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

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 4.11(a)-(u) of the Company Disclosure Letter set forth a list of each of the following Contracts to which the Company is a party as of the Agreement Date or to which the Company or any of its assets or properties is bound as of the Agreement Date (each a “Company Material Contract”): (a) any Contract providing for payments (whether fixed, contingent or otherwise) by or to it in an aggregate amount of $10,000 or more; (b) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for any of its products, services or technology that is material to the Company Business; (c) 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 $500 per copy); (d) 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; (e) any Contract for or relating to the employment or retention 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 cost or other Liability, including any contract requiring it to make a 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; (f) 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 Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (g) any lease or other Contract under which it is lessee of or holds or operates any items of tangible personal property or real property owned by any third party; (h) any Contract that limits its freedom to engaging or participating in any aspect of its business; from participating or competing in any line of business or market; from freely setting prices for its products, services or technologies (including most favored customer pricing provisions); from 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 from soliciting potential employees, consultants, contractors or other suppliers or customers; (i) any Company IP Rights Agreement (as defined in Section 4.13(b)); (j) 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 agreement under the Company Option Plan; (k) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (l) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person; (m) 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 4.11(m)); (n) any Contract (i) in which its officers, directors, employees or stockholders or 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; (o) any Contract pursuant to which it has acquired a business or entity, or assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise; (p) any Contract with a Governmental Authority or any Governmental Permit (as defined in Section 4.14(c)); (q) any Contract providing for development of technology for it; (r) any Contract to license or authorize any third party to manufacture or reproduce any of its products, services, technology or Intellectual Property; (s) any settlement agreement entered into within five years prior to the date hereof; (t) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Merger or other transactions contemplated hereunder, either alone or in combination with any other event; (u) any Contract containing any material support, maintenance or service obligations on the part of the Company, other than those obligations that are terminable by the Company on no more than 30 days notice without penalty, liability, adverse effect, or financial obligation to or impairment of any right of the Company; (v) any material agreement pursuant to which the Company has continuing material obligations to develop any Intellectual Property that will not be wholly owned by the Company and which may not be terminated without penalty, liability, adverse effect or financial obligation to or impairment of any right of the Company upon notice of 30 days or less; or (w) any other Contract that is material to it or its business, operations, financial condition, properties or assets. A true and complete copy of each agreement or document required by these subsections (a)-(u) of this Section 4.11 to be listed on Schedule 4.11 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 4.11(a)-(u3.11(a)-(o) of the Company Disclosure Letter Schedule set forth a list of each of the following Contracts to which the Company is a party as of the Agreement Date or to which the Company or any of its assets or properties is bound as of the Agreement Date (each a “Company Material Contract”):bound: (a) any Contract providing for payments (whether fixed, contingent or otherwise) by or (i) to it in an aggregate amount of $10,000 100,000 or moremore or (ii) by it in an aggregate amount of $50,000 or more per annum; (b) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), non-employee sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for any of its products, services or technology that is material and to whom payments (whether fixed, contingent or otherwise) are payable by the Company Businessin an aggregate amount of $100,000 or more; (c) any Contract with a provision expressly providing for the development payment of refunds, rebates, credits or chargebacks by the Company; (d) any Contract providing for the development, in each case, by a third party 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 in development by it to be used or incorporated) in connection with any aspect or element of any product, service Company Product or technology Service of it (other than software generally available to the public at a per copy license fee of less than $500 per copy)it; (de) any joint venture or partnership Contract that has involved, or is reasonably expected to involve, forming a sharing of revenues, profits, cash flows, expenses or losses with any other party or a payment of royalties to any other partylegal partnership; (ef) any Contract for or relating to the employment or retention by it of any director, officer, employee or consultant, consultant or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it without cost or other Liability, including any such contract requiring it to make a payment to any director, officer, employee or consultant on account of the Merger, any transaction contemplated by this Agreement or any such Contract that is entered into in connection with this Agreement; (fg) 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 Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (g) any lease or other Contract under which it is lessee of or holds or operates any items of tangible personal property or real property owned by any third partyGAAP; (h) any Contract that limits its freedom restricts it from (1) soliciting or selling to engaging or participating in any aspect of its business; from potential customer, (2) participating or competing in any line of business business, market or market; from geographic area, (3) freely setting prices for its products, services or technologies to potential customers (including most favored customer pricing provisions); from engaging , except for price reduction clauses provide for in agreements by Company resellers with the U.S. Government General Services Administration (GSA), or (4) soliciting potential employees, consultants, contractors or other suppliers or customers; (i) 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 from soliciting potential employees, consultants, contractors or other suppliers or customers; (i) any Company IP Rights Agreement (as defined in Section 4.13(b))Person; (j) 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 in substantially the form of the standard agreement evidencing incentive stock options or non-statutory stock options under the Company Option PlanStock Plan and the Contracts to be terminated pursuant to Section 7.2(h) hereof; (k) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (l) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, except for indemnification obligations made in the ordinary course in its Contracts with its customers, dealers, distributors, OEMs (original equipment manufacturers), VARs (value added resellers), licensors, suppliers, vendors or non-employee sales representatives; (m) 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 4.11(m)); (n) any Contract (i) in which its officers, directors, employees or stockholders or any member of their immediate families is have directly or indirectly interested a pecuniary interest (whether as a party or otherwise) or (ii) with any Person with whom it does not deal at arm’s length); (on) any Contract pursuant to which it has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise; (p) any Contract with a Governmental Authority or any Governmental Permit (as defined in Section 4.14(c)); (q) any Contract providing for development of technology for it; (r) any Contract to license or authorize any third party to manufacture or reproduce any of its products, services, technology or Intellectual Property; (s) any settlement agreement entered into within five years prior to the date hereof; (t) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Merger or other transactions contemplated hereunder, either alone or in combination with any other event; (u) any Contract containing any material support, maintenance or service obligations on the part of the Company, other than those obligations that are terminable by the Company on no more than 30 days notice without penalty, liability, adverse effect, or financial obligation to or impairment of any right of the Company; (v) any material agreement pursuant to which the Company has continuing material obligations to develop any Intellectual Property that will not be wholly owned by the Company and which may not be terminated without penalty, liability, adverse effect or financial obligation to or impairment of any right of the Company upon notice of 30 days or less; or (wo) any Contract other Contract than those required by these subsections (a)-(n) of this Section 3.11 to be listed on Schedule 3.11 of the Company Disclosure Schedule described in subsections (a)-(n), that is a “material to it or its business, operations, financial condition, properties or assetscontract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities and Exchange Commission. A true and complete copy of each agreement or document document, including any amendments thereto, required by these subsections (a)-(ua)-(o) of this Section 4.11 3.11 to be listed on Schedule 4.11 3.11 of the Company Disclosure Letter Schedule has been delivered to Acquiror’s legal counselPAR3. All Company Material Contracts are in written form.

Contracts, Agreements, Arrangements, Commitments and Undertakings. Schedules 4.11(a)-(uSection 3.11(a)-(n) of the Company Disclosure Letter Schedule set forth a list of each of the following Contracts to which the Company or any of its Subsidiaries is a party as of the Agreement Date or to which the Company Company, any of its Subsidiaries or any of its their assets or properties is bound as of the Agreement Date (each a “Company Material Contract”):bound: (a) any Contract providing for payments (whether fixed, contingent or otherwise) by or to it in an aggregate amount of Ten Thousand Dollars ($10,000 10,000) or more; (b) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for any of its products, services or technology that is material to the Company Businesstechnology; (c) any Contract providing for the development of any software, content (including textual content and visual, photographic or graphics content), technology or intellectual property 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 propertyIntellectual Property, which software, content, technology or intellectual property 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 $500 per copy)it; (d) 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; (e) any Contract for or relating to the employment or retention by it of any director, officer, employee or consultant, consultant or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it without cost or other Liability, including any contract requiring it to make a 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; (f) 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 Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards BoardGAAP; (g) any lease or other Contract under which it is lessee of or holds or operates any items of tangible personal property or real property owned by any third party; (h) any Contract that limits its freedom to restricts it from (1) engaging or participating in any aspect of its business; from , (2) participating or competing in any line of business business, market or market; from geographic area, (3) freely setting prices for its products, services or technologies (including most favored customer pricing provisions); from engaging in , or (4) 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 from soliciting potential employees, consultants, contractors or other suppliers or customersPerson; (i) any Company IP Rights Agreement (as defined in Section 4.13(b)); (j) 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 in substantially the form of the standard agreement evidencing incentive stock options or non-statutory stock options under the Company Option PlanStock Plan and the Contracts to be terminated pursuant to Section 8.2(g) hereof; (kj) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (lk) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person; (ml) 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 4.11(m)); (n) any Contract (i) in which its officers, directors, employees or stockholders or 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); (om) any Contract pursuant to which it has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise; (p) any Contract with a Governmental Authority or any Governmental Permit (as defined in Section 4.14(c)); (q) any Contract providing for development of technology for it; (r) any Contract to license or authorize any third party to manufacture or reproduce any of its products, services, technology or Intellectual Property; (s) any settlement agreement entered into within five years prior to the date hereof; (t) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Merger or other transactions contemplated hereunder, either alone or in combination with any other event; (u) any Contract containing any material support, maintenance or service obligations on the part of the Company, other than those obligations that are terminable by the Company on no more than 30 days notice without penalty, liability, adverse effect, or financial obligation to or impairment of any right of the Company; (v) any material agreement pursuant to which the Company has continuing material obligations to develop any Intellectual Property that will not be wholly owned by the Company and which may not be terminated without penalty, liability, adverse effect or financial obligation to or impairment of any right of the Company upon notice of 30 days or less; or (wn) any other Contract that is material to it or its business, operations, financial condition, properties or assets. A true and complete copy of each agreement or document required by these subsections (a)-(u) of this Section 4.11 to be listed on Schedule 4.11 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 4.11(a)-(uSection 3.11(a)-(n) of the Company Disclosure Letter Schedule set forth a list of each of the following Contracts to which the Company or any of its Subsidiaries is a party as of the Agreement Date or to which the Company Company, any of its Subsidiaries or any of its their assets or properties is bound as of the Agreement Date (each a “Company Material Contract”):bound: (a) any Contract providing for payments (whether fixed, contingent or otherwise) by or to it in an aggregate amount of Fifty Thousand Dollars ($10,000 50,000) or more; (b) any dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for any of its products, services or technology that is material to the Company Businesstechnology; (c) any Contract providing for the development of any software, content (including textual content and visual, photographic or graphics content), technology or intellectual property 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 propertyIntellectual Property, which software, content, technology or intellectual property 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 $500 per copy)it; (d) 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; (e) any Contract for or relating to the employment or retention by it of any director, officer, employee or consultant, consultant or any other type of Contract with any of its officers, employees or consultants that is not immediately terminable by it without cost or other Liability, including any contract requiring it to make a 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; (f) 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 Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards BoardGAAP; (g) any lease or other Contract under which it is lessee of or holds or operates any items of tangible personal property or real property owned by any third party; (h) any Contract that limits its freedom to restricts it from (1) engaging or participating in any aspect of its business; from , (2) participating or competing in any line of business business, market or market; from geographic area, (3) freely setting prices for its products, services or technologies (including most favored customer pricing provisions); from engaging in , or (4) 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 from soliciting potential employees, consultants, contractors or other suppliers or customersPerson; (i) any Company IP Rights Agreement (as defined in Section 4.13(b)); (j) 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 agreement evidencing incentive stock options or non-statutory stock options under the Company Option PlanPlan and the Contracts to be terminated pursuant to Section 8.2(e) hereof; (kj) any Contract with any labor union or any collective bargaining agreement or similar Contract with its employees; (lk) any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person; (ml) 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 4.11(m)); (n) any Contract (i) in which its officers, directors, employees or stockholders or 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); (om) any Contract pursuant to which it has acquired a business or entity, or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise; (p) any Contract with a Governmental Authority or any Governmental Permit (as defined in Section 4.14(c)); (q) any Contract providing for development of technology for it; (r) any Contract to license or authorize any third party to manufacture or reproduce any of its products, services, technology or Intellectual Property; (s) any settlement agreement entered into within five years prior to the date hereof; (t) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Merger or other transactions contemplated hereunder, either alone or in combination with any other event; (u) any Contract containing any material support, maintenance or service obligations on the part of the Company, other than those obligations that are terminable by the Company on no more than 30 days notice without penalty, liability, adverse effect, or financial obligation to or impairment of any right of the Company; (v) any material agreement pursuant to which the Company has continuing material obligations to develop any Intellectual Property that will not be wholly owned by the Company and which may not be terminated without penalty, liability, adverse effect or financial obligation to or impairment of any right of the Company upon notice of 30 days or less; or (wn) any other Contract that is material to it or its business, operations, financial condition, properties or assets. 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 4.11 3.11 to be listed on Schedule 4.11 Section 3.11 of the Company Disclosure Letter Schedule has been delivered to Acquiror’s legal counselParent. As of the Agreement Date, each of the Company Material Contracts 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 full 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). All Company Material Contracts are in written form.