Common use of Company Material Contracts Clause in Contracts

Company Material Contracts. (a) Section 3.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the following Contracts to which the Company, as of the date of this Agreement, is a party, other than any Company Benefit Plan set forth on Section 3.16(a) of the Company Disclosure Schedules (“Company Material Contracts”): (i) any unitholder, partnership, investors’ rights, voting, right of first refusal and co-sale, or registration rights agreement, or other Contract with a holder of Equity Interests of the Company relating to its ownership of such equity securities; (ii) any non-competition Contract or other Contract that purports to limit (A) the ability of the Company from operating or doing business in any location, market or line of business, (B) the Persons to whom the Company may sell products or deliver services or (C) the Persons that the Company may hire or solicit for hire; (iii) any employment or consulting Contract with any current or former employee (to the extent of any ongoing liability) or individual service provider of the Company that (A) provides annual base salary or annual fees in excess of $250,000 or (B) is not terminable at-will and without any liability to the Company (other than standard employee confidentiality or non-disclosure agreements) or that cannot be terminated without the payment of severance or similar separation payments (except to the extent required by applicable Law); (iv) change in control, transaction bonus, retention bonus, stay and pay or similar agreements with any current or former (to the extent of any ongoing liability) employee or individual service provider of the Company; (v) any Contract under which it is a licensee of or is otherwise granted by a third party any rights to use any Intellectual Property (other than non-exclusive end user licenses of commercially available Software or Software as a service with annual fees of less than $150,000, confidentiality or non-disclosure agreements and non-exclusive licenses to background Intellectual Property granted by consultants or contractors); (vi) any Contract under which it is a licensor or otherwise grants to a third party any rights to use any Intellectual Property, other than Intellectual Property licensed to customers on a non-exclusive basis; (vii) any Contract for the development of Intellectual Property by a third party for the benefit of the Company (other than agreements entered into with employees, contractors or consultants on the Company’s forms) or otherwise restricting the Company’s use of any Company Owned Intellectual Property (including settlement agreements, coexistence agreements, covenant not to sue agreements, and consent to use agreements); (viii) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization covering employees of the Company (each a “Labor Agreement”); (ix) any material Contract providing for indemnification by the Company of any Person, except for any such Contract that is entered into in the Ordinary Course; (x) any Contract evidencing Indebtedness of the Company in excess of $250,000; (xi) any Contract under which the Company is lessee of or holds or operates any tangible property, including real property, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000; (xii) any Contract involving the formation of a (A) joint venture, (B) partnership or (C) limited liability company (excluding the Company); (xiii) any Contracts listed on Section 3.21 of the Company Disclosure Schedules; (xiv) any Contract with any Material Supplier; (xv) any Contract or group of related Contracts (other than non-continuing purchase orders) reasonably expected to result in future payments to or by the Company in excess of $500,000 per annum, except for Contracts that are terminable on less than thirty (30) days’ notice without penalty; (xvi) any Contract that grants to any Person, other than the Company, (A) a most favored pricing provision or (B) any exclusive rights, rights of first refusal, rights of first negotiation or similar rights; (xvii) any Contract entered into for the settlement or conciliation of any Action for which the Company has any material ongoing liability or obligation; (xviii) any Contract requiring or providing for any capital expenditure by the Company after December 31, 2022 in excess of $500,000; (xix) any material interest rate, currency or other hedging Contract; (xx) any Contract for (A) the divestiture of any material business, properties or assets of the Company or (B) the acquisition by the Company of any material operating business, properties or assets, whether by merger, purchase, sale of stock or assets or otherwise, in each case, which contains continuing obligations or liabilities with respect to the Company; (xxi) any material distributor, reseller, sales representative, marketing or advertising Contract (other than non-continuing purchase orders); (xxii) any Contract containing any provision pursuant to which the Company will be obligated to make a payment to any Person at the Closing as a direct result of the consummation of the Transactions; (xxiii) any Related Party Contract; or (xxiv) any other Contract (other than non-continuing purchase orders) not of the types described above in this Section 3.12 that involves consideration paid or received by the Company in excess of $500,000 in the current fiscal year of the Company. (b) The Company Material Contracts (except those that are canceled, rescinded or terminated after the date hereof in accordance with their terms) are in full force and effect in all material respects in accordance with their respective terms with respect to the Company, and, to the Knowledge of the Company, the other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There does not exist under any Company Material Contract any event of material default or event or condition that constitutes a material violation, breach or event of default thereunder on the part of the Company, in each case, that is material to the Company. The Company has not given notice of its intent to terminate, materially modify, materially amend or otherwise materially alter the terms and conditions of any Company Material Contract and has not received any such written notice from any other party thereto, in each case other than in connection with the scheduled end or termination or other non-breach related expiration of such Contract.

Company Material Contracts. (a) Section 3.12(aSchedule ‎3.12(a) of the Company Disclosure Schedules sets forth a true, complete and correct and complete list of the following Contracts to which any of the CompanyGroup Companies is a party or by which it is bound, in each case, as of the date of this AgreementAgreement (the following, is a partycollectively, other than any Company Benefit Plan set forth on Section 3.16(a) of the Company Disclosure Schedules (“Company Material Contracts”):) of: (i) any unitholder, partnership, investors’ rights, voting, right Contract for the lease of first refusal and co-sale, or registration rights agreement, or other Contract with a holder personal property having annual rents in excess of Equity Interests of the Company relating to its ownership of such equity securities$15,000; (ii) any non-competition Contract (excluding purchase orders) for the purchase of materials, supplies, goods, services, equipment or other Contract that purports to limit assets providing for either (A) the ability of annual payments by the Company from operating and its Subsidiaries of $500,000 or doing business in any location, market more or line of business, (B) the Persons to whom aggregate payments by the Company may sell products and its Subsidiaries of $500,000 or deliver services or (C) the Persons that the Company may hire or solicit for hiremore; (iii) any sales, distribution or other similar Contract providing for the sale by the Company or any of its Subsidiaries of materials, supplies, goods, equipment or other assets that provides for either (A) annual payments to the Company and its Subsidiaries of $100,000 or more or (B) aggregate payments to the Company and its Subsidiaries of $250,000 or more; (iv) any Contract with a Top 20 Client; (v) any Contract with a Top 20 Vendor; (vi) any partnership, joint venture, collaboration or other similar agreement or arrangement; (vii) any Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), since January 1, 2016 or which contain unsatisfied obligations or liabilities of the Group Companies; (viii) any Contract relating to Indebtedness (in either case, whether incurred, assumed, guaranteed or secured by any asset) and involving amounts in excess of $300,000; (ix) any employment or consulting restrictive covenant Contract with any current or former employee (to the extent of any ongoing liability) or individual service provider of the Company Service Provider that (A) provides annual base salary or annual fees in excess of $250,000 or (B) is not terminable at-at will and without any liability to the Company (other than standard employee confidentiality or non-disclosure agreements) or that cannot be terminated without the payment of severance or similar separation payments (except to the extent required by applicable Law); (iv) change in control, transaction bonus, retention bonus, stay and pay or similar agreements with any current or former (to the extent of any ongoing liability) employee or individual service provider of the Company; (vx) any Contract under which it is a licensee of or is otherwise granted by a third party any rights to use any Intellectual Property (other than non-exclusive end user licenses of commercially available Software or Software as a service with annual fees of less than $150,000, confidentiality or non-disclosure agreements and non-exclusive licenses to background Intellectual Property granted by consultants or contractors); (vi) any Contract under which it is a licensor or otherwise grants to a third party any rights to use any Intellectual Property, other than Intellectual Property licensed to customers on a non-exclusive basis; (vii) any Contract for the development of Intellectual Property by a third party for the benefit of the Company (other than agreements entered into with employees, contractors or consultants on the Company’s forms) or otherwise restricting the Company’s use of any Company Owned Intellectual Property (including settlement agreements, coexistence agreements, covenant not to sue agreements, and consent to use agreements); (viii) any collective bargaining agreement Collective Bargaining Agreement or other Contract with any labor union, works councilcouncil or similar body; (xi) any bonus, pension, profit sharing or participation, stock option, stock purchase and similar plans and arrangements providing benefits to any current or former Service Provider of any Group Company; (xii) any indemnification agreement entered into by any Group Company for the benefit of any current or former employee, officer or director of any Group Company; (xiii) any agency, distributor, dealer, sales representative, marketing or other labor organization covering employees similar Contract; (xiv) any Contract that limits the freedom of the Company or any Company Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Company or any Company Subsidiary after the Closing Date or that contains a material exclusivity, requirements or similar provision binding on the Company or any Company Subsidiary; (xv) any Contract with (A) any Equity Holder or any of its Affiliates, or (B) any director or officer of any Group Company, any Equity Holder or any of their respective Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the 0000 Xxx) of any such director or officer (each of the foregoing, a “Labor AgreementRelated Party”); (ixxvi) any material settlement agreement pursuant to which any Group Company is obligated to (A) pay any amounts after the date of this Agreement in excess of $10,000, (B) provide any injunctive relief, (C) take any action or refrain from taking any action after the date of this Agreement or (D) admit liability, fault or negligence; (xvii) any Contract providing for indemnification by with a Governmental Entity; (xviii) any Contract granting or permitting any Lien on any properties, assets or rights of the Company or any of its Subsidiaries that will not be released at or prior to Closing; (xix) any Person, except for Contract involving the payment or receipt by any such Group Company of milestone payments or royalties other than any service Contract that is entered into with customers in the Ordinary Course; (x) any Contract evidencing Indebtedness of the Company in excess of $250,000; (xi) any Contract under which the Company is lessee of or holds or operates any tangible property, including real property, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000; (xiixx) any Contract involving the formation grant of a (A) joint venture, (B) partnership or (C) limited liability company (excluding the Company); (xiii) any Contracts listed on Section 3.21 of the Company Disclosure Schedules; (xiv) any Contract with any Material Supplier; (xv) any Contract or group of related Contracts (other than non-continuing purchase orders) reasonably expected to result in future payments to or by the Company in excess of $500,000 per annum, except for Contracts that are terminable on less than thirty (30) days’ notice without penalty; (xvi) any Contract that grants to any Person, other than the Company, (A) a most favored pricing provision or (B) any exclusive rights, rights right of first refusal, rights right of first negotiation offer or similar rights; (xvii) comparable right to or from any Contract entered into for the settlement or conciliation of any Action for which the Group Company has any material ongoing liability or obligation; (xviii) any Contract requiring or providing for any capital expenditure by the Company after December 31, 2022 in excess of $500,000; (xix) any material interest rate, currency or other hedging Contract; (xx) any Contract for (A) the divestiture of any material business, properties or assets of the Company or (B) the acquisition by the Company of any material operating business, properties or assets, whether by merger, purchase, sale of stock or assets or otherwise, in each case, which contains continuing obligations or liabilities with respect to the Companyany Intellectual Property Rights, other than Ordinary Course Contracts with customers substantially in a form previously disclosed to Buyer; (xxi) any material distributorContract involving research, resellerdevelopment, sales representativemodification or enhancement of Intellectual Property Rights, marketing or advertising Contract (other than non-continuing purchase orders)Ordinary Course Contracts with customers substantially in a form previously disclosed to Buyer; (xxii) any Contract containing any provision (excluding licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms which have an aggregate acquisition cost of $50,000 or less) pursuant to which any Group Company (A) obtains the Company will right to use, or a covenant not to be obligated sued under, any Intellectual Property or (B) grants the right to make use, or a payment covenant not to xxx under, any Person at the Closing as Intellectual Property, in each case, other than Ordinary Course Contracts with customers substantially in a direct result of the consummation of the Transactionsform previously disclosed to Buyer; (xxiii) any Related Party ContractContract for the purchase or sale by any Group Company of any real property other than in the Ordinary Course of business; or (xxiv) any other Contract (other than non-continuing purchase orders) not of made in the types described above in this Section 3.12 Ordinary Course and that involves consideration paid or received by is material to the Company in excess of $500,000 in the current fiscal year of the Companyand its Subsidiaries taken as a whole. (b) The Company Material Contracts (except those that are canceledcancelled, rescinded or terminated after the date hereof in accordance with their terms) are in full force and effect in all material respects in accordance with their respective terms with respect to the applicable Group Company, and, to the Knowledge of the Company, the other party thereto, assuming the due authorization, execution and delivery by such other party, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There does not exist under any Company Material Contract any event of material default or event or condition that that, with notice or lapse of time or both, constitutes or would constitute a material violation, breach or event of default thereunder on the part of the applicable Group Company, in each caseor, that is material to the Knowledge of the Company, the other parties thereto. No notice to terminate, repudiate or breach any Company Material Contract, in whole or in part, has been received. The Company has not given notice furnished to Buyer a true, complete and correct copy of its intent to terminate, materially modify, materially amend or otherwise materially alter the terms and conditions of any each Company Material Contract and has not received Contract, including any such written notice from any other party amendments or supplements thereto, in each case other than in connection with the scheduled end or termination or other non-breach related expiration of such Contract.

Company Material Contracts. (a) Section 3.12(aSchedule 3.13(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the following Contracts to which the Company, as of the date of this Agreement, any Group Company is a party, other than any Company Benefit Plan set forth on Section 3.16(a) of the Company Disclosure Schedules party (“Company Material Contracts”): (i) any unitholderstockholder, partnershippartnership or other Contract with a holder of equity securities of any Group Company relating to their ownership of equity securities, investors’ rightsrights agreement, votingvoting agreement, right of first refusal and co-salesale agreement, or registration rights agreement, or other Contract with a holder of Equity Interests of the Company relating to its ownership of such equity securities; (ii) any all non-competition Contract Contracts or other Contract Contracts that purports to limit (individually or in the aggregate) (A) the ability of the any Group Company from operating or doing business in any location, market or line of business, or (B) the Persons to whom the any Group Company may sell products or deliver services or (C) the Persons that the Company may hire or solicit for hireservices; (iii) any employment or consulting Contract with any current or former employee (to the extent of any ongoing liability) or individual service provider of the any Group Company that (A) provides annual base salary or annual fees compensation in excess of $250,000 or (B) is not terminable at-will and without any liability to the Company €100,000 (other than standard employee confidentiality or non-disclosure agreements) or that cannot be terminated without the payment of severance or similar separation payments (except to the extent required by applicable Law)in excess of €100,000; (iv) change in control, transaction bonus, retention bonus, stay and pay or similar agreements with any current or former (solely to the extent of any ongoing liabilityliability is or will be outstanding following the Closing) employee or individual service provider of the any Group Company; (v) any Contract under which it is a licensee of or is otherwise granted by a third party any rights to use any Company Intellectual Property Agreements, except for (other than non-exclusive end user licenses of commercially available Software or Software as a service with annual fees of less than $150,000, confidentiality or A) non-disclosure agreements and entered into in the Ordinary Course, (B) non-exclusive licenses to background Intellectual Property granted by consultants the Company or contractors)any Subsidiary in the Ordinary Course, (C) Contracts for Open Source Materials; (vi) any Contract under which it is a licensor or otherwise grants to a third party any rights to use any Intellectual Property, other than Intellectual Property licensed to customers on a non-exclusive basisContent Licensing Agreements; (vii) any Contract for the development of Intellectual Property by a third party for the benefit of the Company (other than agreements entered into with employees, contractors or consultants on the Company’s forms) or otherwise restricting the Company’s use of any Company Owned Intellectual Property (including settlement agreements, coexistence agreements, covenant not to sue agreements, and consent to use agreements); (viii) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization covering employees of the Company (each a “Labor Agreement”); (ix) any material Contract providing for indemnification by the any Group Company of any PersonPerson subsequent to the Closing, except for any such Contract that is entered into in the Ordinary Course; (xviii) any Contract evidencing Indebtedness of the Company in excess of $250,000any Group Company; (xiix) any Contract under which the any Group Company is lessee of or holds or operates any tangible property, including real property, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000€100,000; (x) partnership, joint venture, strategic alliance, revenue sharing and similar Contracts; (xi) any Contract (other than non-continuing purchase orders) with any Material Customer or Material Supplier; (xii) any Contract involving the formation of a (A) joint venture, (B) partnership or (C) limited liability company (excluding the Company); (xiii) any Contracts listed on Section 3.21 of the Company Disclosure Schedules; (xiv) any Contract with any Material Supplier; (xv) any Contract or group of related Contracts (other than non-continuing purchase orders) reasonably expected to result in future payments to or by the any Group Company in excess of $500,000 €200,000 per annum, except for Contracts that are terminable on less than thirty (30) 30 days’ notice without penalty; (xvixiii) any Contract involving aggregate annual payments in excess of €200,000 that grants to any Person, other than the Company, Person (A) a most favored pricing provision or (B) any exclusive rights, rights of first refusal, rights of first negotiation or similar rights; (xviixiv) any Contract entered into for the settlement or conciliation of any Action for which the any Group Company has any material ongoing liability in excess of €200,000 or material obligation; (xviiixv) any Contract requiring or providing for any capital expenditure by the Company after December 31, 2022 in excess of $500,000€200,000; (xixxvi) any material interest rate, currency or other hedging Contract; (xxxvii) any Contract for (A) the divestiture of any material business, properties or assets of the any Group Company or (B) the acquisition by the any Group Company of any material operating business, properties or assets, whether by merger, purchase, sale of stock or assets or otherwise, in each case, which contains continuing obligations or liabilities with respect to a Group Company subsequent to the CompanyClosing; (xxixviii) any material distributor, reseller, sales representative, marketing or advertising Contract (other than non-continuing purchase orders); (xxiixix) any Contract containing any provision pursuant to which the any Group Company will be obligated to make a payment to any Person at the Closing as a direct result of the consummation of the Transactions; (xxiiixx) any Related Party ContractContract between any Group Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Company or any Company Subsidiary or, to the Knowledge of the Company, any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which any Group Company has an obligation to indemnify such officer, director, Affiliate, associate or immediate family member; orand (xxivxxi) any other Contract (other than non-continuing purchase orders) not of the types described above in this Section 3.12 3.13 that involves consideration paid or received by the Company in excess of $500,000 €200,000 in the current fiscal year of the CompanyGroup Companies. (b) The Company Material Contracts (except those that are canceled, rescinded or terminated after the date hereof in accordance with their terms) are in full force and effect in all material respects in accordance with their respective terms with respect to the applicable Group Company, and, to the Knowledge of the Company, the other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There does not exist The applicable Group Company has performed all material obligations required to be performed by it under such Company Material Contracts, and none of the Group Companies or, to the Knowledge of the Company, the other parties thereto are in material breach or material default thereunder and, to the Knowledge of the Company, no event has occurred which would permit termination, modification or acceleration of any Company Material Contract by any event of material default or event or condition that constitutes a material violation, breach or event of default thereunder on the part party thereto. None of the Company, in each case, that is material to the Company. The Company Group Companies has not given notice of its intent to terminate, terminate or materially modify, materially amend or otherwise materially alter the terms and conditions of any Company Material Contract and or has not received any such written notice from any other party thereto, in each case case, other than in connection with the scheduled end or termination or other non-breach related expiration of such Contract.

Company Material Contracts. (a) Section 3.12(a4.18(a) of the Company Disclosure Schedules Schedule sets forth a true, correct and complete list of the following Contracts to which the Company, listing as of the date hereof of this Agreement, all of the Contracts of the following types to which the Company or any of the Company Subsidiaries is a party, other than any Company Benefit Plan set forth on Section 3.16(a) of the Company Disclosure Schedules (“Company Material Contracts”):: (i) Contracts or group of related Contracts, other than purchase orders entered into in the ordinary course of business consistent with past practice, which involve commitments to make capital expenditures or which provide for the purchase of assets, goods or services by the Company or any unitholder, partnership, investors’ rights, voting, right of first refusal and co-sale, or registration rights agreement, or other Contract with a holder of Equity Interests of the Company relating to its ownership Subsidiaries from any one Person under which the undelivered balance of such equity securitiesgoods or services has a purchase price in excess of $500,000 in any consecutive twelve (12) month period after the date hereof and which are not terminable by the Company or such Company Subsidiaries upon ninety (90) days’ or less advance notice; (ii) Contracts or group of related Contracts, other than sales orders entered into in the ordinary course of business consistent with past practice, which provide for the sale of goods or services by the Company or any non-competition Contract or other Contract that purports to limit (A) the ability of the Company from operating or doing business Subsidiaries with revenue in any locationexcess of $800,000 for the fiscal year ended December 31, market or line of business, (B) the Persons to whom the Company may sell products or deliver services or (C) the Persons that the Company may hire or solicit for hire2016; (iii) joint venture agreements, partnership agreements, and limited liability company agreements and each similar type of Contract (however named) involving an investment by the Company or any employment or consulting Contract with any current or former employee (to the extent of any ongoing liability) or individual service provider of the Company that (A) provides annual base salary or annual fees in excess of $250,000 or (B) is not terminable at-will and without any liability to the Company (other than standard employee confidentiality or non-disclosure agreements) or that cannot be terminated without the payment of severance or similar separation payments (except to the extent required by applicable Law);Subsidiaries; 41 (iv) change Contracts which contain a covenant not to compete or otherwise limit in control, transaction bonus, retention bonus, stay and pay any material respect the freedom of the Company or similar agreements any of the Company Subsidiaries to engage in any business or compete with any current or former (to the extent of any ongoing liability) employee or individual service provider of the CompanyPerson; (v) any Contract under which it is a licensee that grants any “most favored nation” pricing terms or grants to any customer any right of first offer or is otherwise granted by a third party any rights to use any Intellectual Property (other than non-exclusive end user licenses right of commercially available Software first refusal or Software as a service with annual fees of less than $150,000, confidentiality or non-disclosure agreements and non-exclusive licenses to background Intellectual Property granted by consultants or contractors)exclusivity; (vi) any Contract other than Contracts for the sale of inventory in the ordinary course of business, Contracts for the acquisition or disposition of assets involving a purchase price (in a single transaction or a series of related transactions) in excess of $500,000 and under which it is a licensor the Company or otherwise grants to a third party any rights to use of the Company Subsidiaries has any Intellectual Property, other than Intellectual Property licensed to customers on a non-exclusive basiscontinuing liability or obligation; (vii) any Contract evidencing or guaranteeing indebtedness for borrowed money, involving amounts in excess of $250,000; (viii) Contracts with any Company Stockholder, officer or director of the development Company or any of the Company Subsidiaries, or any Affiliate of any of the foregoing (other than the Company and the Company Subsidiaries), except in each case for any Contract entered into in the ordinary course of business on arms’ length terms or in the case of any employee, officer or director, any employment Contract or Contract with respect to the issuance of equity in the Company; (ix) Contracts under which the Company or any of the Company Subsidiaries has made advances or loans to any other Person, involving amounts in excess of $50,000; (x) Contracts relating to (A) the licensing of Intellectual Property by a third party for the benefit Company or any of the Company Subsidiaries (other than agreements entered into with employees, contractors whether as licensee or consultants on the Company’s formslicensor) or otherwise restricting (B) the Company’s ownership, development, or use of any Company Owned Intellectual Property owned or used by the Company or any of the Company Subsidiaries, including settlement, concurrent use and consent-to-use agreements (including settlement agreementsexcluding in each case (x) non-exclusive licenses granted by the Company to customers in the ordinary course of business and (y) licenses for unmodified, coexistence agreements, covenant not to sue agreements, and consent to use agreementscommercial off the shelf computer software that are generally available on nondiscriminatory pricing terms with an aggregate annual license fee of less than $50,000); (viiixi) any Contract that is for the engagement of any individual on a full-time, part-time, or consulting basis and providing for annual compensation in excess of $150,000, other than those that can be terminated by the Company or the Company Subsidiaries at will and without the payment of severance; (xii) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization covering employees of the Company (each a “Labor Agreement”); (ixxiii) any material Contract providing that provides for indemnification by the Company or any of its Subsidiaries of any Person, except for any such Contract that is entered into in the Ordinary Course; (x) any Contract evidencing Indebtedness ordinary course of the Company in excess of $250,000; (xi) any Contract under which the Company is lessee of or holds or operates any tangible property, including real property, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000; (xii) any Contract involving the formation of a (A) joint venture, (B) partnership or (C) limited liability company (excluding the Company); (xiii) any Contracts listed on Section 3.21 of the Company Disclosure Schedules;business; 42 (xiv) any Contract with that is a settlement, conciliation, or similar agreement pursuant in which the Company or any Material Supplierof the Subsidiaries will have any material obligations after the date of this Agreement; (xv) any Contract regarding voting, transfer or group other arrangements related to the Company’s or any of related Contracts (other than non-continuing purchase orders) reasonably expected to result in future payments to or by the Company in excess Subsidiaries’ capital stock or equity securities or warrants, options or other rights to acquire any of $500,000 per annum, except for Contracts that are terminable on less than thirty (30) daysthe Company’s or any of the Company Subsidiaries’ notice without penaltycapital stock or equity securities; (xvi) any Contract that grants to with any Person, other than the Company, (A) a most favored pricing provision or (B) any exclusive rights, rights of first refusal, rights of first negotiation or similar rightsU.S. federal Governmental Entity; (xvii) any Contract entered into for the settlement or conciliation of any Action for Contracts under which the Company or any of the Company Subsidiaries has received grants from or has continuing obligations to any material ongoing liability or obligation;Governmental Entity in the past twelve (12) months, involving amounts in excess of $500,000; and (xviii) any Contract requiring or providing for any capital expenditure by the Company after December 31, 2022 in excess of $500,000; (xix) any material interest rate, currency or other hedging Contract; (xx) any Contract for (A) the divestiture of any material business, properties or assets of the Company or (B) the acquisition by the Company of any material operating business, properties or assets, whether by merger, purchase, sale of stock or assets or otherwise, in each case, which contains continuing obligations or liabilities with respect to the Company; (xxi) any material distributor, reseller, sales representative, marketing or advertising Contract (other than non-continuing purchase orders); (xxii) any Contract containing any provision pursuant to which the Company will be obligated to make a payment to or any Person at the Closing as a direct result of the consummation Company Subsidiaries has received a written notice of termination from any party thereof since the Transactions; (xxiii) any Related Party Contract; or (xxiv) any other Contract (other than non-continuing purchase orders) not of the types described above in this Section 3.12 that involves consideration paid or received by the Company in excess of $500,000 in the current fiscal year of the CompanyLatest Balance Sheet Date. (b) The True, correct and complete copies of each Contract identified or required to be identified in Section 4.18(a) of the Company Disclosure Schedule, including all amendments thereto (collectively, the “Company Material Contracts”) have been made available to Parent. Except as would not be reasonably expected to, individually or in the aggregate, materially adversely affect the business of the Company and the Company Subsidiaries, taken as a whole, all of the Company Material Contracts (except those that are canceled, rescinded or terminated after the date hereof in accordance with their terms) are in full force and effect in all material respects in accordance with their respective terms with respect to and are enforceable against the CompanyCompany or any of the Company Subsidiaries that is a party thereto, and, and to the Knowledge of the Company, the other party parties thereto, in accordance with their respective terms, subject in each case to bankruptcythe Enforceability Exceptions, insolvency, reorganization, moratorium and similar Laws the Company and each of general applicability relating the Company Subsidiaries (as the case may be) has performed all obligations required to or affecting creditors’ rights and be performed by it in all material respects pursuant to general principles of equity. There does not exist under any such Company Material Contract any event of material default or event or condition that constitutes a material violation, breach or event of default thereunder on Contracts. To the part Knowledge of the Company, in each casethere are no existing threats of default, that is material to the Company. The Company has not given notice of its intent to terminate, materially modify, materially amend breaches or otherwise materially alter the terms and conditions violations of any of such Company Material Contract and has not received any such written notice from Contracts by any other party thereto, in each case other than in connection with the scheduled end or termination or other non-breach related expiration of such Contract.

Company Material Contracts. (a) Section 3.12(a3.13(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the following Contracts to which the any Group Company, as of the date of this Agreement, is a party, other than any Company Benefit Plan set forth on Section 3.16(a) of the Company Disclosure Schedules party (“Company Material Contracts”): (i) any unitholderstockholder, partnership, investors’ rights, voting, right of first refusal and co-sale, or registration rights agreement, or other Contract with a holder of Equity Interests equity interests of the any Group Company relating to its their ownership of such equity securitiesinterests; (ii) any non-competition Contract or other Contract that purports to limit (A) the ability of the any Group Company from operating or doing business in any location, market or line of business, (B) the Persons to whom the any Group Company may sell products or deliver services services, or (C) the Persons that the Company Companies may hire or solicit for hire; (iii) any employment or consulting Contract with any current or former employee (to the extent of any ongoing liability) or individual service provider of the any Group Company that (A) provides annual base salary or annual fees compensation in excess of $250,000 100,000 or (B) is not terminable at-will and without any liability to the any Group Company (other than standard employee confidentiality or non-disclosure agreements) or that cannot be terminated without the payment of severance or similar separation payments (except to the extent required by applicable Law); (iv) change in control, transaction bonus, retention bonus, stay and pay or similar agreements with any current or former (to the extent of any ongoing liability) employee or individual service provider of the any Group Company; (v) any Contract under which it is a licensee of or is otherwise granted by a third party any rights to use any Intellectual Property (other than (x) non- exclusive licenses for Open Source Software or (y) non-exclusive end user licenses of commercially commercially-available Software or Software as a service used solely for the Company’s internal use with annual fees replacement total cost of less than $150,000, confidentiality or non-disclosure agreements and non-exclusive licenses to background Intellectual Property granted by consultants or contractors100,000); (vi) any Contract under which it is a licensor or otherwise grants to a third party any rights to use any Intellectual Property, other than Intellectual Property licensed to customers on a non-exclusive basisbasis in the Ordinary Course; (vii) any Contract for the development of Intellectual Property by a third party for the benefit of a Group Company; (viii) (A) any Contract containing an agreement by a Group Company to provide any Person with access to the Company (other than agreements entered into with employees, contractors or consultants on source code for any Software included in the Company’s forms) or otherwise restricting the Company’s use of any Company Owned Intellectual Property or (including settlement agreementsB) any Contract between a Group Company, coexistence agreements, covenant not to sue agreementson the one hand, and consent an escrow agent, on the other hand, to use agreements)provide for the source code for any Software included in the Company Owned Intellectual Property to be put in escrow; (viiiix) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization covering employees of the Company (each a “Labor Agreement”); (ix) any material Contract providing for indemnification by the Company of any Person, except for any such Contract that is entered into in the Ordinary Courseorganization; (x) any Contract evidencing Indebtedness providing for indemnification by any Group Company of any Person other than in the Company Ordinary Course of Business; (xi) any note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed by any Group Company, including any agreement or commitment for future loans, credit or financing, in each case, in excess of $250,000; (xixii) any Contract under which the any Group Company is lessee of or holds or operates any tangible property, including real property, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000100,000; (xiixiii) any Contract involving the formation of a (A) joint venture, (B) partnership or (C) limited liability company (excluding except, in the Companycause of clauses (B) and (C), any Company Subsidiary); (xiiixiv) any Contracts listed on Section 3.21 3.22 of the Company Disclosure Schedules; (xivxv) any Contract with any Material Customer or Material Supplier; (xvxvi) any Contract or group of related Contracts (other than non-continuing purchase orders) reasonably expected to result in future payments to or by the any Group Company in excess of $500,000 250,000 per annum, except for Contracts that are terminable on less than thirty (30) 30 days’ notice without penalty; (xvixvii) any Contract that grants to any Person, other than the a Group Company, (A) a most favored pricing provision or (B) any exclusive rights, rights of first refusal, rights of first negotiation or similar rights; (xviixviii) any Contract entered into in the last five (5) years, for the settlement or conciliation of any Action for which the any Group Company has any material ongoing liability or obligation; (xviiixix) any Contract requiring or providing for any capital expenditure by the any Group Company after December 31June 30, 2022 in excess of $500,000250,000; (xixxx) any material interest rate, currency or other hedging Contract; (xxxxi) any Contract for (A) the divestiture of any material business, properties or assets of the any Group Company or (B) the acquisition by the any Group Company of any material operating business, properties or assets, whether by merger, purchase, sale of stock equity or assets or otherwise, in each case, which contains continuing obligations or liabilities with respect to the a Group Company; (xxixxii) any material distributor, reseller, sales representative, marketing or advertising Contract (other than non-continuing purchase orders); (xxiixxiii) any Contract containing any provision pursuant to which the any Group Company will be obligated to make a payment to any Person at the Closing as a direct result of the consummation of the Transactionstransactions contemplated by this Agreement or any Ancillary Agreement; (xxiiixxiv) any Related Party Contract; orContract between any Group Company, on the one hand, and any member, manager, officer, director or Affiliate (other than a wholly owned Subsidiary of the either of the Companies) of either of the Companies or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which any Group Company has an obligation to indemnify such member, manager, officer, director, Affiliate, associate or immediate family member; (xxivxxv) any other Contract (other than non-continuing purchase orders) not of the types described above in this Section 3.12 3.13 that involves consideration paid or received by the any Group Company in excess of $500,000 250,000 in the current fiscal year any twelve (12) month period; or (xxvi) any outstanding written commitment to enter into any Contract of the Companytype described in subsections (i) through (xxv) of this Section 3.13(a). (b) The Company Material Contracts (except those that are canceled, rescinded or terminated after the date hereof in accordance with their terms) are in full force and effect in all material respects in accordance with their respective terms with respect to the applicable Group Company, and, to the Knowledge of the CompanyCompanies, the other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There does not exist under any Company Material Contract any event of material default or event or condition that constitutes a material violation, breach or event of default thereunder on the part of the any Group Company, in each case, that is material to the CompanyGroup Companies, taken as a whole. The Company None of the Group Companies has not given notice of its intent to terminate, materially modify, materially amend or otherwise materially alter the terms and conditions of any Company Material Contract and or has not received any such written notice from any other party thereto, in each case other than in connection with the scheduled end or termination or other non-breach related expiration of such Contract.

Company Material Contracts. (a) Section 3.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the following Contracts to which the any Group Company, as of the date of this Agreement, is a party, other than any Company Benefit Plan set forth on Section 3.16(a) of the Company Disclosure Schedules party (“Company Material Contracts”): (i) any unitholderstockholder, partnership, investors’ rights, voting, right of first refusal and co-sale, or registration rights agreement, or other Contract with a holder of Equity Interests equity securities of the any Group Company relating to its their ownership of such equity securities; (ii) any non-competition Contract or other Contract that purports to limit (A) the ability of the any Group Company from operating or doing business in any location, market or line of business, (B) the Persons to whom the any Group Company may sell products or deliver services services, or (C) the Persons that the Company may hire or solicit for hire; (iii) any employment or consulting Contract with any current or former employee (to the extent of any ongoing liability) or individual service provider of the any Group Company that (A) provides annual base salary or annual fees in excess of $250,000 300,000 or (B) is not terminable at-will and without any liability to the any Group Company (other than standard employee confidentiality or non-disclosure agreements) or that cannot be terminated without the payment of severance or similar separation payments (except to the extent required by applicable Law); (iv) change in control, transaction bonus, retention bonus, stay and pay or similar agreements with any current or former (to the extent of any ongoing liability) employee or individual service provider of the any Group Company; (v) any Contract under which it is a licensee of or is otherwise granted by a third party any rights to use any Intellectual Property (other than (x) non-exclusive licenses for Open Source Software or (y) non-exclusive end user licenses of commercially commercially-available Software or Software as a service with an annual fees replacement cost of less than $150,000, confidentiality or non-disclosure agreements and non-exclusive licenses to background Intellectual Property granted by consultants or contractors); (vi) any Contract under which it is a licensor or otherwise grants to a third party any rights to use any Intellectual Property, other than (A) Intellectual Property licensed to customers on a non-exclusive basis, and (B) Contracts where the primary purpose of such Contract is a Group Company’s grant of a non-exclusive license to content and programs to a customer, in each case in the ordinary course of business; (vii) any Contract for the development of Intellectual Property by a third party for the benefit of the a Group Company (other than agreements entered into with employees, contractors or consultants employees on the Company’s forms) or otherwise restricting the Company’s use of any Company Owned Intellectual Property (including settlement agreements, coexistence agreements, covenant not to sue agreements, and consent to use agreements); (viii) any Contract relating to the provision of co-location and related services to a Group Company, which services are used by such Group Company to fulfill its obligations to provide software and data hosting services to customers; (ix) (A) any Contract containing an agreement by a Group Company to provide any Person with access to the source code for any Company Products or (B) any Contract between a Group Company, on the one hand, and an escrow agent, on the other hand, to provide for the source code for any Company Products to be put in escrow; (x) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization covering employees of the Company (each a “Labor Agreement”)organization; (ixxi) any material Contract providing for indemnification by the any Group Company of any Person, except for any such Contract that is entered into in the Ordinary Course; (xxii) any Contract evidencing Indebtedness of the any Group Company in excess of $250,000500,000; (xixiii) any Contract under which the any Group Company is lessee of or holds or operates any tangible property, including real property, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000500,000; (xiixiv) any Contract involving the formation of a (A) joint venture, (B) partnership partnership, or (C) limited liability company (excluding except, in the Companycause of clauses (B) (C), any Company Subsidiary); (xiiixv) any Contracts listed on Section 3.21 of the Company Disclosure Schedules; (xivxvi) any Contract with any Material Customer or Material Supplier; (xvxvii) any Contract or group of related Contracts (other than non-continuing purchase orders) reasonably expected to result in future payments to or by the any Group Company in excess of $500,000 1,000,000 per annum, except for Contracts that are terminable on less than thirty (30) 90 days’ notice without penalty; (xvixviii) any Contract that grants to any Person, other than the a Group Company, (A) a most favored pricing provision or (B) any exclusive rights, rights of first refusal, rights of first negotiation or similar rights; (xviixix) any Contract entered into in the last three (3) years for the settlement or conciliation of any material Action for which the any Group Company has any material ongoing liability or obligation; (xviiixx) any Contract requiring or providing for any capital expenditure by the any Group Company after December 31September 30, 2022 2021 in excess of $500,0001,000,000; (xixxxi) any material interest rate, currency or other hedging Contract; (xxxxii) any Contract for (A) the divestiture of any material business, properties or assets of the any Group Company or (B) the acquisition by the any Group Company of any material operating business, properties or assets, whether by merger, purchase, sale of stock or assets or otherwise, in each case, which contains continuing obligations or liabilities with respect to the a Group Company; (xxixxiii) any material distributor, reseller, sales representative, marketing or advertising Contract (other than non-continuing purchase orders); (xxiixxiv) any Contract containing any provision pursuant to which the any Group Company will be obligated to make a payment to any Person at the Closing as a direct result of the consummation of the Transactionstransactions contemplated by this Agreement or any Ancillary Agreement; (xxiiixxv) any Related Party ContractContract between any Group Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any Company Subsidiary or, to the Knowledge of the Company, any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which any Group Company has an obligation to indemnify such officer, director, Affiliate, associate or immediate family member; or (xxivxxvi) any other Contract (other than non-continuing purchase orders) not of the types described above in this Section 3.12 that involves consideration paid or received by the Company in excess of $500,000 1,000,000 in the current fiscal year of the CompanyGroup Companies. (b) The Company Material Contracts (except those that are canceled, rescinded or terminated after the date hereof in accordance with their terms) are in full force and effect in all material respects in accordance with their respective terms with respect to the applicable Group Company, and, to the Knowledge of the Company, the other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There does not exist under any Company Material Contract any event of material default or event or condition that constitutes a material violation, breach or event of default thereunder on the part of the Company, in each case, that is material to the CompanyGroup Companies, taken as a whole. The Company None of the Group Companies has not given notice of its intent to terminate, materially modify, materially amend or otherwise materially alter the terms and conditions of any Company Material Contract and or has not received any such written notice from any other party thereto, in each case other than in connection with the scheduled end or termination or other non-breach related expiration of such Contract.

Company Material Contracts. (a) Section Schedule 3.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the following Contracts to which the Company, any Group Company is a party as of the date of this Agreement, is a party, other than any Company Benefit Plan set forth on Section 3.16(a) of the Company Disclosure Schedules Agreement (“Company Material Contracts”): (i) any unitholderstockholder, partnershippartnership or other Contract with a holder of equity securities of any Group Company relating to their ownership of equity securities, investors’ rightsrights agreement, votingvoting agreement, right of first refusal and co-salesale agreement, or registration rights agreement, or other Contract with a holder of Equity Interests of the Company relating to its ownership of such equity securities; (ii) any non-competition Contract or other Contract that purports to limit (A) the ability of the any Group Company from operating or doing business in any location, market or line of business, or (B) the Persons to whom the any Group Company may sell products or deliver services or (C) the Persons that the Company may hire or solicit for hireservices; (iii) any employment or consulting Contract with any current or former employee (to the extent of any ongoing liability) or individual service provider of the any Group Company that (A) provides annual base salary or annual fees compensation in excess of $250,000 500,000 or (B) is not terminable at-will and without any liability to the any Group Company (other than standard employee confidentiality or non-disclosure agreements) or that cannot be terminated without the payment of severance or similar separation payments (except to the extent required by applicable Law); (iv) change in control, transaction bonus, retention bonus, stay and pay or similar agreements with any current or former (to the extent of any ongoing liability) employee or individual service provider of the any Group Company; (v) collective bargaining agreements or other Contracts with any Contract under which it is a licensee of labor union or is otherwise granted by a third party any rights to use any Intellectual Property (other than non-exclusive end user licenses of commercially available Software or Software as a service with annual fees of less than $150,000, confidentiality or non-disclosure agreements and non-exclusive licenses to background Intellectual Property granted by consultants or contractors)labor organization; (vi) any Contract under which it is a licensor or otherwise grants to a third party any rights to use any Intellectual Property, other than Intellectual Property licensed to customers on a non-exclusive basisCompany IP Agreements; (vii) any Contract for the development of Intellectual Property by a third party for the benefit of the Company (other than agreements entered into with employees, contractors or consultants on the Company’s forms) or otherwise restricting the Company’s use of any Company Owned Intellectual Property (including settlement agreements, coexistence agreements, covenant not to sue agreements, and consent to use agreements); (viii) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization covering employees of the Company (each a “Labor Agreement”); (ix) any material Contract providing for any outstanding indemnification obligations by the any Group Company of any Person, except for any such Contract that is entered into in the Ordinary Course; (xviii) any Contract evidencing Indebtedness of the Company in excess of $250,000any Group Company; (xiix) any Contract under which the any Group Company is lessee of or holds or operates any tangible property, including real property, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,0001,500,000; (x) joint venture, strategic alliance and similar Contracts; (xi) any Contracts listed on Schedule 3.21; (xii) any Contract involving the formation (other than non-continuing purchase orders) with any Material Customer or Material Supplier, each requiring payment to or by any Group Company in excess of a (A) joint venture, (B) partnership or (C) limited liability company (excluding the Company)$1,500,000 per annum; (xiii) any Contracts listed on Section 3.21 of the Company Disclosure Schedules; (xiv) any Contract with any Material Supplier; (xv) any Contract or group of related Contracts (other than non-continuing purchase orders) reasonably expected to result in future payments to or by the any Group Company in excess of $500,000 1,500,000 per annum, except for Contracts that are terminable on less than thirty (30) 30 days’ notice without penalty; (xvi) any Contract that grants to any Person, other than the Company, (A) a most favored pricing provision or (B) any exclusive rights, rights of first refusal, rights of first negotiation or similar rights; (xviixiv) any Contract entered into in the last five (5) years for the settlement or conciliation of any Action for which the any Group Company has any material ongoing liability or obligation; (xviiixv) any Contract or group of related Contracts requiring or providing for any capital expenditure by the Company after December 31, 2022 in excess of $500,0001,500,000 (other than the purchase of medical equipment in the Ordinary Course); (xixxvi) any material interest rate, currency or other hedging Contract; (xxxvii) any Contract for (A) the divestiture of any material business, properties or assets of the any Group Company or (B) the acquisition by the any Group Company of any material operating business, properties or assets, whether by merger, purchase, sale of stock or assets or otherwise, in each case, which contains continuing obligations or liabilities with respect to the a Group Company; (xxi) any material distributor, reseller, sales representative, marketing or advertising Contract (other than non-continuing purchase orders); (xxiixviii) any Contract containing any provision pursuant to which the any Group Company will be obligated to make a payment to any Person at the Closing as a direct result of the consummation of the Transactions;transactions contemplated by this Agreement or any Ancillary Agreement; and (xxiii) any Related Party Contract; or (xxivxix) any other Contract (other than non-continuing purchase orders) not of the types described above in this Section 3.12 that involves consideration paid or received by the Company in excess of $500,000 1,500,000 in the current fiscal year of the CompanyGroup Companies. (b) The Company Material Contracts (except those that are canceled, rescinded or terminated after the date hereof in accordance with their terms) are in full force and effect in all material respects in accordance with their respective terms with respect to the applicable Group Company, and, to the Knowledge of the Company, the other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There does not exist The applicable Group Company has performed all material obligations required to be performed by it under such Company Material Contracts, and none of the Group Companies or, to the Knowledge of the Company, the other parties thereto are in material breach or material default thereunder and, to the Knowledge of the Company, no event has occurred which would permit termination, modification or acceleration of any Company Material Contract by any party thereto. No Group Company has received notice of any current default under any Company Material Contract any event of material default or event or condition that constitutes a material violation, breach or event of default thereunder on the part Contract. None of the Company, in each case, that is material to the Company. The Company Group Companies has not given notice of its intent to terminate, materially modify, materially amend or otherwise materially alter the terms and conditions of any Company Material Contract and or has not received any such written notice from any other party thereto, in each case case, other than in the connection with the scheduled end or termination or other non-breach related expiration of such Contract.

Company Material Contracts. (a) Section Schedule 3.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of the following Contracts to which the Company, as of the date of this Agreement, any Group Company is a party, other than any Company Benefit Plan set forth on Section 3.16(a) of the Company Disclosure Schedules (“Company Material Contracts”):: (i) any unitholderstockholder, partnershippartnership or other Contract with a holder of equity securities of any Group Company, investors’ rightsrights agreement, votingvoting agreement, right of first refusal and co-sale, sale agreement or registration rights agreement, or other Contract with a holder of Equity Interests of the Company relating to its ownership of such equity securities; (ii) joint venture and strategic alliance Contracts; (iii) any Contract for (A) the divestiture of any material business, properties or assets of any Group Company or (B) the acquisition by any Group Company of any material operating business, properties or assets, whether by merger, purchase, sale of stock or assets or otherwise; (iv) any Contract that is a note, debenture, guarantee, mortgage, loan agreement or indenture relating to or that otherwise evidences Indebtedness of any Group Company in an amount greater than $250,000; (v) any interest rate, currency or other hedging, swap or factoring Contract; (vi) any non-competition Contract or other Contract that purports to limit (A) the ability of the any Group Company from operating or doing business in any location, market or line of business, (B) the Persons to whom the any Group Company may sell products or deliver services or (C) the Persons that the any Group Company may hire or solicit for hire; (iiivii) any CBA; (viii) any employment or consulting Contract with any current or former employee (to the extent of any ongoing liability) director, officer, employee, independent contractor or individual service provider of the any Group Company that (A) provides annual base salary or annual fees compensation in excess of $250,000 150,000, (B) provides for the payment or accelerated vesting of any form of compensation or benefits upon the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or (BC) is not terminable at-will at any time and without any liability to the any Group Company (other than standard employee confidentiality or non-disclosure agreements) or that cannot be terminated without the payment of severance or similar separation payments (except to the extent required by applicable Law)payments; (ivix) any change in control, transaction bonus, retention bonus, stay and pay or similar agreements with any current or former (to the extent of any ongoing liability) employee or individual service provider of the any Group Company; (v) any Contract under which it is a licensee of or is otherwise granted by a third party any rights to use any Intellectual Property (other than non-exclusive end user licenses of commercially available Software or Software as a service with annual fees of less than $150,000, confidentiality or non-disclosure agreements and non-exclusive licenses to background Intellectual Property granted by consultants or contractors); (vi) any Contract under which it is a licensor or otherwise grants to a third party any rights to use any Intellectual Property, other than Intellectual Property licensed to customers on a non-exclusive basis; (vii) any Contract for the development of Intellectual Property by a third party for the benefit of the Company (other than agreements entered into with employees, contractors or consultants on the Company’s forms) or otherwise restricting the Company’s use of any Company Owned Intellectual Property (including settlement agreements, coexistence agreements, covenant not to sue agreements, and consent to use agreements); (viii) any collective bargaining agreement or other Contract with any labor union, works council, or other labor organization covering employees of the Company (each a “Labor Agreement”); (ix) any material Contract providing for indemnification by the Company of any Person, except for any such Contract that is entered into in the Ordinary Course; (x) any Contract evidencing Indebtedness of the Company in excess of $250,000IP Agreement; (xi) any Contract under which the any Group Company is lessee of or holds or operates any tangible property, including real property, owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $250,000; (xii) Contract under which any Contract involving Group Company is lessor of or permits any third Person to hold or operate any tangible property, including real property, owned or controlled by such Group Company, except for any lease or agreement under which the formation of a (A) joint venture, (B) partnership or (C) limited liability company (excluding the Company)aggregate annual rental payments do not exceed $250,000; (xiii) any Contracts listed on Section 3.21 of the Company Disclosure SchedulesContract with any Material Customer or Material Supplier; (xiv) any Contract with any Material Suppliermaterial sales representative, marketing or advertising Contract; (xv) any Contract or group of related Contracts (other than non-continuing purchase orders) reasonably expected to result in future payments to or by the any Group Company in excess of $500,000 250,000 per annum, except for Contracts that are terminable on less than thirty (30) 30 days’ notice without penalty; (xvi) any Contract that grants to any Person, other than the a Group Company, (A) a most favored pricing provision or (B) any exclusive rights, rights of first refusal, rights of first negotiation or similar rights; (xvii) any Contract entered into for the settlement with any Governmental Entity; (xviii) any Contract that is a settlement, conciliation, or conciliation of similar agreement with (A) any Action for Governmental Entity or (B) pursuant to which the any Group Company has any ongoing material ongoing liability or obligation; (xviiixix) any Contract requiring or providing for any capital expenditure by the Company after December 31, 2022 in excess of $500,000; (xix) any material interest rate, currency or 250,000 other hedging Contractthan capital expenditures made in accordance with the Group Companies’ budget; (xx) any Contract for (A) the divestiture of any material business, properties or assets of the Company or (B) the acquisition by the Company of any material operating business, properties or assets, whether by merger, purchase, sale of stock or assets or otherwise, in each case, which contains continuing obligations or liabilities with respect to the Company; (xxi) any material distributor, reseller, sales representative, marketing or advertising Contract (other than non-continuing purchase orders); (xxii) any Contract containing any provision pursuant to which the any Group Company will be obligated to make a payment to any Person at the Closing as a direct result of the consummation of the Transactionstransactions contemplated by this Agreement or any Ancillary Agreement; (xxiiixxi) any Related Party ContractContract between any Group Company, on the one hand, and any officer, director or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which any Group Company has an obligation to indemnify such officer, director, Affiliate, associate or immediate family member; or (xxivxxii) any other Contract (other than non-continuing purchase orders) not of the types described above in this Section 3.12 that involves consideration paid or received by the Company in excess of $500,000 250,000 in the current fiscal year of aggregate in the Companypast twelve (12) months to or from the Group Companies. (b) The Contracts listed or required to be listed on Schedule 3.12(a) (together with Leases and the Company Affiliate Agreements, the “Company Material Contracts (except those that are canceled, rescinded or terminated after the date hereof in accordance with their termsContracts”) are in full force and effect in all material respects in accordance with their respective terms with respect to the applicable Group Company, and, to the Knowledge of the Company, the other party thereto, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity. There does No Group Company has any present expectation or intention of not fully performing on a timely basis all material obligations required to be performed by such Group Company under any Company Material Contract, and, to the Knowledge of the Company, no facts exist which would render such performance unlikely (including as a result of COVID-19 or COVID-19 Measures). None of the Group Companies or, to the Knowledge of the Company, the other parties thereto are in material breach of or default under any Company Material Contract any event of material default or event or condition that constitutes a material violation, breach or event of default thereunder on and to the part Knowledge of the Company, in each caseno event has occurred which would permit termination, that is modification or acceleration of any material to the Company. The term or condition of any Company Material Contract by any party thereto. (c) No Group Company has not received notice of any current default under any Company Material Contract. None of the Group Companies has given notice of its intent to terminate, materially modify, materially amend any material term of condition, or otherwise materially alter the terms and conditions of of, any Company Material Contract and or has not received any such written notice from any other party thereto, in each case other than in connection with the scheduled end or termination or other non-breach related expiration of such Contract.