Common use of Company Material Contracts Clause in Contracts

Company Material Contracts. All of the material contracts of the Company and its Subsidiaries that are required to be described in the Company SEC Reports or to be filed as exhibits thereto pursuant to Item 601 of Regulation S-K promulgated by the SEC (the “601 Contracts”) are described in the Company SEC Reports or filed as exhibits thereto. All Company Material Contracts (as defined below) are in full force and effect. True and complete copies of the Company Material Contracts have been made available by the Company to Parent. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Responsible Executive Officers of the Company, any other party, is in breach of or in default under the Company Material Contracts, except for such breaches and defaults as individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is party to any agreement containing any provision or covenant limiting, in any material respect, the ability of the Company or any of its Subsidiaries to (a) sell any products or services of or to any other Person, (b) engage in any line of business, or (c) compete with or obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries. As used in this Agreement, the term “Company Material Contract” shall include all of the following types of agreements to which the Company is a party or by which it is bound: (i) 601 Contracts; (ii) contracts involving expected receipts or expenditures in excess of One Hundred Thousand Dollars ($100,000); (iii) contracts granting any exclusive rights to any party; (iv) contracts evidencing indebtedness for borrowed or loaned money of One Hundred Thousand Dollars ($100,000) or more, including guarantees of such indebtedness; (v) contracts involving the in licensing of technology which is included in the Company’s products; (vi) contracts licensing the Company’s products (other than standard form license agreements entered into by the Company in the ordinary course of business that do not individually involve a royalty payment obligation of at least One Hundred Thousand Dollars ($100,000) in the aggregate); (vii) contracts involving the joint development of any product or the joint exploitation of intellectual property by the Company with a third party; and (viii) contracts or subcontracts pursuant to which the Company is providing goods or services to any Governmental Entity, including without limitation the United States federal or state governments or any subdivision thereof.

Company Material Contracts. All of (a) Other than as set forth in the material contracts of the Company and its Subsidiaries that are required exhibits to be described in the Company SEC Reports or to be filed as exhibits thereto pursuant to Item 601 of Regulation S-K promulgated by with the SEC (and publicly available prior to the “601 Contracts”date of this Agreement, Section 4.19(a) are described in of the Company SEC Reports or filed as exhibits thereto. All Disclosure Schedule sets forth a true, correct and complete list of all Company Material Contracts (as defined belowof the date hereof. A true, complete and correct copy of each Company Material Contract, as of the date of this Agreement, that is not marked with an “*” in Section 4.19(a) are in full force and effect. True and complete copies of the Company Material Contracts have Disclosure Schedule has been made available by the Company to ParentParent prior to the date of this Agreement; provided that the Company shall provide to Parent within ten (10) Business Days following the date of this Agreement a true, complete and correct copy of each Company Material Contract marked with an “*” in Section 4.19(a) of the Company Disclosure Schedule. Each Company Material Contract is legal, valid, binding and enforceable on the Company and each Company Subsidiary that is a party thereto, and, to the Company’s Knowledge, on each other Person party thereto, and is in full force and effect except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). (b) Neither the Company nor any of its Subsidiaries norCompany Subsidiary is, and, to the knowledge of the Responsible Executive Officers of the Company’s Knowledge, any no other party, party to a Company Material Contract is in breach of violation of, or in default under (nor does there exist any condition which, upon the passage of time or the giving of notice or both, would cause such a violation of or default under) any Company Material ContractsContract to which it is a party or by which any of its properties or assets is bound, except for such breaches and violations or defaults as that, individually or in the aggregate aggregate, have not had and would not reasonably be expected to have have, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written, or to the Company’s Knowledge, oral notice of its Subsidiaries is party to any agreement containing any provision or covenant limiting, in any material respectviolation of, or material default under, any Company Material Contract. (c) As of the ability date of this Agreement, there is no outstanding Indebtedness of the Company or any of and its Subsidiaries to (a) sell any products or services of or to any other Person, (b) engage in any line of business, or (c) compete with or obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries. As used in this Agreement, the term “Company Material Contract” shall include all of the following types of agreements to which the Company is a party or by which it is bound: (i) 601 Contracts; (ii) contracts involving expected receipts or expenditures in excess of One Hundred Thousand Dollars ($100,000); (iii) contracts granting any exclusive rights to any party; (iv) contracts evidencing indebtedness for borrowed or loaned money of One Hundred Thousand Dollars ($100,000) or more10,000,000 in principal amount, including guarantees of such indebtedness; (v) contracts involving the in licensing of technology which is included other than Indebtedness in the Company’s products; (viprincipal amounts identified by instrument in Section 4.19(c) contracts licensing the Company’s products (other than standard form license agreements entered into by of the Company in the ordinary course of business that do not individually involve a royalty payment obligation of at least One Hundred Thousand Dollars ($100,000) in the aggregate); (vii) contracts involving the joint development of any product or the joint exploitation of intellectual property by the Company with a third party; and (viii) contracts or subcontracts pursuant to which the Company is providing goods or services to any Governmental Entity, including without limitation the United States federal or state governments or any subdivision thereofDisclosure Schedule.

Company Material Contracts. All of the material contracts of (a) Except for this Agreement, the Company and its Subsidiaries that are required to be described Benefit Plans, as set forth in the Company SEC Reports Documents or to be filed as exhibits thereto pursuant to Item 601 of Regulation S-K promulgated by the SEC (the “601 Contracts”in Section 3.20(a) are described in the Company SEC Reports or filed as exhibits thereto. All Company Material Contracts (as defined below) are in full force and effect. True and complete copies of the Company Material Contracts have been made available by Disclosure Letter or agreements entered into after the Company to Parent. Neither the Company nor any of its Subsidiaries nordate hereof in compliance with Section 5.1(a), to the knowledge of the Responsible Executive Officers of the Company, any other party, is in breach of or in default under the Company Material Contracts, except for such breaches and defaults as individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither 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 other material Contract with the Company’s top five (5) suppliers or customers; (ii) any Contract creating or relating to any material partnership, joint venture, strategic alliance or joint development agreement containing or relating to the formation, creation, operation, management or control of any provision partnership or covenant limitingjoint venture or to the ownership of any equity interest in any entity or business enterprise other than Subsidiaries of the Company, in each case material to the Company and its Subsidiaries, taken as a whole; (iii) any contract, agreement, understanding or undertaking containing covenants binding upon the Company or any of its Subsidiaries that materially restrict the ability of the Company or any of its Subsidiaries (or that, following the consummation of the Combination could materially restrict the ability of the Surviving Company or its affiliates) to compete in any business that is material to the Company and its affiliates, taken as a whole, as of the date of this Agreement, or that restricts the ability of the Company or any of its Subsidiaries (or that, following the consummation of the Combination, would restrict the ability of the Surviving Company or its affiliates) to compete with any person or in any geographic area; (iv) any contract, agreement, understanding or undertaking (A) pursuant to which the Company or any of its Subsidiaries is granting any material respectlicense to Company Intellectual Property, (B) pursuant to which the Company or any of its Subsidiaries is being granted any material license to Intellectual Property, or (C) that materially limits, curtails or restrains the ability of the Company or any of its Subsidiaries to exploit any material Company Intellectual Property; (av) sell any products agreement, contract, understanding or services undertaking containing any “standstill” provisions or provisions of similar effect to which the Company or any of its Subsidiaries is a party or of which the Company or any of its Subsidiaries is a beneficiary; (vi) any stockholder or shareholder, investor rights or registration rights agreement or similar agreement, contract, understanding or undertaking between the Company or any of its Subsidiaries and any holder of Company Common Stock or other equity securities of the Company, including any agreement granting any person investor, registration, director designation or similar rights; (vii) each agreement, contract, understanding or undertaking relating to the disposition or acquisition by the Company or any of its Subsidiaries of any business or any material amount of assets, or any investment by the Company or any of its Subsidiaries in any other Personperson, with obligations remaining to be performed or material liabilities or obligations for damages or losses continuing after the date of this Agreement; (bviii) engage any contracts, agreements, understandings or undertakings that contain restrictions with respect to (A) the payment of dividends or any other distributions in any line respect of business, or (c) compete with or obtain products or services from any Person or limiting the ability equity of any Person to provide products or services to the Company or any of its Subsidiaries. As used , (B) the incurrence or guaranteeing of Indebtedness or (C) the creation of Liens that secure Indebtedness; (ix) any loan or credit agreement, contract, note, debenture, bond, indenture, mortgage, security agreement, pledge, capital and financing method leases or other similar agreement pursuant to which any material Indebtedness of the Company or any of its Subsidiaries is outstanding or may be incurred, other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries; (x) any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, contract, understanding or undertaking; (xi) any Contract with a vendor or supplier of the Company or any Subsidiary of the Company pursuant to which payments of five million five hundred thousand dollars ($5,500,000) or more were made during fiscal year 2015; and (xii) any Contract that resulted, for fiscal year 2015, or would reasonably be expected to result, for fiscal year 2016, in payments by or to the Company or its Subsidiaries exceeding five million five hundred thousand dollars ($5,500,000) (all contracts of the type described in this Agreement, the term Section 3.20(a) being referred to herein as “Company Material Contract” shall include Contracts”). The Company has made available to Parent true and complete copies of all Company Material Contracts. (b) Neither the Company nor any Subsidiary of the following types of agreements to which the Company is in breach of or default under the terms of any Company Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. To the knowledge of the Company, no other party to any Company Material Contract is in breach of or by which it default under the terms of any Company Material Contract where such breach or default has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Each Company Material Contract is bound: a valid, binding and enforceable obligation of the Company or the Subsidiary of the Company that is party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, except (i) 601 Contracts; that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally, (ii) contracts involving expected receipts or expenditures in excess that equitable remedies of One Hundred Thousand Dollars ($100,000); 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 therefor may be brought, and (iii) contracts granting any exclusive rights as has not had, or would reasonably be expected to any party; (iv) contracts evidencing indebtedness for borrowed have, individually or loaned money of One Hundred Thousand Dollars ($100,000) or more, including guarantees of such indebtedness; (v) contracts involving the in licensing of technology which is included in the Company’s products; (vi) contracts licensing the Company’s products (other than standard form license agreements entered into by the Company in the ordinary course of business that do not individually involve a royalty payment obligation of at least One Hundred Thousand Dollars ($100,000) in the aggregate); , a Material Adverse Effect on the Company. (viic) contracts involving Since December 31, 2013, neither the joint development Company, any Subsidiary of the Company, nor to the knowledge of the Company, any officer or director of the Company or any Subsidiary of the Company, has been suspended, debarred, proposed for debarment or excluded from any Company Government Contract or government program, or determined to be nonresponsible with respect to any Company Governmental Contract or government program, and, to the knowledge of the Company, there is no threat, proposal or valid basis for such suspension, debarment, proposal for debarment or exclusion of any product of the Company, any Subsidiary of the Company, or the joint exploitation any officer or director of intellectual property by the Company with or any Subsidiary of the Company. For purposes of this Section 3.20(c), “Company Government Contract” means a third party; and (viii) contracts or subcontracts pursuant to which Company Material Contract between the Company is providing goods or services any Subsidiary of the Company, on the one hand, and any Governmental Entity or prime contractor or subcontractor to any a Governmental Entity, including without limitation on the United States federal or state governments or any subdivision thereofother hand.

Company Material Contracts. All of the material contracts (a) Section 4.14(a) of the Company and its Subsidiaries that are required to be described in the Company SEC Reports or to be filed as exhibits thereto pursuant to Item 601 Schedule of Regulation S-K promulgated by the SEC (the “601 Contracts”) are described in the Company SEC Reports or filed as exhibits thereto. All Company Material Contracts (as defined below) are in full force and effect. True and complete copies Exceptions sets forth a list of all of the Company Material following Contracts have been made available by the Company to Parent. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Responsible Executive Officers of the Company, any other party, is in breach of or in default under the Company Material Contracts, except for such breaches and defaults as individually or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is party to any agreement containing any provision or covenant limiting, in any material respect, the ability of which the Company or any of its Subsidiaries to is a party, as of the date hereof, or by which the Company or its Subsidiaries or any of their assets or properties are bound as of the date hereof (aeach, a “Material Contract”): (i) sell any products or services of or each Contract granting a Lien to any Person (other Personthan a Permitted Lien) over a material asset or property of the Company or its Subsidiaries, other than in the Ordinary Course of Business; (bii) engage each Related Party Contract; [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. (iii) each Contract with suppliers in excess of $US 200,000 of the Group Companies or with the clients who are AAA class; (iv) each Contract pursuant to which the Company or any of its Subsidiaries is obligated to pay or entitled to receive more than $US1,000,000 during the last twelve (12)-month period prior to the date hereof; (v) each Contract that contains provisions that prohibit the Company or any of its Subsidiaries from competing in any line of business, business or (c) compete with or obtain products or services from that grants a right of exclusivity to any Person that prevents the Company or limiting any of its Subsidiaries from entering any territory, market or field or freely engaging in its business anywhere in the ability world; and (vi) each Contract that provides acceleration or termination or any other consideration of any Person kind with respect to provide products any change of Control of the Company. (b) Each Material Contract is valid and binding on the Company or services its Subsidiaries, as the case may be, and except as listed in Section 4.14(b) of the Company Schedule of Exceptions, to the Knowledge of the Company, is in full force and effect. No counterparty to a Material Contract has given written notice to the Company or any of its Subsidiaries that it intends to terminate the applicable Material Contract with the Company or any of its Subsidiaries. As used There are no material defaults or delays under any Material Contract which are likely to result in this Agreement, the term “Company Material Contract” shall include all of the following types of agreements to which the Company is a party or by which it is bound: (i) 601 Contracts; (ii) contracts involving expected receipts or expenditures in excess of One Hundred Thousand Dollars ($100,000); (iii) contracts granting any exclusive rights to any party; (iv) contracts evidencing indebtedness for borrowed or loaned money of One Hundred Thousand Dollars ($100,000) or more, including guarantees of such indebtedness; (v) contracts involving the in licensing of technology which is included in the Company’s products; (vi) contracts licensing the Company’s products (other than standard form license agreements entered into claim being made by the Company in the ordinary course of business that do not individually involve a royalty payment obligation of at least One Hundred Thousand Dollars ($100,000) in the aggregate); (vii) contracts involving the joint development of any product or the joint exploitation of intellectual property by the Company with a third party; and (viii) contracts or subcontracts pursuant to which the Company is providing goods or services to any Governmental Entity, including without limitation the United States federal or state governments or any subdivision thereofof its Subsidiaries against the counterparty to such Material Contracts or vice-versa.

Company Material Contracts. All The Company Disclosure Letter contains a correct and complete list of the material contracts of following (hereinafter referred to as the Company and its Subsidiaries that are required to be described in the Company SEC Reports or to be filed as exhibits thereto pursuant to Item 601 of Regulation S-K promulgated by the SEC (the “601 Contracts”) are described in the Company SEC Reports or filed as exhibits thereto. All Company Material Contracts (as defined below) are in full force and effect. True and complete copies of the Company Material Contracts have been made available by the Company to Parent. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Responsible Executive Officers of the Company, any other party, is in breach of or in default under the "Company Material Contracts"): (i) all bonds, except for such breaches and defaults as individually debentures, notes, mortgages, indentures or in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is party to any agreement containing any provision or covenant limiting, in any material respect, the ability of the Company or any of its Subsidiaries to (a) sell any products or services of or to any other Person, (b) engage in any line of business, or (c) compete with or obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries. As used in this Agreement, the term “Company Material Contract” shall include all of the following types of agreements guarantees to which the Company is a party or by which it any of its properties or assets (real, personal or mixed, tangible or intangible) is bound: (i) 601 Contracts; ; (ii) contracts involving expected receipts all leases to which the Company is a party or expenditures in excess by which any of One Hundred Thousand Dollars its properties or assets ($100,000); real, personal or mixed, tangible or intangible) is bound; (iii) contracts all loans and credit commitments to the Company which are outstanding, together with a brief description of such commitments and the name of each financial institution granting any exclusive rights to any party; the same; (iv) all contracts evidencing indebtedness for borrowed or loaned money of One Hundred Thousand Dollars ($100,000) agreements which limit or more, including guarantees of such indebtedness; restrict the Company from engaging in any business in any jurisdiction or limit or restrict others from competing with the Company in any jurisdiction; (v) contracts involving the in licensing of technology which is included in the Company’s products; (vi) contracts licensing the Company’s products (other than standard form license all agreements entered into and documentation evidencing currently outstanding loans or advances made by the Company to or on behalf of its customers other than trade credit extended in the ordinary course of business that do not individually involve a royalty payment obligation the Company's business; and (vi) all existing contracts and commitments (other than those described in subparagraphs (i), (ii), (iii), (iv) or (v) of at least One Hundred Thousand Dollars ($100,000) in the aggregate); (vii) contracts involving the joint development of any product or the joint exploitation of intellectual property by this Section 3.9, and the Company with a third party; and Benefit Plans (viiias hereinafter defined)) contracts or subcontracts pursuant to which the Company is providing goods a party or services by which its respective properties or assets may be bound involving an annual commitment or annual payment by any party thereto of more than $1,000 individually, or which have a fixed term extending more than twelve (12) months from the date hereof and which involve a total commitment or payment by any party thereto of more than $5,000. True and complete copies of all Company Material Contracts, including all amendments thereto, have been made available to NM. The Company Material Contracts are valid and enforceable in accordance with their respective terms with respect to the Company and, to the best knowledge of the Company, are valid and enforceable in accordance with their respective terms with respect to any Governmental Entityother party thereto, including without limitation in each case subject to applicable bankruptcy, insolvency and other similar laws affecting the United States federal enforceability of creditors' rights generally, general equitable principles and the discretion of courts in granting equitable remedies. Except as set forth in the Company Disclosure Letter, there is not under any of the Company Material Contracts any existing breach, default or state governments event of default by the Company or event that with notice or lapse of time or both would constitute a breach, default or event of default by the Company nor does the Company know of, and the Company has not received notice of, or made a claim with respect to, any subdivision thereofbreach or default by any other party thereto.

Company Material Contracts. All (a) Section 2.22(a) of the Company Disclosure Schedule sets forth a list as of the date of this Agreement of each of the following types of written contracts to which any of the Company or its subsidiaries is a party (collectively, the “Company Material Contracts”), in each case, except to the extent set forth in the exhibit index in a Company SEC Report: (i) any employment, management, severance, change in control or indemnification arrangements or agreements with any current or former employee of the Company or any of its subsidiaries or any other person that has future required scheduled payments in excess of $150,000 per annum, other than those terminable by the Company or any of its subsidiaries on no more than 30 days notice without material contracts liability or obligation; (ii) any employee collective bargaining agreement; (iii) any agreement under which the Company or any of its subsidiaries has advanced or loaned any amount to any of its directors, officers, managers or employees outside of the ordinary course of business; (iv) any agreement containing a covenant not to compete, exclusivity provision, right of first or last refusal or negotiation or similar right to any of the foregoing granted by the Company or any of its subsidiaries in favor of a third party that materially impairs the business of the Company and its Subsidiaries subsidiaries as currently conducted, taken as a whole; (v) any agreement relating to the licensing of any material Intellectual Property by the Company or any of its subsidiaries to a third party or by a third party to the Company or any of its subsidiaries or otherwise affecting the Company’s ability to use or exploit any material Company Intellectual Property or the Intellectual Property rights of third parties material to the Company’s business (in all cases, excluding agreements for commercially available, off-the-shelf software); (vi) any material manufacturing or quality agreements relating to the sale or distribution of any products of the Company; (vii) any material joint venture, partnership or similar arrangement; (viii) any lease or similar agreement under which (a) the Company or one of its subsidiaries is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third party or (b) the Company or one of its subsidiaries is a lessor or sublessor of, or makes available for use by any third party, any tangible personal property owned or leased by the Company or one of its subsidiaries, in any case which has future required scheduled payments in excess of $250,000 per annum; (ix) any agreement or contract under which the Company or one of its subsidiaries has borrowed any money or issued any note, indenture or other evidence of Indebtedness (as defined in Section 4.1(p)) or guaranteed Indebtedness or liabilities of others (other than intercompany Indebtedness among the Company and its subsidiaries, guarantees of Indebtedness of the Company or any of its subsidiaries, endorsements for the purpose of collection, or purchases of equipment or materials made under conditional sales contracts, in each case in the ordinary course of business ) or any letter of credit issued on behalf of the Company or any of its subsidiaries having an outstanding principal amount in excess of $1,000,000; (x) any agreement for the sale or purchase of any material asset other than in the ordinary course of business entered into since January 1, 2008 with a purchase price in excess of $1,000,000; (xi) any other agreement (including any consulting agreement), contract, lease, license or instrument, in each case not included in clauses (i) through (x) above or set forth on any of the other sections of the Company Disclosure Schedule, to which the Company or one of its subsidiaries is a party or by or to which any of their assets are bound or subject that are has a remaining term of more than one year and is not terminable (without penalty) on notice of 12 months or less and that has future required scheduled payments to be described or by the Company or one of its subsidiaries in excess of $250,000 per annum (other than warranty obligations in the ordinary course of business, purchase orders and leases). (b) The Company has delivered to, or made available for inspection by, Purchaser (including by filing with the SEC) a copy of each Company Material Contract. Except as disclosed in the Company SEC Reports or to be filed as exhibits thereto pursuant to Item 601 of Regulation S-K promulgated by the SEC (the “601 Contracts”) are described in the Company SEC Reports or filed as exhibits thereto. All Disclosure Schedule, each Company Material Contracts (as defined below) are Contract is in full force and effect. True , and complete copies is a valid binding and enforceable obligation of the Company Material Contracts have been made available by the Company to Parent. Neither the Company nor any of or its Subsidiaries norsubsidiaries and, to the knowledge Company’s knowledge, of the Responsible Executive Officers of the Companyother parties thereto where such failure to be so valid, any other partybinding and enforceable and in full force and effect would not, is in breach of or in default under the Company Material Contracts, except for such breaches and defaults as individually or in the aggregate have aggregate, constitute a Material Adverse Effect. The Company or one of its subsidiaries, as applicable, is not had and (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder except for those breaches or defaults that would not reasonably be expected to have a Company Material Adverse Effect. Neither The Company has not received any written notice or, to the Company nor any Company’s knowledge, threat of its Subsidiaries breach, termination, cancellation or non-renewal that is party currently in effect with respect to any agreement containing any provision or covenant limiting, in any material respect, the ability of the Company or any of its Subsidiaries to (a) sell any products or services of or to any other Person, (b) engage in any line of business, or (c) compete with or obtain products or services from any Person or limiting the ability of any Person to provide products or services to the Company or any of its Subsidiaries. As used in this Agreement, the term “Company Material Contract” shall include all of the following types of agreements to which the Company is a party or by which it is bound: (i) 601 Contracts; (ii) contracts involving expected receipts or expenditures in excess of One Hundred Thousand Dollars ($100,000); (iii) contracts granting any exclusive rights to any party; (iv) contracts evidencing indebtedness for borrowed or loaned money of One Hundred Thousand Dollars ($100,000) or more, including guarantees of such indebtedness; (v) contracts involving the in licensing of technology which is included in the Company’s products; (vi) contracts licensing the Company’s products (other than standard form license agreements entered into by the Company in the ordinary course of business that do not individually involve a royalty payment obligation of at least One Hundred Thousand Dollars ($100,000) in the aggregate); (vii) contracts involving the joint development of any product or the joint exploitation of intellectual property by the Company with a third party; and (viii) contracts or subcontracts pursuant to which the Company is providing goods or services to any Governmental Entity, including without limitation the United States federal or state governments or any subdivision thereof.

Company Material Contracts. All of the material contracts Section 6I of the Company and its Subsidiaries that are required to be described in the Company SEC Reports or to be filed Disclosure Letter sets forth a list as exhibits thereto pursuant to Item 601 of Regulation S-K promulgated by the SEC (the “601 Contracts”) are described in the Company SEC Reports or filed as exhibits thereto. All Company Material Contracts (as defined below) are in full force and effect. True and complete copies of the Company Material Contracts have been made available by the Company to Parent. Neither the Company nor any date of its Subsidiaries nor, to the knowledge this Agreement of each of the Responsible Executive Officers following types of the Company, any other party, is in breach of or in default under the Company Material Contracts, except for such breaches and defaults as individually or in the aggregate have not had and would not reasonably be expected written contracts to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries is party to any agreement containing any provision or covenant limiting, in any material respect, the ability of which the Company or any of its Subsidiaries to is a party (acollectively, the “Company Material Contracts”): (i) sell any products employment agreement with any employee of the Company or services one of its Subsidiaries that provides for more than 60-days severance; (ii) any employee collective bargaining agreement; (iii) any agreement or contract (including but not limited to any other Personleases or licenses) to which a Physician is a party, whether or not such agreement or contract relates to medical services; (biv) engage in any line of businessProvider Agreements or any agreement or contract with any insurance company, prepaid health plan, health maintenance organization, preferred provider organization, independent practice association, private or public healthcare program, or (c) compete with or obtain products or services from any Person or limiting the ability of any Person other entity to provide products or services to enrollees, beneficiaries or patients, other than single case agreements; (v) any agreement containing a covenant not to compete granted by the Company or any of its Subsidiaries in favor of a third party; (vi) any Leases or any other lease or similar agreement under which (a) the Company or its Subsidiaries is lessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by a third party or (b) the Company or its Subsidiaries is a lessor or sublessor of, or makes available for use by any third party, any tangible personal property owned or leased by the Company or its Subsidiaries. As used , in this Agreement, the term “Company Material Contract” shall include all any case which has future required scheduled payments in excess of the following types $50,000 per annum and is not terminable by it upon notice of agreements to 60 calendar days or less for a cost of less than $50,000; (vii) any agreement or contract under which the Company is a party or by which it is bound: (i) 601 Contracts; (ii) contracts involving expected receipts its Subsidiaries has borrowed any money or expenditures in excess issued any note, indenture or other evidence of One Hundred Thousand Dollars ($100,000); (iii) contracts granting any exclusive rights to any party; (iv) contracts evidencing funded indebtedness for borrowed or loaned money guaranteed indebtedness or liabilities of One Hundred Thousand Dollars ($100,000) or more, including guarantees of such indebtedness; (v) contracts involving the in licensing of technology which is included in the Company’s products; (vi) contracts licensing the Company’s products others (other than standard form license agreements entered into by endorsements for the Company purpose of collection, or purchases of equipment or materials made under conditional sales contracts, in each case in the ordinary course of business that do not individually involve a royalty payment obligation business), in each case having an outstanding principal amount in excess of at least One Hundred Thousand Dollars ($100,000) in the aggregate); (vii) contracts involving the joint development of any product or the joint exploitation of intellectual property by the Company with a third party; and 50,000; (viii) contracts any agreement or subcontracts pursuant contract that has any “most favored nation” or similar preferential treatment clause; or (ix) any other agreement, contract, lease, license or instrument, in each case not included in clauses (i) through (ix) above or set forth on any of the other sections of the Company Disclosure Letter, to which the Company or its Subsidiaries is providing goods a party and which has future required scheduled payments to or services by the Company or its Subsidiaries in excess of $100,000 per annum and is not terminable by it upon notice of 60 calendar days or less for a cost of less than $100,000 (other than warranty obligations in the ordinary course of business). The Company or one of its Subsidiaries has delivered to, or made available for inspection by, Buyer a copy of each Company Material Contract. Except as disclosed on Section 6I of the Company Disclosure Letter, the Company or one of its Subsidiaries has performed all material obligations required to any Governmental Entitybe performed by it to date under the Company Material Contracts and is not (with or without the lapse of time or the giving of notice, including without limitation the United States federal or state governments both) in breach or default thereunder, except for failures to perform or any subdivision thereofsuch breach or default that would not be material to the Company and its Subsidiaries, taken as a whole. Each of the Company Material Contracts is a legal binding obligation enforceable against the Company or its Subsidiary that is a party to such Company Material Contract, as applicable, and to the Knowledge of the Company, the counter-party to such Company Material Contract.

Company Material Contracts. All of the material contracts (a) Except as set forth in Section 4.10(a) of the Company and its Subsidiaries that are required to be described in the Company SEC Reports or to be filed Disclosure Letter, as exhibits thereto pursuant to Item 601 of Regulation S-K promulgated by the SEC (the “601 Contracts”) are described in the Company SEC Reports or filed as exhibits thereto. All Company Material Contracts (as defined below) are in full force and effect. True and complete copies of the Company Material Contracts have been made available by the Company to Parent. Neither date of this Agreement, neither the Company nor any of its Subsidiaries nor, are parties to the knowledge and none of their respective properties or assets are bound by or subject to (Contracts of the Responsible Executive Officers of following types, the Company, any other party, is in breach of or in default under the “Company Material Contracts”): (i) any Contract that is a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the SEC); (ii) any Contract for the purchase of goods or products or for the receipt of services (other than with respect to Software or Intellectual Property), except for such breaches the performance of which will extend over a period of one (1) year or more and defaults as individually which involved payments by the Company or its Subsidiaries in excess of $2,000,000 in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither during the fiscal year ended March 31, 2018; (iii) any Contract for the purchase, transfer or license of Intellectual Property or for the receipt of services comprising Software, in each case, in consideration for payments by the Company nor any of or its Subsidiaries is party in excess of $2,000,000 in the aggregate during the fiscal year ended March 31, 2018; (iv) any Contract for the furnishing of goods, products or services (other than Contracts of a type required to be disclosed pursuant to clause (iii) above)) by the Company or its Subsidiaries, the performance of which involved payments to the Company or its Subsidiaries in excess of $10,000,000 in the aggregate during the fiscal year ended March 31, 2018; (v) any agreement Contract concerning the establishment, operation, governance or control of a material partnership, joint venture or joint ownership arrangement with a third party; (vi) any Contract concerning Company Leased Real Property; (vii) any Contract with a Governmental Entity or Government Official; (viii) any Contract with any Person included on OFAC’s Sectoral Sanctions Identifications List (“SSI Contracts”); (ix) any Contract containing any provision or (A) a covenant limiting, in any material respect, materially restricting the ability of the Company or any of its Subsidiaries to (a) sell any products or services of or to any other Person, (b) engage in any line of businessbusiness or in any geographic area or to compete with any Person, to market any product or to solicit customers, (B) a provision granting the other party “most favored nation” status or equivalent preferential pricing terms or (cC) compete other than a Contract with Parent or obtain products its Affiliates, a provision granting the other party exclusivity or services from similar rights, other than teaming or similar agreements entered into in the ordinary course of business where the restrictions apply solely to the Contract or pursuit that is the subject matter of the teaming or similar agreement (and any Person extensions or limiting recompetes in respect thereof); (x) any Contract (A) for the ability sale of any of the Company’s or any of its Subsidiaries’ assets in excess of $10,000,000 in the aggregate (other than sale of assets in the ordinary course of business and consistent with past practices), (B) that relates to the acquisition of assets (other than in the ordinary course of business) or shares or other securities (by merger, capital contribution or otherwise) of any Person after the date of this Agreement with a total consideration of more than $10,000,000 in the aggregate, (C) that contains a put, call, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any of the foregoing or (D) entered into since April 1, 2015 that relates to the sale, transfer or other disposition of a business or assets by the Company or any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries has any continuing indemnification, guarantee, “earnout” or other contingent, deferred or fixed payment obligations that would reasonably be expected to result in aggregate payments in excess of $10,000,000; (xi) any Contract pursuant to which the Company or any of its Subsidiaries has or will incur or assume any indebtedness for borrowed money or has or will guarantee or otherwise become liable for any indebtedness of any other Person for borrowed money, other than any such Contract solely between or among the Company and any of its wholly-owned Subsidiaries; (xii) any Contract that requires the Company or any of its Subsidiaries to make any advance, loan or commitment therefor or provide products any credit support for or services to any capital contribution to, or other investment in, any Person (other than the Company or any of its Subsidiaries. As used ) in excess of $5,000,000; (xiii) any Contract between (A) the Company or any of the Company’s Subsidiaries, on the one hand, and (B) any Affiliate of the Company (other than the Company’s wholly-owned Subsidiaries), on the other hand (including, for the avoidance of doubt, IBS Group Holding Limited and its Affiliates); (xiv) any Contract for the furnishing of goods, products or services by the Company or its Subsidiaries to or for any Person who is organized or domiciled in Russia; or (xv) any Contract that limits or otherwise restricts (A) the payment of dividends or distributions in respect of the shares or equity interests of the Company or any of its Subsidiaries or (B) the granting of Liens on any property or asset of the Company or any of its Subsidiaries (other than Permitted Liens). (b) The Company has made available to Parent true, complete and correct copies of each Company Material Contract as in effect on the date of this Agreement. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, as of the date hereof, (i) each Company Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, and, to the Knowledge of the Company, the term “counterparty thereto, and is in full force and effect, subject to the Remedies Exception; and (ii) neither the Company nor any of its Subsidiaries is and, to the Knowledge of the Company, no other party is, in breach or violation of, or in default under, any Company Material Contract” shall include all , and no event has occurred which would result in a breach or violation of, or a default under, any Company Material Contract, in each case, with or without notice or lapse of the following types of agreements to which the Company is a party time (or by which it is bound: (i) 601 Contracts; (ii) contracts involving expected receipts or expenditures in excess of One Hundred Thousand Dollars ($100,000both); (iii) contracts granting any exclusive rights to any party; (iv) contracts evidencing indebtedness for borrowed or loaned money of One Hundred Thousand Dollars ($100,000) or more, including guarantees of such indebtedness; (v) contracts involving the in licensing of technology which is included in the Company’s products; (vi) contracts licensing the Company’s products (other than standard form license agreements entered into by the Company in the ordinary course of business that do not individually involve a royalty payment obligation of at least One Hundred Thousand Dollars ($100,000) in the aggregate); (vii) contracts involving the joint development of any product or the joint exploitation of intellectual property by the Company with a third party; and (viii) contracts or subcontracts pursuant to which the Company is providing goods or services to any Governmental Entity, including without limitation the United States federal or state governments or any subdivision thereof.

Company Material Contracts. All (a) Section 3.18(a) of the Company Disclosure Letter lists the following contracts to which the Company or any of its Subsidiaries is a party or may be otherwise bound by as of the date of this Agreement, other than the Company Benefit Plans, the Company Insurance Policies, this Agreement and the other agreements entered into in connection with the transactions contemplated herein (the “Company Material Contracts”): (i) any contract containing (A) any right of any exclusivity in favor of the other parties thereto and involving aggregate payments in any calendar year to or from the Company or any Subsidiary thereof in excess of $2,000,000 or (B) any covenant limiting, to a degree that is material contracts to the Company and its Subsidiaries, taken as a whole, the ability of the Company or any of its Subsidiaries to engage in any line of business or compete with any Person or in any geographic area; (ii) each contract that creates, governs or controls any material partnership, joint venture or other similar arrangement with respect to the Company or any of its Subsidiaries; (iii) each contract that (A) provides for or relates to Indebtedness of the Company or its Subsidiaries having an outstanding amount in excess of $1,000,000 under such contract (other than any Indebtedness between or among any of the Company and any of its wholly-owned Subsidiaries, including any performance guarantee made by the Company or any of its wholly-owned Subsidiaries on behalf of any direct or indirect wholly-owned Subsidiary of the Company) (a “Debt Agreement”), (B) grants a Lien, other than a Permitted Lien, on any property or asset of the Company or its Subsidiaries that are taken as a whole is material to the Company and its Subsidiaries, taken as a whole, (C) restricts the granting of Liens on any property or asset of the Company or its Subsidiaries that taken as a whole is material to the Company and its Subsidiaries, taken as a whole (except for leases, license and contracts relating to Indebtedness), or the incurrence or guaranteeing of any Indebtedness, (D) provides for or relates to any material interest, currency or hedging, derivatives or similar contracts or arrangements or (E) restricts payment of dividends or any distributions in respect of the equity interests of the Company or any of its Subsidiaries; (iv) each contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) other than this Agreement pursuant to which any material earn-out, deferred or contingent payment, indemnification, or other material obligations remain outstanding (excluding indemnification obligations in respect of representations and warranties that survive indefinitely or for periods equal to a statute of limitations); (v) each contract, taking into account all purchase orders under such contract, that involved aggregate payments to or from the Company or any Subsidiary thereof during the twelve-month period ended March 31, 2014 of $10,000,000 or more, except for any such contract that may be cancelled without material liability by the Company or any Subsidiary thereof upon notice of 90 days or less; (vi) each contract with a Governmental Entity for aggregate consideration in excess of $5,000,000; (vii) each contract for the employment of any employee, director, officer or other Person on a full-time, part-time, consulting or other basis providing for annual base compensation in excess of $150,000 or containing any non-competition or non-solicitation provisions in favor of the Company or any of its Subsidiaries; and (viii) each contract that grants any (A) put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to be described purchase or sell, as applicable, or (B) any rights of first refusal, rights of first offer or other similar rights to, in each case with respect to any material asset of the Company SEC Reports or to be filed as exhibits thereto pursuant to Item 601 of Regulation S-K promulgated by the SEC its Subsidiaries. (the “601 Contracts”b) are described in Each Company Material Contract is valid and binding on the Company SEC Reports or filed as exhibits one of its Subsidiaries party thereto. All Company Material Contracts (as defined below) are , and, to the Knowledge of the Company, each other party thereto, and is in full force and effect. True and complete copies of , except to the extent such Company Material Contracts have been made available by the Company to Parent. Neither the Company nor any of Contract has previously expired in accordance with its Subsidiaries norterms or as would not, to the knowledge of the Responsible Executive Officers of the Company, any other party, is in breach of or in default under the Company Material Contracts, except for such breaches and defaults as individually or in the aggregate have not had and would not aggregate, reasonably be expected to have result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries Subsidiaries, or, to the Knowledge of the Company, the other parties thereto, is in violation of, or default under, any provision of any Company Material Contract, and to the Knowledge of the Company, no party to any agreement containing Company Material Contract has committed or failed to perform any provision or covenant limitingact under and no event has occurred which, in any material respect, the ability of the Company or any of its Subsidiaries to (a) sell any products or services of or to any other Person, (b) engage in any line of business, or (c) compete with or obtain products without notice, lapse of time or services from any Person or limiting both, would reasonably be expected to result in a default under the ability provisions of any Person to provide products or services to the Company or any of its Subsidiaries. As used in this Agreement, the term “such Company Material Contract” shall include all of the following types of agreements to which the Company is a party , except in each case for such violations, defaults, acts, events or by which it is bound: (i) 601 Contracts; (ii) contracts involving expected receipts failures as would not, individually or expenditures in excess of One Hundred Thousand Dollars ($100,000); (iii) contracts granting any exclusive rights to any party; (iv) contracts evidencing indebtedness for borrowed or loaned money of One Hundred Thousand Dollars ($100,000) or more, including guarantees of such indebtedness; (v) contracts involving the in licensing of technology which is included in the Company’s products; (vi) contracts licensing the Company’s products (other than standard form license agreements entered into by the Company in the ordinary course of business that do not individually involve a royalty payment obligation of at least One Hundred Thousand Dollars ($100,000) in the aggregate); (vii) contracts involving the joint development of any product or the joint exploitation of intellectual property by the , reasonably be expected to result in a Company with a third party; and (viii) contracts or subcontracts pursuant to which the Company is providing goods or services to any Governmental Entity, including without limitation the United States federal or state governments or any subdivision thereofMaterial Adverse Effect.

Company Material Contracts. All (a) Section 4.09(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true and complete list of each Contract to which the Company or any of its Subsidiaries is a party, and which falls within any of the following categories: (i) any joint venture or partnership agreement that is material contracts to the operation of the Company and its Subsidiaries, taken as a whole; (ii) any Contract (other than Interconnection Agreements) that involves annual future expenditures or receipts by the Company or any of its Subsidiaries of more than $500,000; (iii) any Contract relating to Indebtedness; (iv) Interconnection Agreements; (v) any Contract for Material Leased Real Property; (vi) any Contract pursuant to which any material Intellectual Property Right is, or is required to be, licensed to any Acquired Company (other than Contracts for commercially available off-the-shelf software, non-disclosure agreements, and Contacts under which licensing of Intellectual Property Rights is incidental to the primary subject matter of the Contract); (vii) any Contract of the Company or one of its Subsidiaries that are required materially restricts or limits the ability of the Acquired Companies, or the Surviving Corporation after the Effective Time, to be described compete in the any line of business, in any geographic area or with any Person; (viii) any settlement agreement requiring payment of $250,000 or more by any Acquired Company SEC Reports or to be filed that has not been fully performed; and (ix) any other “material contract” (as exhibits thereto pursuant to such term is defined in Item 601 601(b)(10) of Regulation S-K promulgated by of the SEC (SEC). Each Contract of the “601 Contracts”) are type described in the Company SEC Reports or filed this Section 4.09(a) is referred to herein as exhibits thereto. All a “Company Material Contracts (as defined below) are in full force and effect. Contract.” True and complete copies of the each Company Material Contracts Contract have been made available by the Company to Parent. Neither , or publicly filed with the SEC. (b) Each Company Material Contract is a valid, binding and enforceable obligation of the Company nor any or one of its Subsidiaries norand, to the knowledge of the Responsible Executive Officers Knowledge of the Company, any of the other partyparty or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions, and each Company Material Contract is in breach of or in default under the Company Material Contractsfull force and effect, except for such breaches where the failure to be valid, binding, enforceable and defaults as individually or in the aggregate have full force and effect has not had and would not reasonably be expected to have have, individually or in the aggregate, a Company Material Adverse EffectEffect (except for those Company Material Contracts that expire or terminate in accordance with their terms after the date hereof). Neither As of the Company nor any date of its Subsidiaries is party to any agreement containing any provision or covenant limitingthis Agreement, in any material respect, the ability none of the Company or any of its Subsidiaries to (a) sell any products or services of or to any other Person, (b) engage in any line of business, or (c) compete with or obtain products or services from any Person or limiting the ability has received written notice of any Person to provide products material violation or services to the Company or default under any of its Subsidiaries. As used in this Agreement, the term “Company Material Contract” shall include . The Company and each of its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the following types of agreements Company, each other party to which the each Company is a party or Material Contract has in all material respects performed all obligations required to be performed by which it is bound: (i) 601 Contracts; (ii) contracts involving expected receipts or expenditures in excess of One Hundred Thousand Dollars ($100,000); (iii) contracts granting any exclusive rights to any party; (iv) contracts evidencing indebtedness for borrowed or loaned money of One Hundred Thousand Dollars ($100,000) or more, including guarantees of under such indebtedness; (v) contracts involving the in licensing of technology which is included in the Company’s products; (vi) contracts licensing the Company’s products (other than standard form license agreements entered into by the Company in the ordinary course of business that do not individually involve a royalty payment obligation of at least One Hundred Thousand Dollars ($100,000) in the aggregate); (vii) contracts involving the joint development of any product or the joint exploitation of intellectual property by the Company with a third party; and (viii) contracts or subcontracts pursuant to which the Company is providing goods or services to any Governmental Entity, including without limitation the United States federal or state governments or any subdivision thereofMaterial Contract.