Common use of Contracts, Agreements, Arrangements, Commitments and Undertakings Clause in Contracts

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 3.12(a)-(w) of the Company Disclosure Letter set forth a list of each of the following Contracts to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary or any of their respective assets or properties is currently bound (each a “Company Material Contract”): (a) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC); (b) any Contract providing for payments by or to it in an aggregate amount of $200,000.00 or more on an annual basis; (c) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to manufacture, reproduce, sell, sublicense, lease, distribute, market or take orders for any of its products, services or technology; (d) any Contract providing for the development of any software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property for (or for the benefit or use of) it, or providing for the purchase by or license to (or for the benefit or use of) it of any software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property, which software, content, technology or Intellectual Property is in any manner used or incorporated (or is contemplated by it to be used or incorporated) in connection with any aspect or element of any product, service or technology of it (other than software generally available to the public at a per copy license fee of less than $5,000.00 per copy); (e) any joint venture or partnership Contract that has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses with any other party or a payment of royalties to any other party; (f) any Contract for or relating to the employment by it of any director, officer, employee or consultant that is not immediately terminable by it without material cost or other material Liability, including any contract requiring it to make a material payment to any director, officer, employee or consultant on account of the Merger, any transaction contemplated by this Agreement; (g) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAP; (h) any lease or other Contract under which it is lessee of or holds or operates any items of material tangible personal property or real property owned in excess of 10,000 square feet by any third party; (i) any Contract that restricts it from (i) engaging in any aspect of its business, (ii) participating or competing in any line of business or market, (iii) freely setting prices for its products, services or technologies (including most favored customer pricing provisions), (iv) engaging in any business in any market or geographic area or that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party, or (v) soliciting potential employees, consultants, contractors or other suppliers or customers; (j) any Company IP Rights Agreement listed in Schedule 3.14(e) of the Company Disclosure Letter or listed in Schedule 3.14(h) of the Company Disclosure Letter or for the license of Open Source Materials that are incorporated into, integrated or bundled with the Company Products or Services; (k) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of its capital stock or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor, except for those Contracts conforming to the standard forms of option and restricted stock unit agreement under the Company Option Plans (notwithstanding any variation in terms related to vesting schedules, performance criteria, number of shares and other terms specific to an individual’s grant); (l) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (m) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Debt or performance obligations of any other Person; (n) any Contract providing for indemnification or warranting by it (other than pursuant to its standard customer agreement, the form of which is included in Schedule 3.12(n) of the Company Disclosure Letter and other than any Contracts for occupancy of any Leased Real Property); (o) any Contract other than Company Benefit Arrangements set forth in Section 3.16(d)(i) of the Company Disclosure Letter or Contract with its officers, directors, or employees that provides for compensation of less than $250,000.00 per annum (i) in which its officers, directors, 10% stockholders or to the knowledge of the Company any member of their immediate families, is directly or indirectly interested (whether as a party or otherwise) or (ii) with any Person with whom it does not deal at arm’s length; (p) any Contract pursuant to which it has acquired or sold a business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase or sale of stock, purchase or sale of assets, license or otherwise since January 1, 2005, or any Contract pursuant to which it has any material ownership interest in any other Person (other than the Company Subsidiaries); (q) any Contract with a Governmental Authority (excluding Governmental Permits); (r) any Contract pursuant to which it has purchased any real property; (s) any Contract relating to the membership of, or participation by it in, or the affiliation of it with, any industry standards group or association; (t) any material settlement or litigation “standstill” agreement, or any tolling agreement, in each case entered into after January 1, 2005; or (u) any Contract under which the Company’s entering into this Agreement or the consummation of the Merger or the transactions contemplated thereby shall give rise to, or trigger the application of, any material rights of any third party or any material obligations of the Company or any Company Subsidiary that would come into effect upon the consummation of the Merger. A true and complete copy of each agreement or document required by these subsections (a)-(u) of this Section 3.12 to be listed on Schedule 3.12 of the Company Disclosure Letter has been delivered to Acquiror’s legal counsel. All Company Material Contracts are in written form.

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 3.12(a)-(wSections 3.11(a)-(n) of the Company Disclosure Letter Schedule set forth a list of each of the following Contracts Contracts, as of the date hereof, to which the Company or any Company Subsidiary of its Subsidiaries is a party or to which the Company or Company, any Company Subsidiary of its Subsidiaries or any of their respective assets or properties is currently bound (each a “other than with respect to the plans set forth on Section 3.16(d) of the Company Material Contract”Disclosure Schedule): (a) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC); (b) any Contract providing for payments (whether fixed, contingent or otherwise) by or to it in an aggregate amount of Fifty Thousand Dollars ($200,000.00 50,000) or more on an annual basismore; (cb) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to manufacture, reproduce, sell, sublicense, lease, distribute, market or take orders for any of its products, services or technology; (dc) any Contract providing for the development of any software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property for (or for the benefit or use of) it, or providing for the purchase by or license to (or for the benefit or use of) it of any software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property, which software, content, technology or Intellectual Property is material in any manner to the Company Business and used or incorporated (or is contemplated by it to be used or incorporated) in connection with any aspect or element of any product, service or technology of it (other than software generally available to the public at a per copy license fee of less than $5,000.00 per copy)it; (ed) any joint venture or partnership Contract that has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses with any other party or a payment of royalties to any other partyContract; (fe) any Contract for or relating to the employment by it of any director, officer, employee or consultant or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it without material cost or other material Liability, including any contract requiring it to make a material payment to any director, officer, employee or consultant on account of the Merger, any transaction contemplated by this Agreement or any Contract that is entered into in connection with this Agreement; (gf) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAP; (h) any lease or other Contract under which it is lessee of or holds or operates any items of material tangible personal property or real property owned in excess of 10,000 square feet by any third party; (ig) any Contract that restricts it from (i1) engaging in any aspect of its business, (ii2) participating or competing in any line of business business, market or marketgeographic area, (iii3) freely setting prices for its products, services or technologies (including most favored customer pricing provisions), or (iv4) engaging in soliciting potential employees, consultants, contractors or other suppliers or customers; (h) any business in any market or geographic area or Contract that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party, or (v) soliciting potential employees, consultants, contractors or other suppliers or customersPerson; (j) any Company IP Rights Agreement listed in Schedule 3.14(e) of the Company Disclosure Letter or listed in Schedule 3.14(h) of the Company Disclosure Letter or for the license of Open Source Materials that are incorporated into, integrated or bundled with the Company Products or Services; (ki) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of its capital stock Company Capital Stock or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stockCompany Capital Stock, other securities or options, warrants or other rights therefor, except for those Contracts conforming to in substantially the form of the standard forms of option and restricted agreement evidencing incentive stock unit agreement options or non-statutory stock options under the Company Option Stock Plans (notwithstanding any variation in terms related and the Contracts to vesting schedules, performance criteria, number of shares and other terms specific be terminated pursuant to an individual’s grant)Section 8.2(g) hereof; (lj) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (mk) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Debt obligations, liabilities (whether accrued, absolute, contingent or performance obligations otherwise) or indebtedness of any other PersonPerson other than those made in the ordinary course of its business; (nl) any Contract providing for indemnification or warranting by it (other than pursuant to its standard customer agreement, the form of which is included in Schedule 3.12(n) of the Company Disclosure Letter and other than any Contracts for occupancy of any Leased Real Property); (o) any Contract other than Company Benefit Arrangements set forth in Section 3.16(d)(i) of the Company Disclosure Letter or Contract with its officers, directors, or employees that provides for compensation of less than $250,000.00 per annum (i) in which its officers, directorsdirectors or Altera Corporation, 10% stockholders or to the knowledge of the Company any member of their immediate families, is directly or indirectly interested (whether as a party or otherwise) or (ii) with any Person with whom it does not deal at arm’s length); (pm) any Contract pursuant to which it has acquired or sold a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase or sale of stock, purchase of assets or sale of assets, license or otherwise since January 1, 2005, or any Contract pursuant to which it has any material ownership interest in any other Person (other than the Company Subsidiaries); (q) any Contract with a Governmental Authority (excluding Governmental Permits); (r) any Contract pursuant to which it has purchased any real property; (s) any Contract relating to the membership of, or participation by it in, or the affiliation of it with, any industry standards group or association; (t) any material settlement or litigation “standstill” agreement, or any tolling agreement, in each case entered into after January 1, 2005otherwise; or (un) any other Contract under which the Company’s entering into this Agreement that is material to it or the consummation of the Merger its business, operations, financial condition, properties or the transactions contemplated thereby shall give rise to, or trigger the application of, any material rights of any third party or any material obligations of the Company or any Company Subsidiary that would come into effect upon the consummation of the Mergerassets. A true and complete copy of each agreement or document document, including any amendments thereto, required by these subsections (a)-(ua)-(n) of this Section 3.12 3.11 to be listed on Schedule 3.12 Section 3.11 of the Company Disclosure Letter Schedule has been delivered to Acquiror’s legal counselParent. All As of the Agreement Date, each of the Company Material Contracts are is a legal, valid and binding obligation of the Company or its Subsidiaries (assuming the due authorization, execution and delivery by the other parties thereto) and is in written formfull force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Laws relating to or affecting creditors generally and by the availability of equitable remedies (whether in proceedings at law or in equity).

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 3.12(a)-(wSections 3.11(a)-(n) of the Company NSC Disclosure Letter Schedule set forth a list of each of the following Contracts Contracts, as of the date hereof, to which HoldCo or the Company or any Company Subsidiary is a party or to which HoldCo, the Company or any Company Subsidiary or any of their respective assets or properties is currently bound (each a “Company Material Contract”other than with respect to the plans set forth on Section 3.16(d) of the NSC Disclosure Schedule): (a) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC); (b) any Contract providing for payments (whether fixed, contingent or otherwise) by or to it (directly or indirectly) in an aggregate amount of Fifty Thousand Dollars ($200,000.00 50,000) or more on an annual basismore; (cb) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to manufacture, reproduce, sell, sublicense, lease, distribute, market or take orders for any of its products, services or technology; (dc) any Contract providing for the development of any software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property for (or for the benefit or use of) it, or providing for the purchase by or license to (or for the benefit or use of) it of any software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property, which software, content, technology or Intellectual Property is material in any manner to HoldCo’s Business and used or incorporated (or is contemplated by it to be used or incorporated) in connection with any aspect or element of any product, service or technology of it (other than software generally available to the public at a per copy license fee of less than $5,000.00 per copy)it; (ed) any joint venture or partnership Contract that has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses with any other party or a payment of royalties to any other partyContract; (fe) any Contract for or relating to the employment by it of any director, officer, employee or consultant or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it without material cost or other material Liability, including any contract requiring it to make a material payment to any director, officer, employee or consultant on account of the Merger, any other transaction contemplated by this Agreement or any Contract that is entered into in connection with this Agreement; (gf) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAP; (h) any lease or other Contract under which it is lessee of or holds or operates any items of material tangible personal property or real property owned in excess of 10,000 square feet by any third party; (ig) any Contract that restricts it from (i1) engaging in any aspect of its business, (ii2) participating or competing in any line of business business, market or marketgeographic area, (iii3) freely setting prices for its products, services or technologies (including most favored customer pricing provisions), or (iv4) engaging in soliciting potential employees, consultants, contractors or other suppliers or customers; (h) any business in any market or geographic area or Contract that grants any exclusive rights, rights of refusal, rights of first negotiation or similar rights to any party, or (v) soliciting potential employees, consultants, contractors or other suppliers or customersPerson; (j) any Company IP Rights Agreement listed in Schedule 3.14(e) of the Company Disclosure Letter or listed in Schedule 3.14(h) of the Company Disclosure Letter or for the license of Open Source Materials that are incorporated into, integrated or bundled with the Company Products or Services; (ki) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of its capital stock HoldCo Capital Stock, limited liability interests of the Company, or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stockHoldCo Capital Stock or limited liability interests of the Company, other securities or options, warrants or other rights therefor, except for those Contracts conforming to the standard forms of option and restricted stock unit agreement under the Company Option Plans (notwithstanding any variation in terms related be terminated pursuant to vesting schedules, performance criteria, number of shares and other terms specific to an individual’s grant)Section 8.2(g) hereof; (lj) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (mk) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Debt obligations, liabilities (whether accrued, absolute, contingent or performance obligations otherwise) or indebtedness of any other PersonPerson other than those made in the ordinary course of its business; (nl) any Contract providing for indemnification or warranting by it (other than pursuant to its standard customer agreement, the form of which is included in Schedule 3.12(n) of the Company Disclosure Letter and other than any Contracts for occupancy of any Leased Real Property); (o) any Contract other than Company Benefit Arrangements set forth in Section 3.16(d)(i) of the Company Disclosure Letter or Contract with its officers, directors, or employees that provides for compensation of less than $250,000.00 per annum (i) in which its officers, directors, 10% stockholders directors or to the knowledge of the Company any member of their immediate families, is directly or indirectly interested (whether as a party or otherwise) or (ii) with any Person with whom it does not deal at arm’s length); (pm) any Contract pursuant to which it has acquired or sold a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase or sale of stock, purchase of assets or sale of assets, license or otherwise since January 1, 2005, or any Contract pursuant to which it has any material ownership interest in any other Person (other than the Company Subsidiaries); (q) any Contract with a Governmental Authority (excluding Governmental Permits); (r) any Contract pursuant to which it has purchased any real property; (s) any Contract relating to the membership of, or participation by it in, or the affiliation of it with, any industry standards group or association; (t) any material settlement or litigation “standstill” agreement, or any tolling agreement, in each case entered into after January 1, 2005otherwise; or (un) any other Contract under which the Company’s entering into this Agreement that is material to it or the consummation of the Merger its business, operations, financial condition, properties or the transactions contemplated thereby shall give rise to, or trigger the application of, any material rights of any third party or any material obligations of the Company or any Company Subsidiary that would come into effect upon the consummation of the Mergerassets. A true and complete copy of each agreement or document document, including any amendments thereto, required by these subsections (a)-(ua)-(n) of this Section 3.12 3.11 to be listed on Schedule 3.12 Section 3.11 of the Company NSC Disclosure Letter Schedule has been delivered to Acquiror’s legal counselParent. All Company As of the Agreement Date, each of the NSC Material Contracts are is a legal, valid and binding obligation of HoldCo or the Company (assuming the due authorization, execution and delivery by the other parties thereto) and is in written formfull force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar Applicable Laws relating to or affecting creditors generally and by the availability of equitable remedies (whether in proceedings at law or in equity).