or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Company Contract. None of Sellers, the Companies and the Company Subsidiaries has received any written notice, or to the Knowledge of Sellers and the Companies, any other communication, of the intention of any party to materially modify, terminate, or not renew (which includes proposing to renew on terms less favorable to the Companies or Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To True and complete copies of all Company Contracts, together with all amendments, supplements and modifications thereto, have been made available to Purchaser before the knowledge date hereof. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Companies or any Company Subsidiary under current or completed Company Contracts with any Person and no such Person has made demand for such renegotiation. (c) Other than as set forth on Schedule 3.12(c), all Producer Contracts currently in force have been entered into pursuant to a standard form of CompanyContract, the other parties without material deviation, that has been made available to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company ContractPurchaser.

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) of the following Contracts, and all of such Other than Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements expire in the ordinary course of business); business (iiiand not because of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby) prior to the Closing without any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses Liability on the IP Assets or Intellectual Property Rights part of any third party; (iv) any Contract of the Company or any Company Subsidiaries containing any material support or maintenance obligation on Subsidiary, (i) Schedule 4.11(a)(i) sets forth as of the part of date hereof, a true and complete list, to the extent the Company or any Company Subsidiaries outside of the ordinary course of business;Subsidiary is a party, of (vA) all Contracts with any customer of pursuant to which the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating Subsidiary is obligated to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract pay more than fifty thousand dollars (or entitled to receive more than $50,000) 500,000 over the life of the Contract; (ixB) any interconnection agreements or applications for interconnection or transmission of or from any Project; (C) all material Contracts related to the Projects that provide the Company or any Company Subsidiary with any rights in, or the right to acquire any rights in, Real Property, including rights in the nature of licenses, fee or other Real Property leases, easements, rights-of-way (including rights-of-way granted from the BLM, if any), restrictive covenants, options to purchase or lease any interests in real property or other material interests in real property; (D) any Contract pursuant to which the Company or any Company Subsidiary leases or subleases Real Property as a lessor or sublessor; (E) any loan agreement, indenture, promissory note, conditional sales agreement, mortgage, security agreement, pledge, letter of credit arrangement, guarantee, foreign exchange contract, commodity contract, interest rate or other derivative contract, and in any event, including each material instrument, contract or agreement evidencing Indebtedness; (F) any assumption, surety, guarantee, support, or other similar type contract or agreement guaranteeing or supporting the obligations of another Person; (G) any federal or material state or local Government Contract; (H) each Contract that involves or relates to the creation, existence, control, management, preservation, or sale of Environmental Attributes by the Company or any of the Company Subsidiaries that involve Subsidiaries; and (ii) Schedule 4.11(a)(ii) sets forth as of the sale date hereof, a true and complete list, to the extent the Company or purchase any Company Subsidiary is a party, of any exclusive license or other Contract providing exclusive rights to, or based upon, any Company IP; (iii) Schedule 4.11(a)(iii) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of any Contract not resulting from arm's length negotiations; (iv) Schedule 4.11(a)(iv) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of any teaming or similar agreement in connection with the development of any Project; (v) Schedule 4.11(a)(v) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of any exclusivity agreements with any EPC contractor, solar panel manufacturer or other supplier, utility, contractor, or other third party; (vi) Schedule 4.11(a)(vi) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of any arrangement or other agreement which involves a sharing of profits or any joint venture, partnership or similar contract or arrangement; (vii) Schedule 4.11(a)(vii) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of any Contract (A) prohibiting competition by the Company or any Company Subsidiaries, or (B) prohibiting the Company or any Company Subsidiaries or their employees (in such capacity as employees of the Company or a Company Subsidiary) from freely engaging in any business anywhere in the world; (viii) Schedule 4.11(a)(viii) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of any Contract pursuant to which the Company or any Company Subsidiary has acquired or disposed of or has agreed to acquire or dispose of any securities or any business or product line or the like; (ix) Schedule 4.11(a)(ix) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of any Contract or commitment providing for the payment of cash or other benefits upon the sale, merger or other change of control of the Company or any Company Subsidiary or a substantial portion of the respective assets of any of them; (x) Schedule 4.11(a)(x) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of any Contract pursuant to which the Company or any Company Subsidiary has entered into or has agreed to enter into any hedging or similar transactions; (xi) Schedule 4.11(a)(xi) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of any letters of credit, performance bonds and payment bonds, in each case for which the Company or any Company Subsidiary is the account party; and (xii) Schedule 4.11(a)(xii) sets forth as of the date hereof, a true and complete list, to the extent the Company or any Company Subsidiary is a party, of each Contract relating to the indemnification of an officer or a director of the Company or a Company Subsidiary (collectively, with any agreements required to be or otherwise disclosed on or otherwise pursuant to this Section 4.11(a) or Sections 4.17, 4.19, 4.23, or 4.24 or the Disclosure Schedules related thereto and any Contracts that satisfy the requirements and thresholds set forth this Section 4.11(a) entered into during the Interim Period by the Company or a Company Subsidiary, or are otherwise required to be consented to by the Purchaser under Section 6.02, the “Company Contracts”). (xiii) Schedule 4.11(a)(xiii) sets forth with respect to the Development Projects (other than the Project owned by FRV Zeta Solar, LLC and the Project owned by FRV Centauri Solar, L.P.) each Contract that survives the Closing Date by which the Company or any Company Subsidiary, or any of their respective assets may be bound, as a result of action taken by Seller or its Affiliates or, to the Seller's Actual Knowledge, by virtue of any such Contract running with the land (including without limitation easements, other than easements that are not reasonably expected to materially adversely effect the development, construction or operation of the applicable Development Project). (b) Seller or the Company has provided Purchaser with or Made Available, true and complete copies of all Company Contracts. (c) Each Company Contract (other than any Company Contract that will terminate or expire by its terms prior to the Closing in the ordinary course of business and not because of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby) constitutes a legal, valid and binding obligation of the Company or Company Subsidiary party thereto and, to the Knowledge of Seller, of the other parties thereto, except as limited by the Enforceability Exceptions and in each case where the failure to constitute a legal, valid and binding obligation would not materially affect the ability of the Company or any Company Subsidiary to carry on its or their business in the ordinary course (or for Purchaser to carry on such business from and after the Closing Date) or that would materially affect in any way the development of any Project. Neither the Company nor any Company Subsidiary nor, to the Knowledge of Seller, any other party to any of the Company Contracts, is in default under or in violation of such Company Contract. There are no material disputes pending with regard to any Company Contract. Except as set forth on Schedule 4.11(c), no event has occurred which, with the passage of time or the giving of notice, or both, is reasonably likely to constitute, and neither the execution of this Agreement nor the Closing hereunder do or are reasonably likely to constitute or result in, a material default under or a violation of any Company Contract by the Company, any of the Company Subsidiaries or, to the Knowledge of Seller, any other party to such Company Contract, or would cause the modification, termination, cancellation or acceleration of any obligation of any party thereto or the creation of a Lien upon any property or any of the equity interests of the Company or any of the Company Subsidiaries, other than in the ordinary course of business;or, would require any consent thereunder. 4.12. Taxes. (xa) any Contract pursuant to which Company has any material ownership or participation interest Except as set forth in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries;Schedule 4.12: (xii) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type All Tax Returns required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of filed by the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will have been timely filed (taking into account any extension of time within which to file) and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise such Tax Returns are complete and accurate in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business respects. None of the Company or any Company SubsidiariesSubsidiary is the beneficiary of any extension of time within which to file any Tax Return. (bii) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of All Taxes for which the Company or a any Company Subsidiary is liable (whether or not reflected on any Tax Return) have been fully and timely paid (other than Taxes not yet due and payable). The Company and Company Subsidiaries have properly withheld and timely paid over to the appropriate Tax Authority all Taxes which they are required to withhold from amounts paid or owing to any employee, independent contractor, creditor or other third party. (iii) There are no Liens for Taxes (other than for current Taxes not yet due and payable) on any of the Company's or any Company Subsidiary's assets or properties. (iv) No deficiencies for any Taxes have been proposed, as applicableasserted or assessed in writing against the Company or any Company Subsidiary that are still pending. (v) There are no outstanding agreements, enforceable in accordance waivers, arrangements or requests for such agreements, waivers or arrangements extending the statutory period of limitations applicable to any claim for, or period of collection or assessment of, Taxes of or with its terms, except respect to the Company or any Company Subsidiary. (vi) No written notice has been received by the Company or any Company Subsidiary that (iA) any Tax Return of the Company or any Company Subsidiary is under current examination by the United States Internal Revenue Service or by any state, local or foreign Tax Authority or (B) any such enforcement examination is threatened. (vii) None of the Company or any Company Subsidiary has entered into any “listed transaction,” as defined in Treasury Regulation Section 1.6011-4(b)(2). (viii) Other than Company Subsidiaries listed on Schedule 4.12(a)(viii), each Company Subsidiary is and has been since its inception properly treated as a disregarded entity for U.S. federal income tax purposes. (ix) During the period that Seller has held the Shares, no written claim has ever been made by a Taxing authority in a jurisdiction where the Company or any Company Subsidiary does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. (x) The Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable bankruptcyperiod specified in Section 897 of the Code. (xi) The Company or any Company Subsidiary will not be required to include any item of income in, insolvencyor exclude any item of deduction from, reorganization, moratorium Taxable income for any Taxable period (or other similar laws, now portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a Taxable period ending on or hereafter in effect, affecting creditors’ rights generally, and prior to the Closing Date; (ii) “closing agreement” as described in Section 7121 of the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and Code executed on or prior to the discretion Closing Date; (iii) installment sale or open transaction disposition made on or prior to the Closing Date; (iv) intercompany transaction or excess loss account described in Treasury Regulation under Section 1502 (or any corresponding or similar provision of state, local or foreign Law); (v) prepaid amount or advance payment received on or prior to the Closing Date; or (vi) the application of Section 362(e) (or any corresponding or similar provision of federal, state, local, or foreign Law). (xii) None of the court before which any proceeding therefore may be brought. Company or any Company Subsidiary is a party to or a partner in any joint venture, partnership or other arrangement or contract that could be treated as a partnership for federal Income Tax purposes. (xiii) None of the Company or any Company Subsidiary is a party to any agreement, contract, arrangement or plan that has resulted in or could reasonably result in, a payment that would not be fully deductible as a result of Section 280G of the Code (or any similar provision of non-U.S., state, or local Law) in connection with the transactions contemplated by this Agreement. (xiv) The Company and any Company Subsidiary are in compliance with all applicable transfer pricing laws and regulations (including Section 482 of the Code and its corresponding Treasury Regulations), including the maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Company. (xv) None of the Company or any Company Subsidiary is a party to or bound by any Tax sharing or Tax allocation agreement or arrangement. None of the Company or any Company Subsidiary is a party to or bound by any Tax indemnity other than Tax indemnity provisions entered into in the ordinary course in connection with purchase or sale agreements, credit agreements, tax equity agreements, power purchase agreements, site leases, easements, licenses, EPC agreements, O&M agreements or other commercial agreements entered into in the ordinary course, and neither the Company nor any Company Subsidiary has any liability for the Taxes of any person other than the Company or any Company Subsidiary as a transferee or successor. (xvi) Within the last ten years, the Company has not acquired the assets of any corporation in a transaction described in Section 381(a) of the Code. (xvii) The Company has not constituted either a “distributing corporation” or a controlled corporation” in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code (A) in the two years prior to the date of this Agreement or (B) in a distribution which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement. (xviii) Except as set forth on Schedule 4.12(a)(xviii), none of the Company or any Company Subsidiary has submitted an application for a Cash Grant with the United States Department of the Treasury or other Governmental Authority (xix) Except as set forth on Schedule 4.12(a)(xix), none of the Company or any Company Subsidiary is obligated under any Contract to submit an application for a Cash Grant with the United States Department of the Treasury or other Governmental Authority. (xx) Neither the Company nor any Company Subsidiary has any liabilities for Taxes of a Person (other than the Company or any Company Subsidiary) under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or non-U.S. law) as applicablea transferee or successor, by contract, or otherwise. (xxi) The Company and Company Subsidiaries have performed provided to Purchaser true, correct and complete copies of all of their obligations (except those that have not yet become due) under, Tax returns and is not in material violation Tax workpapers related to any deferred intercompany gain or breach of loss or default under, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company Contractexcess loss account.

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 3.17(a) of the following Contracts, and all of such A&P Disclosure Schedule identifies Contracts in existence on effect as of the date hereof are listed on Part 2.18 of this Agreement to which any of the Company Disclosure Letteror its Subsidiaries is a party or by which any of them is otherwise expressly bound, which are in each case only if such Contract either the categories listed below (x) by its terms requirescollectively, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”"COMPANY CONTRACTS"): (i) any distributor, supplier, sales, advertising, agency partnership or manufacturer’s representative joint venture Contract; (ii) any license agreement employment, consulting or other written similar Contract requiring payment by the Company or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements of its Subsidiaries of base annual compensation in the ordinary course excess of business)$100,000; (iii) any license, sublicense, agreement Contract containing a covenant not to compete that impairs in any material respect the ability of the Company or other permission pursuant its Subsidiaries to which Company uses freely conduct the Business in any geographic area or otherwise possesses the IP Assets or Intellectual Property Rights in any line of any third partybusiness; (iv) any Contract evidencing Indebtedness in excess of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business$750,000; (v) all Contracts with any customer Contract pursuant to which any of the business Company, its Subsidiaries or the A&P Parties, on behalf of the Company or its Subsidiaries, (A) has acquired the right to use any material Company Intellectual Property, other than software and the other Intellectual Property that is generally commercially available and was purchased for less than $50,000, or (B) has granted to any third party any material license to use any material Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient)Intellectual Property; (vi) all Contracts any Contract providing for capital expenditures or the acquisition or construction of fixed assets for the benefit and use of any of the Company or its Subsidiaries, (A) which requires payments by any Company Subsidiaries relating to indebtedness of the Company or its Subsidiaries in excess of $750,000 in any year or (B) which is not in respect of capital expenditures or the acquisition or construction of fixed assets contemplated by the capital expenditures budget of the Company Subsidiariesset forth in Section 3.17(a)(vi) of the A&P Disclosure Schedule; (vii) any agreement pursuant to which any other party is granted exclusive marketing Contract for the sale or other exclusive rights transfer of any type Owned Real Property or scope other material tangible assets having a fair market value in excess of $750,000 that has not yet been consummated and was not entered into in the ordinary course of business consistent with respect to any of products or services of Company or any Company Subsidiariespast practice; (viii) any continuing Contract for franchise agreement or lease with franchisees of any of the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contractits Subsidiaries; (ix) all Contracts of Company any distribution, supply, vendor, inventory purchase, sales agency or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, advertising Contract (other than any purchase orders entered into in the ordinary course of businessbusiness consistent with past practice) involving annual expenditures by any of the Company or its Subsidiaries in excess of $750,000 which is not cancelable (without material penalty, cost or other liability) within one (1) year; (x) any Contract pursuant other Contract, not otherwise covered by clauses (i) through (ix) of this Section 3.17(a), that requires payments by or to which any of the Company or its Subsidiaries in excess of $750,000 during any one (1) year and has any material ownership or participation interest not been entered into in any corporation, partnership, joint venture, strategic alliance or other the ordinary course of business enterprise other than Company’s Subsidiaries;consistent with past practice; and (xi) all Contracts any written commitment (including any letter of Company whereby Company intent or memorandum of understanding) to enter into any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized described in accordance with generally accepted accounting principles; clauses (xiiii) any Contract limiting the freedom through (x) of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Companythis Section 3.17(a); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Except as set forth in Section 3.17(b) of the A&P Disclosure Schedule, (i) each Company Contract (A) constitutes a valid and binding obligation of the Company or the Subsidiary of the Company party thereto, (B) assuming such Company Contract is in full force and effect and constitutes a legal, valid and binding agreement obligation of Company or a Company Subsidiary, as applicable, and enforceable against the other parties thereto in accordance with its terms, is enforceable against the Company or Subsidiary of the Company party thereto, except that (i) such enforcement may be subject to applicable as limited by bankruptcy, insolvency, reorganization, moratorium or other similar lawsLaws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity), now or hereafter and (C) to the Knowledge of A&P, is in effect, affecting creditors’ rights generally, full force and effect and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion none of the court before which any proceeding therefore may be brought. Company or its Subsidiaries is in breach or default under any Company Contract, except, in each case, where such failure to be so valid, binding and enforceable or in full force and effect, or where such breach or default, would not have a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge of Company, the other parties to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation or breach of or default under, any such Company ContractMaterial Adverse Effect.

Company Contracts. (a) Other than Contracts that are reasonably expected to expire prior to the Closing without any Liability on the part of the Company or any Company Subsidiary, Schedule 4.11(a) sets forth as of the date hereof a true and complete list of (i) all Contracts to which the Company or any Company Subsidiary is a party or by which it or its assets may be bound pursuant to which the Company or any Company Subsidiary is obligated to pay or entitled to receive more than $100,000 over the life of the Contract, (ii) any interconnection or transmission-related agreements or applications for interconnection or transmission of or from any Project, (iii) any exclusive license or other Contract providing exclusive rights to, or based upon, any Company IP, (iv) any Contract not resulting from arm’s length negotiations; (v) all contracts related to the Projects that provide the Company or any Company Subsidiaries with any rights in real property, including rights in the nature of fee leases, easements, rights-of-way (including rights-of-way granted from the BLM, if any), restrictive covenants, options to purchase or lease any interests in real property or other material interests in real property (collectively, the “Real Property Agreements”); (vi) any teaming or similar agreement in connection with the development of any Project; and (vii) any exclusivity agreements with any EPC contractor, solar panel manufacturer or other supplier, utility, contractor, or other third party (together with any Contract entered into after the date hereof that would be a Company Contract if in existence on the date hereof, the “Company Contracts”). (b) The Company has delivered provided Parent with, or made available to Parent trueaccess to, correct true and complete copies (and of all exhibits and schedules thereto and all amendments, modifications and supplements thereof) of the following Contracts, and all of such Company Contracts in existence on the date hereof are listed on Part 2.18 hereof. No material amendments (including any material change orders) have been made to, and no assignments made of, the Company Contracts except as have been disclosed to Parent. (c) Each of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract; (ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement obligation of the Company or a Company SubsidiarySubsidiary party thereto and, as applicableto the Knowledge of the Company, enforceable in accordance with its termsof the other parties thereto, except that in each case where the failure to constitute a legal, valid and binding obligation would not reasonably be expected to materially and adversely affect the applicable Project or Project Subsidiary. (d) Schedule 4.11(d) contains a true, complete and correct list of (i) such enforcement may be subject each power purchase agreement with respect to applicable bankruptcyany Advanced Development Project that has been short-listed by a counterparty, insolvency, reorganization, moratorium (ii) each EPC contract for the construction or other similar laws, now or hereafter in effect, affecting creditors’ rights generallyequipment procurement for any Advanced Development Project, and (iii) each interconnection agreement with respect to any Advanced Development Project for which a filing has been made to the applicable independent system operator, in the case of each of clause (i), (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion (iii) that is under negotiation as of the court before which date hereof. As of the date hereof, neither the Company nor any proceeding therefore may be brought. Company or a Subsidiary has received any written notice from, nor does the Company Subsidiary, as applicable, otherwise have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the actual knowledge of Companythat, the other parties potential counterparty under any power purchase agreement or interconnection agreement set forth on Schedule 4.11(d) has terminated or intends to each Company Contract have performed all of their obligations (except those that have not yet become due) under, and are not in material violation terminate such negotiations or breach of has materially delayed or default under, any intends to materially delay such Company Contractnegotiation.

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 3.13(a) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely Schedule sets forth the following Contracts to require, payment to, or by, which the Company or the Company any of its Subsidiaries of at least $50,000 over the stated minimum term of the Contract is a party or by which it is bound (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv)collectively, (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) Contracts with any distributordirector, supplierofficer, salesemployee (excluding offer letters for at-will employment), advertisingindividual consultant or Affiliate of the Company in excess of $75,000 annually, agency including indemnification agreements, and Contracts providing for severance, retention, change in control or manufacturer’s representative Contractother similar payments; (ii) any license agreement Shareholder agreements, investors’ rights agreements, voting agreements, voting trusts, right of first refusal and co-sale agreements, or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business)registration rights agreements; (iii) any license, sublicense, agreement or Contracts required to be disclosed on Section 3.12(m)(i) and Section 3.12(m)(ii) of the Company Disclosure Schedule and all other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights Contracts, including any other Contracts relating to the acquisition, use, transfer, development or sharing of any third partyIntellectual Property (excluding licenses for Off-the-Shelf Software); (iv) Contracts that include any Contract grant by the Company to any Person of Company any express license, right or covenant not to sue with respect to any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of businessPatents; (v) all Contracts with any customer of the business of the Company respect to personal property leases and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient)Real Property Leases; (vi) all Contracts of Company evidencing or any Company Subsidiaries relating to indebtedness of Company or any Company SubsidiariesIndebtedness; (vii) any agreement pursuant Contracts under which the Company has made advances or loans to which any other party is granted exclusive marketing or other exclusive rights Person, except for advances of any type or scope with respect business expenses of up to any $10,000 in the Ordinary Course of products or services of Company or any Company SubsidiariesBusiness; (viii) any continuing Contract Contracts for the purchase or sale of materials, supplies, equipment, goods or services by or capital expenditures by Company or from the Company Subsidiaries involving (A) under which the Company expects to receive or pay in excess of $100,000 during the case current calendar year or (B) that include terms and conditions that deviate from the Company’s standard terms and conditions, the form of any which has been made available to Buyer; provided that all such Contract more than fifty thousand dollars ($50,000Contracts received by the Company from its customers that are purchase orders and not fulfilled as of 12:01 a.m. on the date of this Agreement may be provided in a customary report included as an attachment to Section 3.13(a)(viii) over the life of the ContractCompany Disclosure Schedule; (ix) all Contracts of that require performance by or to the Company or any of its Subsidiaries more than twelve (12) months from the date hereof, including engineering, development or ongoing support work or other service obligations by the Company or its Subsidiaries that involve after the sale or purchase date of any assets of Company or any of the Company Subsidiaries, other than in the ordinary course of businessthis Agreement; (x) Contracts relating to any Contract single or series of related capital expenditures by the Company or its Subsidiaries pursuant to which the Company or its Subsidiaries has any material ownership or participation interest future financial obligations in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiariesexcess of $10,000; (xi) all Contracts for (A) the sale of Company whereby any of the Business or the Assets of the Company or its Subsidiaries other than in the Ordinary Course of Business, (B) the grant to any Person of any preferential rights to purchase any of the Assets or (C) the acquisition by the Company or its Subsidiaries is restricted of any operating business, properties or assets, whether by any “standstill” merger, purchase or similar obligationssale of Equity Interests or assets or otherwise (other than Contracts for the purchase of inventory or supplies entered into in the Ordinary Course of Business); (xii) any trust indentureDistributor, mortgagereseller, promissory notesales representative, loan agreement marketing or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principlesadvertising Contracts; (xiii) Contracts that grant to any Contract limiting Person any (A) exclusive license, supply, distribution or other rights, (B) “most favored nation” rights, (C) rights of first refusal, rights of first negotiation or similar rights or (D) exclusive rights to purchase any of the freedom of Company’s products or services; (xiv) Contracts (other than employment related Contracts) providing for any minimum or guaranteed payments by the Company to engage any Person in excess of $25,000 annually; (A) Contracts for joint ventures, strategic alliances, partnerships or similar arrangements (B) Contracts that involve a sharing of revenues, profits, cash flows, expenses or Losses with other Persons; and (C) Contracts that involve the payment by the Company or any line of business or its Subsidiaries of royalties to compete with any other Person; (xivxvi) any Contract pursuant Contracts that purport to which Company is a lessor of any machinery(A) limit, equipment, motor vehicles, office furniture, fixtures curtail or other personal property that is material to restrict the business ability of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with of its existing or future Subsidiaries or Affiliates, including Buyer, to compete in any geographical area, market or line of business, (B) restrict the Persons to whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any of its existing or future Subsidiaries or Affiliates, including Buyer, may sell products or deliver services, (C) restrict the Persons the Company Subsidiary extending beyond termination or any of employment its existing or other relationship with Company)future Subsidiaries or Affiliates, including Buyer, may hire or solicit for hire, or (D) otherwise restrict the Company or any of its existing or future Subsidiaries or Affiliates, including Buyer, from engaging in any aspect of its business; (xvii) all Contracts pursuant relating to which Company any settlement agreement with respect to any Legal Proceeding, any covenant not to sue or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Personassert, or any capital maintenance co-existence agreement, in each case that (A) was entered into within the past three (3) years and involves payments of consideration in excess of $25,000; or similar agreements or arrangements; and(B) imposes material continuing obligations to any other Person outside the Ordinary Course of Business; (xviii) all Contracts with a Governmental Authority; (xix) Contracts that are contain indemnification obligations of the Company or its Subsidiaries (excluding indemnification obligations in licenses for Off-the-Shelf Software) other than customers in the Ordinary Course of Business; (xx) Any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (xxi) Contracts that require a consent to or otherwise contain a provision relating to a “change of control,” which provide for payment or acceleration of benefits or that would prohibit or delay the consummation of the transactions contemplated by this Agreement or the other Transaction Documents; or (xxii) Any Contract that is otherwise material to the business of Company, its Subsidiaries, or the Company or any Company SubsidiariesBusiness and not previously disclosed pursuant to this Section 3.13(a). (b) Each of the Company Contract Contracts is in full force and effect with respect to the Company and, to the Knowledge of the Company, each other party thereto, and constitutes a is the legal, valid and binding agreement obligation of the Company or a Company Subsidiary, as applicableits Subsidiaries, enforceable against the Company or its Subsidiaries in accordance with its terms. Neither the Company nor any of its Subsidiaries is in default or breach under the terms of any Company Contract, except that (i) such enforcement may be subject to applicable bankruptcynor, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion Knowledge of the court before which Company, does any proceeding therefore may be brought. condition exist that, with or without notice or lapse of time or both, would constitute a default or breach thereunder by the Company or a its Subsidiaries. To the Knowledge of the Company, no other party to any Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and Contract is not in material violation default or breach thereunder, nor, to the Knowledge of the Company, does any condition exist that with or without notice or lapse of time or both would constitute a default or breach by any such other party thereunder. As of the date of this Agreement, neither the Company nor any of its Subsidiaries have received any notice of termination or cancellation under any Company Contract, received any notice of breach or default underin any material respect under any Company Contract or granted to any third party any rights, adverse or otherwise, that would constitute a breach of any such Company Contract. To The Company has made available to Buyer true, correct and complete copies of all written Company Contracts (or a written description of the knowledge material terms of Company, the other parties to each any Company Contract have performed all of their obligations (except those that have is not yet become due) under, and are not in material violation or breach of or default under, any such Company Contractwritten).

Company Contracts. Within 28 days after the date of this Agreement, Company shall furnish to Merger Partner access to and copies of listings of contracts, agreements, leases, commitments, arrangements or other instruments hereinafter described in this Section 6.21 to which the Company or any Company Subsidiary is a party or by or to which it or any of its assets or properties are bound except for (i) agreements, commitments, arrangements, leases or other instruments disclosed in the Company Annual Report on Form 10-K for the year ended December 31, 1995, (ii) the Distribution Agreement (and the other agreements contemplated thereby), and (iii) insurance, reinsurance and agency contracts entered into or to be entered into in the normal course of business: (a) Company has delivered contracts and other agreements with any current or made available to Parent trueformer officer, correct and complete copies (and all exhibits and schedules thereto and all amendmentsdirector, modifications and supplements thereof) of the following Contractsemployee, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”): (i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract; (ii) any license agreement consultant or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights representative (other than pursuant to Company's standard customer agreements in the ordinary course of business); (iiian insurance agent or broker) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party; (iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Subsidiary pursuant to which Company or any Company Subsidiaries outside Subsidiary has ongoing obligations calling for payments in any one year of the ordinary course of business;more than $250,000 in any one case, other than such contracts and other agreements that are terminable at will by Company or such Company Subsidiary, (vb) all Contracts with any customer of the business of the Company contracts and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries (vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract agreements for the purchase or sale of materials, supplies, equipment, equipment or services or to make capital expenditures by Company or (whether through the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company Subsidiaries that involve the sale or purchase of any assets of Company real or any of the Company Subsidiariespersonal property or otherwise), other than in the ordinary course of business;business (including agreements for ordinary maintenance of equipment), calling for a purchase price or payments in any one year of more than $2.5 million, (xc) contracts and other agreements for the sale of any Contract pursuant of its assets or properties or for the grant to which Company has any material ownership Person of any preferential rights to purchase or participation interest use any of its assets or properties in any corporationeach case involving assets or properties with a book value in excess of $2.5 million, partnership, other than those entered into in the ordinary course of business, (d) joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to partnership and marketing agreements which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is are material to the business any of the Company and Company Subsidiaries, Business Units taken as a whole;, (xve) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any contracts and other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part agreements containing covenants of Company or any Company Subsidiary extending beyond termination not to compete with any Person which are material to Company and the Company Subsidiaries as a whole or which following the Effective Time will be material to Merger Partner and the Merger Partner Subsidiaries taken as a whole, (f) contracts and other agreements relating to the making of employment any loan in excess of $1 million in any one case, other than Investment Assets and Company Employee Plan loans made in the ordinary course of business and other than intercompany loans between or among Company and/or the Company Subsidiaries, (g) contracts or other relationship with Company);agreements for or relating to computer equipment or computer services calling for a purchase price or payment in any one case during any one year of more than $1 million, (xviih) all Contracts pursuant contracts or other agreements relating to which Company any derivative instruments or securities or any Company Subsidiaries has any obligations or liabilities (whether absolute"off-balance sheet" financing transaction, accruedother than those entered into in the ordinary course of business for bona fide hedging purposes, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviiii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding agreement of Company or a Company Subsidiary, as applicable, enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Company or a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company Contract. To the knowledge Knowledge of Company, any other contract or other agreement whether or not made in the other parties to each Company Contract have performed all ordinary course of their obligations (except those that have not yet become due) under, and are not business calling for payments in material violation or breach any one year of or default under, more than $2.5 million in any such Company Contractone case.

Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereofSection 4.14(a) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, Schedule identifies Contracts in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term effect as of the Contract or (y) is material date of this Agreement to the business of Company and the Company Subsidiaries (it being understood that which any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and or its Subsidiaries is a party or by which any of them is otherwise expressly bound, which are in the categories listed below, other than a Company Subsidiaries Benefit Plan or Company Benefit Arrangement (collectively, the “Company Contracts”): (i) any distributorlimited liability company, supplierpartnership, salesjoint venture or other similar agreement or arrangement relating to the formation, advertisingcreation, agency operation, management or manufacturer’s representative Contractcontrol of any partnership or joint venture, other than any such limited liability company, partnership or joint venture that is a Subsidiary of the Company; (ii) any license agreement Contract (i) that provides for exclusivity, rights of first refusal, rights of first offer, “most favored nations” or other written or oral agreement or permission pursuant to which Company has granted to similar rights, in each case, in favor of any third party with respect or (ii) containing a covenant not to compete that materially impairs the ability of the Company or its Subsidiaries to freely conduct their respective businesses in any IP Assets geographic area; (iii) any Contract evidencing or Intellectual Property Rights guaranteeing indebtedness for borrowed money in excess of $250,000; (iv) any Contract that commits capital expenditures after the date hereof in an amount in excess of $250,000; (v) any Contract relating to the future disposition or acquisition of any assets and properties, or any material ownership interest in any other Person (other than pursuant the Subsidiaries of the Company), in each case, individually or in the aggregate material to Company's the business of the Company and its Subsidiaries; (vi) any Contract entered into outside of the ordinary course of business between or among the Company or its Subsidiaries, on the one hand, and any Unitholder, officer, manager, director or Affiliate (other than the Company or any of its Subsidiaries) of a Unitholder, on the other hand; (vii) any Contract by which either the Company or any of its Subsidiaries grants or is granted any rights to any material Intellectual Property (other than commercially available software licenses or services agreements available on standard customer agreements terms and non-exclusive licenses granted by the Company or its Subsidiaries in the ordinary course of business); (iiiviii) any licenseother Contract, sublicense, agreement or other permission pursuant to which Company uses or not otherwise possesses the IP Assets or Intellectual Property Rights of any third party; covered by clauses (ivi) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business; (v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient); (vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries through (vii) any agreement pursuant to which any other party is granted exclusive marketing of this Section 4.14(a) or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries; (viii) any continuing Contract for the purchase of materialsSection 4.14(c), supplies, equipment, services or capital expenditures that requires payments by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollars ($50,000) over the life of the Contract; (ix) all Contracts of Company or any of the Company or its Subsidiaries that involve in excess of $750,000 during the sale or purchase of any assets of Company or any of the Company Subsidiaries, other current fiscal year which is not terminable on less than ninety (90) days’ notice without penalty and has not been entered into in the ordinary course of business; (x) any Contract pursuant to which Company has any material ownership or participation interest in any corporation, partnership, joint venture, strategic alliance or other business enterprise other than Company’s Subsidiaries; (xi) all Contracts of Company whereby Company or any Company Subsidiaries is restricted by any “standstill” or similar obligations; (xii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (xiii) any Contract limiting the freedom of Company to engage in any line of business or to compete with any other Person; (xiv) any Contract pursuant to which Company is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property that is material to the business of the Company and Company Subsidiaries, taken as a whole; (xv) all Company Real Property Leases; (xvi) any Contract with an officer, director employee, Affiliate or any other Person with whom Company does not deal at arm’s length (other than standard form offer letters under which the officer, director or employee's relationship with Company or the Company Subsidiaries is terminable at will and which letter does not contain any severance provisions or obligations on the part of Company or any Company Subsidiary extending beyond termination of employment or other relationship with Company); (xvii) all Contracts pursuant to which Company or any Company Subsidiaries has any obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, or otherwise in respect of any obligation of any Person, or any capital maintenance or similar agreements or arrangements; and (xviii) all Contracts that are otherwise material to the business of the Company or any Company Subsidiaries. (b) Each Except as would not have a Company Material Adverse Effect, each Company Contract (A) constitutes a valid and binding obligation of the Company or the Subsidiary of the Company, in each case, that is a party thereto and (B) assuming such Company Contract is in full force and effect and constitutes a legal, valid and binding agreement obligation of Company and enforceable against the other parties thereto, is enforceable against the Company, or the Subsidiary of the Company, in each case, that is a Company Subsidiary, as applicable, enforceable in accordance with its termsparty thereto, except that (i) such enforcement may be subject to applicable as limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws, now or hereafter in effect, Laws affecting the enforcement of creditors’ rights generally, in general and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). None of the court before which Company and its Subsidiaries is in breach or default under any proceeding therefore may Company Contract (and none of the Company and its Subsidiaries has given notice of a material breach or default to any other party thereunder), except, in each case, where such breach or default, would not reasonably be brought. Company or expected to have a Company Subsidiary, as applicable, have performed all of their obligations (except those that have not yet become due) under, and is not in material violation or breach of or default under, any such Company ContractMaterial Adverse Effect. To Knowledge of the knowledge of Company, no facts or circumstances have arisen as of the other date of this Agreement that would cause or would reasonably be expected to cause a breach, default or termination of any customer contract. (c) The Company has made available to Purchaser a schedule (with the name of the customer parties redacted) listing the aggregate annual payments to each Company Contract have performed be received under all Contracts in effect as of their obligations (except those that have not yet become due) underthe date of this Agreement with the top 25 customers of the Company, and are not in material violation or breach of or default under, any such Company Contractbased on estimated 2018 revenues.