Common use of Company Contracts Clause in Contracts

Company Contracts. Set forth on Schedule 4.12 is a list of each of the following Contracts to which the Company or any Subsidiary is a party or by which any of their respective properties or assets are bound (other than Contracts related to Leased Real Property and Employee Plans) as of the date of this Agreement (the “Company Contracts”): (a) Each partnership or joint venture Contract; (b) Each Contract limiting the right of the Company or any Subsidiary to engage in or compete with any Person in any business or in any geographical area or to hire or retain any Person; (c) Each Contract containing a “most favored nations” or similar provision; (d) Each employment agreement to which the Company or any Subsidiary is a party that (i) has a defined term and is not an “at will” agreement, (ii) requires the Company or any Subsidiary to make a payment to the employee upon its termination or (iii) pursuant to which the Company is currently obligated to make any bonus payment; (e) Each Contract providing for capital expenditures with an outstanding amount of unpaid obligations and commitments in excess of $250,000; (f) Each Contract with respect to Company Debt; (g) Each Contract (i) that (A) is reasonably expected to require the Company or any Subsidiary to make payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year and (B) is not terminable upon less than thirty (30) days prior written notice by the Company or any Subsidiary, as applicable or (ii) pursuant to which the Company or any Subsidiary is reasonably expected to receive payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year; provided, however, that in the case of each of clauses (i) and (ii), the Company makes no representation or warranty as to any amounts to be actually paid or received under such Contracts; (h) Each Company Contract to which any director, officer, or Affiliate of the Company or any Subsidiary is a party or beneficiary and that involve more than $50,000, except for the Company’s LTIP, Options and Employee Plans; (i) Each Company Contract constituting, incorporating, or relating to any rebate, warranty, indemnity, or similar obligation, except for rebates, warranties, indemnities or similar obligations set forth in Contracts made available by the Company to Buyer; (j) Each Company Contract which provides for indemnification of any officer, director or employee; (k) Each Company Contract relating to any currency, interest rate, or other hedging activity; and (l) Each Company Contract to which any Governmental Authority is a party. Each of the Company Contracts is in full force and effect and is a legal, valid and binding agreement of the Company or a Subsidiary, as applicable, subject only to the General Enforceability Exceptions, and there is no default or breach by the Company or a Subsidiary, as applicable, or, to the Company’s Knowledge, any other party, in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof. To the Company’s Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to (i) result in a material violation or breach of any provision of any Company Contract, (ii) give any Person the right to declare a default or exercise any remedy under any Company Contract, (iii) give any person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract, (iv) give any Person the right to accelerate the maturity or performance of any Company Contract, (v) result in the disclosure, release, or delivery of any Company source code, or (vi) give any Person the right to cancel, terminate or modify any Company Contract, except for such cancellations, terminations or modifications that are made in accordance with the terms of such Company Contract and that do not result from a violation or breach thereof by the Company. The Company has made available to Buyer a copy of each Company Contract (including all amendments thereto which remain in force and effect).

Company Contracts. Set (a) Section 3.14(a) of the Company Disclosure Letter sets forth on Schedule 4.12 is a list of each of the following Contracts to which an Acquired Company is a party (collectively, the “Company Contracts”): (i) any Contract relating to Indebtedness for borrowed money except for Indebtedness for an amount less than $25,000 or to placing an Encumbrance on any of the assets or Equity Interests of an Acquired Company other than any Permitted Encumbrance; (ii) loans or advances to, guarantees for the benefit of, or any investments in, any Persons in excess of $100,000 in the aggregate; (iii) any Contract with a customer the performance of which is reasonably likely to involve annual net revenue in excess of $200,000; (iv) any Contract with a vendor or supplier the performance of which is reasonably likely to involve annual consideration in excess of $200,000 and that cannot be terminated by the Company within ninety (90) days of notice without penalty; (v) any Contract containing (x) “most favored nations” pricing terms or grants to any such customer of any right of first offer or right of first refusal or exclusivity, (y) any provisions limiting the ability of the Company or any Subsidiary is a party of its Subsidiaries to engage in any line of business or to compete, in any material respect, with any Person, or (z) any “non-solicitation”, “no hire”, “non-compete” or similar provisions which restrict the Company or any Acquired Company or Affiliates from soliciting, hiring, engaging, retaining or employing any other Person’s current or former employees; (vi) any collective bargaining agreement or other Contract with any labor organization or other employee representative; (vii) any partnership, joint venture or similar Contract; (viii) any Contract that relates to the future disposition or acquisition of assets or properties for consideration in excess of $500,000 by any Acquired Company, or any merger or business combination with respect to any Acquired Company; (ix) any Contract pursuant to which any of their respective properties Acquired Company grants or assets are bound receives a license to use, or other material rights with respect to, any Intellectual Property (including covenants not-to-xxx), other than Contracts related non-exclusive license agreements entered into with customers in the ordinary course of business in connection with the provision of services, confidentiality agreements entered into in the ordinary course of business, and non-exclusive licenses for commercially available, off-the-shelf or click-wrap Software with annual fees of less than $200,000; (x) any Contract with any employee or other individual service provider or consultant pursuant to Leased Real Property and Employee Planswhich the Acquired Companies provide annual compensation in excess of $200,000, other than any “at will” Contract that may be terminated by an Acquired Company upon thirty (30) days or less advance notice (or such period required by Applicable Law); (xi) any Contract involving the settlement of any action, liability or threatened action or contingent liability with respect to which, as of the date of this Agreement (A) any unpaid amount exceeds $200,000, (B) conditions precedent to the “Company Contracts”):settlement have not been satisfied or (C) has limitations on the operation of the business of the Acquired Companies in any material respect; (axii) Each partnership any Contract with any Government Entity pursuant to which any Acquired Company provides services or joint venture Contractreasonably expects to provide services; (xiii) any Contract the performance of which involves payments of consideration by an Acquired Company in excess of $500,000 per year or $1,000,000 in the aggregate and which cannot be cancelled by the applicable Acquired Company upon thirty (30) days’ notice without premium or penalty; (xiv) any Contract agreement containing any provision or covenant that binds or purports to bind “Affiliates” of any Acquired Company or that would otherwise bind or purport to bind Parent or any of its Subsidiaries (other than the Acquired Companies) after the Closing; or (xv) any outstanding written or otherwise binding commitment to enter into any agreement of the type described in subsections (i) through (xv) of this Section 3.14(a). (b) Each Contract limiting the right Except as set forth in Section 3.14(b) of the Company or any Subsidiary to engage in or compete with any Person in any business or in any geographical area or to hire or retain any Person; (c) Each Contract containing a “most favored nations” or similar provision; (d) Each employment agreement to which the Company or any Subsidiary is a party that Disclosure Letter, (i) has a defined term and is not an “at will” agreement, (ii) requires the each Company or any Subsidiary to make a payment to the employee upon its termination or (iii) pursuant to which the Company is currently obligated to make any bonus payment; (e) Each Contract providing for capital expenditures with an outstanding amount of unpaid obligations and commitments in excess of $250,000; (f) Each Contract with respect to Company Debt; (g) Each Contract (i) that (A) is reasonably expected to require the Company or any Subsidiary to make payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year and (B) is not terminable upon less than thirty (30) days prior written notice by the Company or any Subsidiary, as applicable or (ii) pursuant to which the Company or any Subsidiary is reasonably expected to receive payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year; provided, however, that in the case of each of clauses (i) and (ii), the Company makes no representation or warranty as to any amounts to be actually paid or received under such Contracts; (h) Each Company Contract to which any director, officer, or Affiliate of the Company or any Subsidiary is a party or beneficiary and that involve more than $50,000, except for the Company’s LTIP, Options and Employee Plans; (i) Each Company Contract constituting, incorporating, or relating to any rebate, warranty, indemnity, or similar obligation, except for rebates, warranties, indemnities or similar obligations set forth in Contracts made available by the Company to Buyer; (j) Each Company Contract which provides for indemnification of any officer, director or employee; (k) Each Company Contract relating to any currency, interest rate, or other hedging activity; and (l) Each Company Contract to which any Governmental Authority is a party. Each of the Company Contracts is in full force and effect and is constitutes a legal, valid and binding agreement obligation of each Acquired Company party thereto and, to the Knowledge of the Company or a SubsidiaryCompany, as applicable, subject only to the General Enforceability Exceptionsother parties thereto, and there (B) assuming such Company Contract is binding and enforceable against the other parties thereto, is enforceable against each Acquired Company party thereto, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a proceeding at Law or in equity) and the discretion of a court before which any proceeding therefor may be brought, (ii) no default or breach by the Acquired Company or a Subsidiary, as applicable, is or, to the Knowledge of the Company’s Knowledge, any other party, in the timely performance of any obligation is alleged to be performed or paid thereunder or any other material provision thereof. To the Company’s Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to (i) result in a material violation or breach of or default in any provision of any Company Contract, (ii) give any Person the right to declare a default or exercise any remedy material respect under any Company Contract, and (iii) give to the Knowledge of the Company, no counterparty is in breach of or default in any person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule material respect under any Company Contract. A true, (iv) give any Person the right to accelerate the maturity or performance of any Company Contract, (v) result in the disclosure, release, or delivery of any Company source code, or (vi) give any Person the right to cancel, terminate or modify any Company Contract, except for such cancellations, terminations or modifications that are made in accordance with the terms of such Company Contract correct and that do not result from a violation or breach thereof by the Company. The Company has made available to Buyer a complete copy of each Company Contract (including all amendments thereto which remain in force and effect)thereto) has been made available to Parent.

Company Contracts. Set (a) Section 3.15(a) of the Seller Disclosure Schedule sets forth on Schedule 4.12 is a true and complete list of each of the following Contracts to which the Company or any Subsidiary is a party or by which any of their respective properties or assets are bound (other than Contracts related to Leased Real Property and Employee Plans) in effect as of the date of this Agreement to which the Company is a party or by which the Company is otherwise expressly bound, in each case which are in the categories listed below (collectively with the Company Leases, the “Company Contracts”): (a) Each partnership or joint venture Contract; (b) Each Contract limiting the right of the Company or any Subsidiary to engage in or compete with any Person in any business or in any geographical area or to hire or retain any Person; (c) Each Contract containing a “most favored nations” or similar provision; (d) Each employment agreement to which the Company or any Subsidiary is a party that (i) has a defined term and is not an “at will” agreement, (ii) requires the Company or any Subsidiary to make a payment to the employee upon its termination or (iii) pursuant to which the Company is currently obligated to make any bonus payment; (e) Each Contract providing for capital expenditures with an outstanding amount of unpaid obligations and commitments in excess of $250,000; (f) Each Contract with respect to Company Debt; (g) Each Contract (i) that (A) is reasonably expected to require the Company or any Subsidiary to make payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year and (B) is not terminable upon less than thirty (30) days prior written notice by the Company or any Subsidiary, as applicable or (ii) pursuant to which the Company or any Subsidiary is reasonably expected to receive payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year); provided, however, that a Contract referenced by more than one description need only be listed once on the Seller Disclosure Schedule: (i) Any material partnership or joint venture Contract with a third party; (ii) any Contract containing a covenant not to compete that materially impairs the ability of the Company to freely conduct the Business in any geographic area; (iii) any Contract evidencing or guaranteeing Company Debt in excess of $100,000; (iv) any operating agreement, management agreement, crewing agreement, contract of affreightment, transportation agreement or financial lease with respect to any Vessel that, in each case, by its terms requires payments by or to the case Company in excess of each $250,000 during any full year during the term thereof (without giving effect to any renewal periods thereunder); (v) any Contract for the purchase or sale of any Vessel for consideration that is reasonably expected to be in excess of $250,000 for any single Vessel, but only if the consummation of the transactions contemplated thereby has not occurred prior to the date of this Agreement; (vi) any Contract with a third party for the charter of any Vessel that requires payments by or to the Company in excess of $250,000 during any full year during the term thereof (without giving effect to any renewal periods thereunder); and (vii) the TECO Agreement and any Package Contract; (viii) any other Contract, not otherwise covered by clauses (i) and through (iivii) of this Section 3.15(a), that requires payments by or to the Company makes no representation or warranty as in excess of $250,000 during any full year during the term thereof (without giving effect to any amounts to be actually paid renewal periods thereunder) and is not terminable on ninety (90) days or received under such Contracts; (h) Each Company Contract to which any director, officer, or Affiliate of less notice by the Company or any Subsidiary is a party or beneficiary and that involve more than thereof without payment of an amount in excess of $50,000, except for the Company’s LTIP, Options and Employee Plans;250,000. (i) Each Company Contract constituting, incorporating, or relating to any rebate, warranty, indemnity, or similar obligation, except for rebates, warranties, indemnities or similar obligations set forth in Contracts made available by the Company to Buyer; (jA) Each Company Contract which provides for indemnification of any officer, director or employee; (k) Each Company Contract relating to any currency, interest rate, or other hedging activity; and (l) Each Company Contract to which any Governmental Authority is constitutes a party. Each valid and binding obligation of the Company Contracts is in full force and, to the Knowledge of Seller, the other parties thereto, and effect and (B) assuming such Company Contract is a legal, valid and binding agreement obligation of and enforceable against the Company other parties thereto, is enforceable against the Company, except as limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a Subsidiary, as applicable, subject only to the General Enforceability Exceptionsproceeding at law or in equity), and there is no default or breach by the Company or a Subsidiary, as applicable, or, to the Company’s Knowledge, any other party, in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof. To the Company’s Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to (i) result in a material violation or breach of any provision of any Company Contract, (ii) give any Person the right to declare a Company is not in breach or default or exercise any remedy under any Company Contract, (iii) give any person the right except, in each case, where such failure to receive or require a rebatebe so valid, chargeback, penalty or change in delivery schedule under any Company Contract, (iv) give any Person the right to accelerate the maturity or performance of any Company Contract, (v) result in the disclosure, releasebinding and enforceable, or delivery of any Company source codesuch breach or default, or (vi) give any Person would not reasonably be expected to have a Material Adverse Effect, and the right to cancel, terminate or modify any Company Contract, except for such cancellations, terminations or modifications that are made in accordance with the terms of such Company Contract and that do not result from a violation or breach thereof by the Company. The Company has made available not given written notice of a material breach or default to Buyer a copy any other party thereunder. True and complete copies of each Company Contract (including all amendments thereto which remain in force and effect)have been delivered or made available to Purchaser or its Representatives.

Company Contracts. Set (a) Section 5.12(a) of the Company Disclosure Letter sets forth on Schedule 4.12 is a list correct and complete list, as of each the date hereof, of all of the following Contracts to which the Company Panadero Aggregates or any Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets are bound (other than Contracts related to Leased Real Property and Employee Plans) as of the date of this Agreement (the “Company Contracts”): (ai) Each partnership all agreements or instruments related to the incurrence of any Indebtedness of Panadero Aggregates and its Subsidiaries in an amount in excess of $4,000,000 individually; (ii) all Leases entered into by Panadero Aggregates or any of its Subsidiaries; (iii) all Contracts with any Significant Customer; (iv) all Contracts with any Significant Supplier involving annual commitments or payments of more than $100,000 in the aggregate to such Significant Supplier; (v) all Contracts for the acquisition of capital equipment or fixed assets requiring the payment by Panadero Aggregates or any of its Subsidiaries of an amount in excess of $500,000 individually; (vi) all Contracts (x) granting to any Person (other than Panadero Aggregates 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 Panadero Aggregates or its Subsidiaries or (y) containing exclusivity arrangements, a “most favored nation” clause or a covenant not to compete (or otherwise restricting the ability of the Companies or any of their Subsidiaries to engage in any business) in each case that is binding on the Companies or any of their Subsidiaries; (vii) all Contracts involving the sale or purchase of material assets or properties (including capital stock) of any Person other than in the Ordinary Course of Business, or a merger, consolidation, business combination or similar extraordinary transaction to the extent Panadero Aggregates or any of its Subsidiaries still has any remaining right, obligation or liability in excess of $1,000,000 thereunder; (viii) all Contracts requiring the disposition of any assets (including capital stock) material to the ongoing operation of the business of Panadero Aggregates or any of its Subsidiaries to the extent Panadero Aggregates or any of its Subsidiaries still has any remaining right, obligation or liability in excess of $1,000,000 thereunder; (ix) all Intellectual Property Licenses or any other Contracts relating to any Intellectual Property or Technology (excluding licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for an annual license fee of no more than $100,000); (x) all joint venture Contractventure, limited partnership, or similar agreements; (xi) all Contracts providing for change in control payments (excluding any such payments required by Law) to any current or former director, officer, employee or other service provider of Panadero Aggregates or any of its Subsidiaries (collectively, “Company Personnel”); and (xii) all collective bargaining agreements, labor agreements, union Contracts or other Contracts with any labor union, works counsel, or associate representing any current or former employees of Panadero Aggregates or any of its Subsidiaries (each, a “Labor Agreement”). (b) Correct and complete copies of all Company Contracts, including all amendments, modifications and supplements thereto, have been made available to Buyer. Each Company Contract limiting the right of the Company or any Subsidiary to engage is valid, binding and enforceable in or compete accordance with any Person in any business or in any geographical area or to hire or retain any Person; (c) Each Contract containing a “most favored nations” or similar provision; (d) Each employment agreement to which the Company or any Subsidiary is a party that (i) has a defined term and is not an “at will” agreement, (ii) requires the Company or any Subsidiary to make a payment to the employee upon its termination or (iii) pursuant to which the Company is currently obligated to make any bonus payment; (e) Each Contract providing for capital expenditures with an outstanding amount of unpaid obligations and commitments in excess of $250,000; (f) Each Contract terms with respect to Company Debt; (g) Each Contract (i) that (A) is reasonably expected to require the Company Panadero Aggregates or any Subsidiary to make payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year and (B) is not terminable upon less than thirty (30) days prior written notice by the Company or any Subsidiary, as applicable or (ii) pursuant to which the Company or any Subsidiary is reasonably expected to receive payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year; provided, however, that in the case of each of clauses (i) and (ii), the Company makes no representation or warranty as to any amounts to be actually paid or received under such Contracts; (h) Each Company Contract to which any director, officer, or Affiliate of the Company or any Subsidiary is a party or beneficiary and that involve more than $50,000, except for the Company’s LTIP, Options and Employee Plans; (i) Each Company Contract constituting, incorporating, or relating to any rebate, warranty, indemnity, or similar obligation, except for rebates, warranties, indemnities or similar obligations set forth in Contracts made available by the Company to Buyer; (j) Each Company Contract which provides for indemnification of any officer, director or employee; (k) Each Company Contract relating to any currency, interest rate, or other hedging activity; and (l) Each Company Contract to which any Governmental Authority is a party. Each of the Company Contracts is in full force and effect and is a legal, valid and binding agreement of the Company or a Subsidiaryits Subsidiaries, as applicable, subject only and, to the General Enforceability ExceptionsKnowledge of Panadero Aggregates, each other party to such Company Contract, in each case, except as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and there (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a Legal Proceeding at law or in equity). There is no existing default or breach and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a default or breach, by the Company Panadero Aggregates or a Subsidiaryany of its Subsidiaries, as applicable, or, to the Company’s KnowledgeKnowledge of Panadero Aggregates, any each other party, in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof. To the Company’s Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to (i) result in a material violation or breach of any provision of any Company Contract, (ii) give any Person the right to declare a default or exercise any remedy party under any Company ContractContract that, (iii) give any person the right to receive individually or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract, (iv) give any Person the right to accelerate the maturity or performance of any Company Contract, (v) result in the disclosureaggregate, releasewould have, individually or delivery of any Company source codein the aggregate, or (vi) give any Person the right to cancel, terminate or modify any Company Contract, except for such cancellations, terminations or modifications that are made in accordance with the terms of such Company Contract and that do not result from a violation or breach thereof by the Company. The Company has made available to Buyer a copy of each Company Contract (including all amendments thereto which remain in force and effect)Material Adverse Effect.

Company Contracts. Set (a) Section 3.14(a) of the Company Disclosure Letter sets forth on Schedule 4.12 is a list of each of the following Contracts (other than the Company Plans) to which the an Acquired Company or any Subsidiary is a party or by which any of their respective properties or assets are bound (other than Contracts related to Leased Real Property and Employee Plans) as of the date of this Agreement hereof (collectively, the “Company Contracts”): (ai) Each partnership any Contract relating to (A) indebtedness for borrowed money except for Indebtedness for an amount less than Fifty Thousand Dollars ($50,000) or (B) placing an Encumbrance on any of the assets or Equity Interests of an Acquired Company, other than any Permitted Encumbrance; (ii) any Contract relating to loans or advances to, guarantees (other than of Liabilities of an Acquired Company) for the benefit of, or any investments in, any Persons (other than an Acquired Company) in excess of One Hundred Fifty Thousand Dollars ($150,000) in the aggregate; (iii) any Contract (other than a Government Contract) the performance of which is reasonably expected to involve annual net revenue payable to an Acquired Company in excess of Five Hundred Thousand Dollars ($500,000); (iv) any Contract the performance of which is reasonably expected to involve consideration payable by an Acquired Company in excess of Three Hundred Fifty Thousand Dollars ($350,000) and cannot be terminated by the Acquired Company without penalty upon notice of ninety (90) days or less; (v) any Contract (other than a teaming agreement or Government Contract) containing (A) “most favored nation” pricing terms or granting to any customer any right of first offer or right of first refusal or exclusivity, (B) any provisions limiting the ability of any Acquired Company to engage, in any material respect, in any line of business or to compete, in any material respect, with any Person or (C) any covenant not to solicit any employees of another Person that is material to any Acquired Company, other than in customary provisions in teaming agreements and Contracts with subcontractors under Government Contracts; (vi) any collective bargaining agreement or other Contract with any labor organization or other employee representative; (vii) the Company IPR Agreements; (viii) any partnership, joint venture or similar Contract; (bix) Each any Contract limiting that relates to the right future disposition or acquisition by an Acquired Company of assets or properties for consideration in excess of One Hundred Fifty Thousand Dollars ($150,000), other than Contracts for the Company sale of equipment or any Subsidiary to engage the procurement of assets on behalf of customers in or compete with any Person in any business or in any geographical area or to hire or retain any Personthe ordinary course of business; (cx) Each any Contract containing a “most favored nations” with any employee or similar provision; (d) Each employment agreement other individual service provider or consultant pursuant to which the Company or Acquired Companies provide annual compensation in excess of One Hundred Fifty Thousand Dollars ($150,000), other than any Subsidiary is a party that (i) has a defined term and is not an “at will” agreement, (ii) requires the Contract that may be terminated by an Acquired Company or any Subsidiary to make a payment to the employee upon its termination or (iii) pursuant to which the Company is currently obligated to make any bonus payment; (e) Each Contract providing for capital expenditures with an outstanding amount of unpaid obligations and commitments in excess of $250,000; (f) Each Contract with respect to Company Debt; (g) Each Contract (i) that (A) is reasonably expected to require the Company or any Subsidiary to make payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year and (B) is not terminable upon less than thirty (30) days prior or less advance notice (or such period required by applicable Law); (xi) any Contract involving the settlement of any Action, Liability or threatened Action with respect to which, as of the date of this Agreement, (A) any unpaid amount exceeds Three Hundred Fifty Thousand Dollars ($350,000), (B) conditions precedent to the settlement have not been satisfied or (C) has limitations on the operation of the business of the Acquired Companies as presently conducted in any material respect; (xii) any outstanding written notice by or otherwise binding commitment to enter into any agreement of the type described in subsections (i) through (xii) of this Section 3.14(a); (xiii) any Government Contract active (i.e., for which the period of performance has not expired or terminated) as of the date hereof that the Company or any Subsidiary, as applicable expects to generate more than (x) Twenty Million Dollars ($20,000,000) in revenue to the Acquired Companies over the life of the Contract or (iiy) pursuant Four Million Dollars ($4,000,000) in revenue to which the Acquired Companies in 2016 (collectively, the “Material Government Contracts”). (b) Except as set forth in Section 3.14(b) of the Company or any Subsidiary is reasonably expected to receive payments equal to Disclosure Letter, (i) each Company Contract and off-the-shelf software licensed under shrink wrap agreements for which an Acquired Company pays more than $250,000 50,000 in any licensing or other fees per software title in the last fiscal year starting on and including the 2015 fiscal year; provided, however, that in the case of each of clauses (iA) and (ii), the Company makes no representation or warranty as to any amounts to be actually paid or received under such Contracts; (h) Each Company Contract to which any director, officer, or Affiliate of the Company or any Subsidiary is a party or beneficiary and that involve more than $50,000, except for the Company’s LTIP, Options and Employee Plans; (i) Each Company Contract constituting, incorporating, or relating to any rebate, warranty, indemnity, or similar obligation, except for rebates, warranties, indemnities or similar obligations set forth in Contracts made available by the Company to Buyer; (j) Each Company Contract which provides for indemnification of any officer, director or employee; (k) Each Company Contract relating to any currency, interest rate, or other hedging activity; and (l) Each Company Contract to which any Governmental Authority is a party. Each of the Company Contracts is in full force and effect and is constitutes a legal, valid and binding agreement obligation of each Acquired Company party thereto and, to the Knowledge of the Company, the other parties thereto and (B) assuming such Company Contract is binding and enforceable against the other parties thereto, is enforceable against each Acquired Company party thereto, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and general principles of equity (whether considered in a Subsidiaryproceeding at Law or in equity) and the discretion of a court before which any proceeding therefor may be brought, as applicable, subject only to the General Enforceability Exceptions, and there (ii) no Acquired Company is no default or breach by the Company or a Subsidiary, as applicable, or, to the Knowledge of the Company’s Knowledge, any other party, is alleged in the timely performance of any obligation writing to be performed in breach of or paid thereunder default in any material respect under any Company Contract or any other material provision thereof. To such off-the-shelf software and (iii) to the Knowledge of the Company’s Knowledge, no counterparty is in breach of or default in any material respect under any Company Contract or any such off-the-shelf software, and (iv) to the Knowledge of the Company, no condition exists or event has occurred, and no circumstance or condition exists, that (occurred which with or without notice or lapse of time) time or both would reasonably be expected to (i) result constitute a breach or default in any material respect under any Company Contract or any such off-the-shelf software. As of the date hereof, no Acquired Company has received a material violation or breach written notice of any provision termination of any Company ContractContract or any such off-the-shelf software, (ii) give any Person and, except where the right to declare a default terminate would otherwise exist absent the entry into and performance of this Agreement, the entry into and performance of this Agreement will not result in termination of, or exercise any remedy under any Company Contract, (iii) give any person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract, (iv) give enable any Person the right to accelerate the maturity or performance of any Company Contract, (v) result in the disclosure, release, or delivery of any Company source code, or (vi) give any Person the right to cancel, terminate or modify alter the terms of, any of the Company ContractContracts and, except for such cancellations, terminations or modifications that are made in accordance with the terms of such Company Contract and that do as would not result from reasonably be expected to have a violation or breach thereof by material adverse effect to the Company, any such off-the-shelf software. The Company has made available to Buyer a A true, correct and complete copy of each Company Contract (including all amendments thereto which remain in force and effectthereto), through the date hereof, has been made available to Parent.

Company Contracts. Set (a) Section 5.12(a) of the Company Disclosure Letter sets forth on Schedule 4.12 is a list correct and complete list, as of each the date hereof, of all of the following Contracts to which the Company Panadero Aggregates or any Subsidiary of its Subsidiaries is a party or by which any of their respective properties or assets are bound (other than Contracts related to Leased Real Property and Employee Plans) as of the date of this Agreement (the ““ Company Contracts”): (ai) Each partnership all agreements or instruments related to the incurrence of any Indebtedness of Panadero Aggregates and its Subsidiaries in an amount in excess of $4,000,000 individually; (ii) all Leases entered into by Panadero Aggregates or any of its Subsidiaries; (iii) all Contracts with any Significant Customer; (iv) all Contracts with any Significant Supplier involving annual commitments or payments of more than $100,000 in the aggregate to such Significant Supplier; (v) all Contracts for the acquisition of capital equipment or fixed assets requiring the payment by Panadero Aggregates or any of its Subsidiaries of an amount in excess of $500,000 individually; (vi) all Contracts (x) granting to any Person (other than Panadero Aggregates 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 Panadero Aggregates or its Subsidiaries or (y) containing exclusivity arrangements, a “most favored nation” clause or a covenant not to compete (or otherwise restricting the ability of the Companies or any of their Subsidiaries to engage in any business) in each case that is binding on the Companies or any of their Subsidiaries; (vii) all Contracts involving the sale or purchase of material assets or properties (including capital stock) of any Person other than in the Ordinary Course of Business, or a merger, consolidation, business combination or similar extraordinary transaction to the extent Panadero Aggregates or any of its Subsidiaries still has any remaining right, obligation or liability in excess of $1,000,000 thereunder; (viii) all Contracts requiring the disposition of any assets (including capital stock) material to the ongoing operation of the business of Panadero Aggregates or any of its Subsidiaries to the extent Panadero Aggregates or any of its Subsidiaries still has any remaining right, obligation or liability in excess of $1,000,000 thereunder; (ix) all Intellectual Property Licenses or any other Contracts relating to any Intellectual Property or Technology (excluding licenses pertaining to “off-the-shelf” commercially available Software used pursuant to shrink-wrap or click-through license agreements on reasonable terms for an annual license fee of no more than $100,000); (x) all joint venture Contractventure, limited partnership, or similar agreements; (xi) all Contracts providing for change in control payments (excluding any such payments required by Law) to any current or former director, officer, employee or other service provider of Panadero Aggregates or any of its Subsidiaries (collectively, “Company Personnel”); and (xii) all collective bargaining agreements, labor agreements, union Contracts or other Contracts with any labor union, works counsel, or associate representing any current or former employees of Panadero Aggregates or any of its Subsidiaries (each, a “Labor Agreement”). (b) Correct and complete copies of all Company Contracts, including all amendments, modifications and supplements thereto, have been made available to Buyer. Each Company Contract limiting the right of the Company or any Subsidiary to engage is valid, binding and enforceable in or compete accordance with any Person in any business or in any geographical area or to hire or retain any Person; (c) Each Contract containing a “most favored nations” or similar provision; (d) Each employment agreement to which the Company or any Subsidiary is a party that (i) has a defined term and is not an “at will” agreement, (ii) requires the Company or any Subsidiary to make a payment to the employee upon its termination or (iii) pursuant to which the Company is currently obligated to make any bonus payment; (e) Each Contract providing for capital expenditures with an outstanding amount of unpaid obligations and commitments in excess of $250,000; (f) Each Contract terms with respect to Company Debt; (g) Each Contract (i) that (A) is reasonably expected to require the Company Panadero Aggregates or any Subsidiary to make payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year and (B) is not terminable upon less than thirty (30) days prior written notice by the Company or any Subsidiary, as applicable or (ii) pursuant to which the Company or any Subsidiary is reasonably expected to receive payments equal to more than $250,000 in any fiscal year starting on and including the 2015 fiscal year; provided, however, that in the case of each of clauses (i) and (ii), the Company makes no representation or warranty as to any amounts to be actually paid or received under such Contracts; (h) Each Company Contract to which any director, officer, or Affiliate of the Company or any Subsidiary is a party or beneficiary and that involve more than $50,000, except for the Company’s LTIP, Options and Employee Plans; (i) Each Company Contract constituting, incorporating, or relating to any rebate, warranty, indemnity, or similar obligation, except for rebates, warranties, indemnities or similar obligations set forth in Contracts made available by the Company to Buyer; (j) Each Company Contract which provides for indemnification of any officer, director or employee; (k) Each Company Contract relating to any currency, interest rate, or other hedging activity; and (l) Each Company Contract to which any Governmental Authority is a party. Each of the Company Contracts is in full force and effect and is a legal, valid and binding agreement of the Company or a Subsidiaryits Subsidiaries, as applicable, subject only and, to the General Enforceability ExceptionsKnowledge of Panadero Aggregates, each other party to such Company Contract, in each case, except as such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and there (ii) is subject to general principles of equity (regardless of whether enforceability is considered in a Legal Proceeding at law or in equity). There is no existing default or breach and no event has occurred which, with the giving of notice or the lapse of time or both, would constitute such a default or breach, by the Company Panadero Aggregates or a Subsidiaryany of its Subsidiaries, as applicable, or, to the Company’s KnowledgeKnowledge of Panadero Aggregates, any each other party, in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof. To the Company’s Knowledge, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to (i) result in a material violation or breach of any provision of any Company Contract, (ii) give any Person the right to declare a default or exercise any remedy party under any Company ContractContract that, (iii) give any person the right to receive individually or require a rebate, chargeback, penalty or change in delivery schedule under any Company Contract, (iv) give any Person the right to accelerate the maturity or performance of any Company Contract, (v) result in the disclosureaggregate, releasewould have, individually or delivery of any Company source codein the aggregate, or (vi) give any Person the right to cancel, terminate or modify any Company Contract, except for such cancellations, terminations or modifications that are made in accordance with the terms of such Company Contract and that do not result from a violation or breach thereof by the Company. The Company has made available to Buyer a copy of each Company Contract (including all amendments thereto which remain in force and effect)Material Adverse Effect.