Common use of Contracts/Agreements Clause in Contracts

Contracts/Agreements. (i) Except as disclosed in the Disclosure Schedule, the Company is not a party to or bound by: 1. any customer, license, sale, distribution, commission, marketing, agent, franchise, technical assistance or similar Contract relating to or providing for the marketing and/or sale of products or services to which the Company is a party or by which it is otherwise bound; 2. any Contract involving the license of any patent, copyright, trade secret or other proprietary right constituting Intellectual Property to or from the Company; 3. 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) use by the Company, or providing for the purchase by or license to (or for the benefit or use of) it of any hardware, software, content (including textual content and visual, photographic or graphics content), technology or intellectual property, which hardware, integrated circuits, 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 or service provided by or technology used by the Company; 4. any agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (A) any agreement relating to Indebtedness or (B) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to indebtedness; 6. any joint venture or partnership or other similar agreement; 7. any agreement with any Affiliate of the Company, with any director or officer of the Company, or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the 1000 Xxx) of any such director or officer, other than employment, invention assignment and equity-related agreements provided to Buyer; 8. any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization not otherwise disclosed on the Disclosure Schedule or not cancellable on thirty (30) days notice or less without penalty; 9. any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement not otherwise disclosed on the Disclosure Schedule; 10. any other oral or written Contract or obligation that individually has a value in excess of $15,000 or is otherwise material to the Company or its businesses, operations, financial condition, properties or assets. (ii) Each agreement, contract, plan, lease, arrangement or commitment required to be disclosed, and which would be required to be disclosed absent disclosure elsewhere, pursuant to Section 4(bb)(i) above (each, a “Material Contract”) is a valid and binding agreement the Company and is in full force and effect with respect to the Company and, to the Knowledge of Company, each other party thereto, and neither the Company, nor to the Knowledge of Company, any other party thereto, is in default or breach in any material respect under the terms of any such Material Contract, and, to the Knowledge of Company, no event or circumstance has occurred that, with notice or lapse of time or both, would reasonably be expected to constitute any event of default thereunder. True and complete copies of each such Material Contract have been provided to Buyer. The Company has fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Company prior to the date hereof. (iii) Except in the ordinary course of business, no Person is renegotiating or seeking to renegotiate, or, to the Knowledge of Company, has a right (absent any default or breach of a Material Contract) pursuant to the terms of any Material Contract to renegotiate, any material amount paid or payable to the Company under any Material Contract or any other material term or provision of any Material Contract. The Company has not received any written indication or, to the Knowledge of the Company, verbal indication of an intention to terminate or renegotiate the terms of any of the Material Contracts by any of the parties to any of the Material Contracts.

Contracts/Agreements. (i) Except as disclosed in the Disclosure Schedule, the Company is not a party to or bound by: 1. any customer, license, sale, distribution, commission, marketing, agent, franchise, technical assistance or similar Contract relating to or providing for the marketing and/or sale of products or services to which the Company is a party or by which it is otherwise bound; 2. any Contract involving the license of any patent, copyright, trade secret or other proprietary right constituting Intellectual Property to or from the Company; 3. 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) use by the Company, or providing for the purchase by or license to (or for the benefit or use of) it of any hardware, software, content (including textual content and visual, photographic or graphics content), technology or intellectual property, which hardware, integrated circuits, 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 or service provided by or technology used by the Company; 4. any agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (A) any agreement relating to Indebtedness or (B) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to indebtedness; 6. any joint venture or partnership or other similar agreement; 7. any agreement with any Affiliate of the Company, with any director or officer of the Company, or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the 1000 Xxx1934 Act) of any such director or officer, other than employment, invention assignment and equity-related agreements provided to Buyer; 8. any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization not otherwise disclosed on the Disclosure Schedule or not cancellable on thirty (30) days notice or less without penalty; 9. any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement not otherwise disclosed on the Disclosure Schedule; 10. any other oral or written Contract or obligation that individually has a value in excess of $15,000 or is otherwise material to the Company or its businesses, operations, financial condition, properties or assets. (ii) Each agreement, contract, plan, lease, arrangement or commitment required to be disclosed, and which would be required to be disclosed absent disclosure elsewhere, pursuant to Section 4(bb)(i) above (each, a “Material Contract”) is a valid and binding agreement the Company and is in full force and effect with respect to the Company and, to the Knowledge of Company, each other party thereto, and neither the Company, nor to the Knowledge of Company, any other party thereto, is in default or breach in any material respect under the terms of any such Material Contract, and, to the Knowledge of Company, no event or circumstance has occurred that, with notice or lapse of time or both, would reasonably be expected to constitute any event of default thereunder. True and complete copies of each such Material Contract have been provided to Buyer. The Company has fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Company prior to the date hereof. (iii) Except in the ordinary course of business, no Person is renegotiating or seeking to renegotiate, or, to the Knowledge of Company, has a right (absent any default or breach of a Material Contract) pursuant to the terms of any Material Contract to renegotiate, any material amount paid or payable to the Company under any Material Contract or any other material term or provision of any Material Contract. The Company has not received any written indication or, to the Knowledge of the Company, verbal indication of an intention to terminate or renegotiate the terms of any of the Material Contracts by any of the parties to any of the Material Contracts.

Contracts/Agreements. (i) Except as disclosed in the Disclosure Schedule, the Company is not a party to or bound by: 1. any customer, license, sale, distribution, commission, marketing, agent, franchise, technical assistance or similar Contract relating to or providing for the marketing and/or sale of products or services to which the Company is a party or by which it is otherwise bound; 2. any Contract involving the license of any patent, copyright, trade secret or other proprietary right constituting Intellectual Property to or from the Company; 3. 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) use by the Company, or providing for the purchase by or license to (or for the benefit or use of) it of any hardware, software, content (including textual content and visual, photographic or graphics content), technology or intellectual property, which hardware, integrated circuits, 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 or service provided by or technology used by the Company; 4. any agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (A) any agreement relating to Indebtedness or (B) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to indebtedness; 6. any joint venture or partnership or other similar agreement; 7. any agreement with any Affiliate of the Company, with any director or officer of the Company, or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the 1000 0000 Xxx) of any such director or officer, other than employment, invention assignment and equity-related agreements provided to Buyer; 8. any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization not otherwise disclosed on the Disclosure Schedule or not cancellable on thirty (30) days notice or less without penalty; 9. any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement not otherwise disclosed on the Disclosure Schedule; 10. any other oral or written Contract or obligation that individually has a value in excess of $15,000 or is otherwise material to the Company or its businesses, operations, financial condition, properties or assets. (ii) Each agreement, contract, plan, lease, arrangement or commitment required to be disclosed, and which would be required to be disclosed absent disclosure elsewhere, pursuant to Section 4(bb)(i) above (each, a “Material Contract”) is a valid and binding agreement the Company and is in full force and effect with respect to the Company and, to the Knowledge of Company, each other party thereto, and neither the Company, nor to the Knowledge of Company, any other party thereto, is in default or breach in any material respect under the terms of any such Material Contract, and, to the Knowledge of Company, no event or circumstance has occurred that, with notice or lapse of time or both, would reasonably be expected to constitute any event of default thereunder. True and complete copies of each such Material Contract have been provided to Buyer. The Company has fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Company prior to the date hereof. (iii) Except in the ordinary course of business, no Person is renegotiating or seeking to renegotiate, or, to the Knowledge of Company, has a right (absent any default or breach of a Material Contract) pursuant to the terms of any Material Contract to renegotiate, any material amount paid or payable to the Company under any Material Contract or any other material term or provision of any Material Contract. The Company has not received any written indication or, to the Knowledge of the Company, verbal indication of an intention to terminate or renegotiate the terms of any of the Material Contracts by any of the parties to any of the Material Contracts.