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

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedule 3.12 of the Company Disclosure Letter sets forth, by applicable subsection, a correct and complete a list as of the Agreement Date of each of the following Contracts to which the Company is a party, or by which the Company is bound (such Contracts, whether or not listed on Schedule 3.12 of the Company Disclosure Letter, and together with the Material IP Licenses, hereinafter referred to each a “Company Material Contract”): (a) any Contract that has provided for payments in an aggregate amount of $250,000 or more since January 1, 2018 either (i) by the Company to any third party or (ii) by any third party to the Company (other than (A) a Company Benefit Arrangement or (B) Existing Employment Agreements); (b) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract evidencing Debt for borrowed money of the Company or for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or that evidences any Encumbrance (other than a Permitted Encumbrance) on the Company’s assets or properties, or that evidences a leasing transaction of a type required to be capitalized in accordance with U.S. GAAP; (c) any lease, sublease, occupancy or co-location agreement or other Contract under which it is lessee or sublessee of any items of tangible personal property owned by any third party, that involves payments by it in an aggregate amount of $100,000 or more over the life of the Contract; (d) any joint venture, tax sharing, partnership or similar Contract that has involved a sharing of revenues, profits, cash flows, expenses, Liabilities or losses with any other party; (e) any Contract providing for indemnification of any officer, director or employee; (f) any Contract of guarantee, assumption or endorsement (but not indemnification) of the Liabilities or debts of any other Person; (g) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any of its Equity Interests; (h) any Contract for or relating to (i) the employment by it of any individual director, officer or employee of the Company whose base salary is at least $150,000 that is not terminable by the Company on 30 days’ or less notice without further cost or other liability (other than under applicable Law) or (ii) the termination of services of any director, officer or employee of the Company whose base salary is at least $150,000 (including any separation, release or similar Contract), which provides for outstanding payments (other than for accrued wages for services performed or payments required under applicable Law) by the Company, in cash or otherwise (collectively, the “Existing Employment Agreements”); (i) any Contract providing for severance, retention or change of control benefits to an employee whose base salary is at least $150,000; (j) any Contract entered into pursuant to which it has (i) acquired a material business or entity, or substantially all the assets of a material business or entity or (ii) disposed of any material assets or properties, in each case whether by way of merger, consolidation, purchase of Equity Interests, purchase of assets, license or otherwise, and, in each case, pursuant to which the Company has any outstanding obligation; provided, that the foregoing shall not apply to non-disclosure agreements entered into in connection therewith; (k) any active Contract with a Governmental Authority; (l) all Contracts that contain or provide for “most favored nations”, exclusivity, rights of first refusal, rights of first offer or similar terms or otherwise materially restrict the right of the Company or any of its Affiliates to (i) engage in any line of business or geographic region with any Person, (ii) solicit any customers, suppliers, employees or contractors of any other Person, or (iii) compete with any Person; (m) all Contracts with Material Customers; (n) all Contracts with Material Suppliers; (o) each form of Contract used by the Company as a standard form in the ordinary course of business; (p) outstanding powers-of-attorney granted by the Company for any purpose whatsoever; (q) all Contracts related to capital projects and capital expenditures in excess of $250,000 individually or $500,000 in the aggregate;

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedule 3.12 of the Company Disclosure Letter sets forth, by applicable subsection, a correct and complete a list as of the Agreement Date of each of the following Contracts to which the Company is a party, or by which the Company is bound (such Contracts, whether or not listed on Schedule 3.12 of the Company Disclosure Letter, and together with the Material IP Licenses, hereinafter referred to each a “Company Material Contract”): (a) any Contract that has provided for payments in an aggregate amount of $250,000 or more since January 1, 2018 either (i) by the Company to any third party or (ii) by any third party to the Company (other than (A) a Company Benefit Arrangement or (B) Existing Employment Agreements); (b) any indenture, mortgage, trust deed, promissory note, loan agreement, security agreement, guarantee or other Contract evidencing Debt for borrowed money of the Company or for or with respect to the borrowing of money, a line of credit, any currency exchange, commodities or other hedging arrangement, or that evidences any Encumbrance (other than a Permitted Encumbrance) on the Company’s assets or properties, or that evidences a leasing transaction of a type required to be capitalized in accordance with U.S. GAAP; (c) any lease, sublease, occupancy or co-location agreement or other Contract under which it is lessee or sublessee of any items of tangible personal property owned by any third party, that involves payments by it in an aggregate amount of $100,000 or more over the life of the Contract; (d) any joint venture, tax sharing, partnership or similar Contract that has involved a sharing of revenues, profits, cash flows, expenses, Liabilities or losses with any other party; (e) any Contract providing for indemnification of any officer, director or employee; (f) any Contract of guarantee, assumption or endorsement (but not indemnification) of the Liabilities or debts of any other Person; (g) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any of its Equity Interests; (h) any Contract for or relating to (i) the employment by it of any individual director, officer or employee of the Company whose base salary is at least $150,000 that is not terminable by the Company on 30 days’ or less notice without further cost or other liability (other than under applicable Law) or (ii) the termination of services of any director, officer or employee of the Company whose base salary is at least $150,000 (including any separation, release or similar Contract), which provides for outstanding payments (other than for accrued wages for services performed or payments required under applicable Law) by the Company, in cash or otherwise (collectively, the “Existing Employment Agreements”); (i) any Contract providing for severance, retention or change of control benefits to an employee whose base salary is at least $150,000; (j) any Contract entered into pursuant to which it has (i) acquired a material business or entity, or substantially all the assets of a material business or entity or (ii) disposed of any material assets or properties, in each case whether by way of merger, consolidation, purchase of Equity Interests, purchase of assets, license or otherwise, and, in each case, pursuant to which the Company has any outstanding obligation; provided, that the foregoing shall not apply to non-disclosure agreements entered into in connection therewith; (k) any active Contract with a Governmental Authority; (l) all Contracts that contain or provide for “most favored nations”, exclusivity, rights of first refusal, rights of first offer or similar terms or otherwise materially restrict the right of the Company or any of its Affiliates to (i) engage in any line of business or geographic region with any Person, (ii) solicit any customers, suppliers, employees or contractors of any other Person, or (iii) compete with any Person; (m) all Contracts with Material Customers; (n) all Contracts with Material Suppliers; (o) each form of Contract used by the Company as a standard form in the ordinary course of business; (p) outstanding powers-of-attorney granted by the Company for any purpose whatsoever; ; (q) all Contracts related to capital projects and capital expenditures in excess of $250,000 individually or $500,000 in the aggregate; (r) all Contracts with advertising or promotion agencies; (s) all Contracts regarding the distribution of prizes to contestants in games of chance or skill; (t) all Contracts regarding sponsorship, co-sponsorship; procurement of talent, endorsement, spokespersons, or similar third-party promotional agreements; (u) all Contracts related to cause-relating marketing, including commercial co-venture agreements that are related to cause-related marketing; and (v) each other Contract, to the extent not contemplated by Sections 3.12(a) through 3.12(u) above, to which the Company is a party or by which it or its assets are otherwise bound which is reasonably likely to involve the payment to or by the Company of more than $250,000 in the aggregate.