Common use of Contracts and Commitments; No Default Clause in Contracts

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a) of the Parent Disclosure Schedule, none of the Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Entity in the six-month period ended December 31, 2017; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or listed in Part 3.3(c) of the Parent Disclosure Schedule (the “Material Parent Contracts”) have been provided or made available to the Company for review. Except as set forth in Part 3.11(b) of the Parent Disclosure Schedule, all of the Material Parent Contracts are valid and enforceable by and against the Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Parent Entity is in breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Entity. To the Knowledge of Parent, no other party to a Material Parent Contract is in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Contract (or any Contract with a customer or potential customer of the Parent) has provided written notice to the Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a2.11(a) of the Parent Company Disclosure Schedule, none of the Parent Company Entities is a party to, nor are any of their respective assets bound by: (i) any Parent Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Company Associate for, or advancement to any Parent Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Company Entity; (iv) any Contract that (A) is not terminable on less than 30 days or less days’ notice without penalty, (B) is over one year in length of obligation to any Parent Company Entity, (C) involves an obligation of more than $50,000 over its term, or (D) represents is expected to represent more than 10% of the revenue or expense of any Parent Company Entity in the six-month period ended December 31, 2017; or (E) is a material master services or product supply agreement2012; (v) any Contract for the lease or sublease of the Parent Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 2.11 or listed in Part 3.3(c2.3(c) of the Parent Company Disclosure Schedule (the “Material Parent Company Contracts”) have been provided or made available to the Company Parent for review. Except as set forth in Part 3.11(b2.11(b) of the Parent Company Disclosure Schedule, all of the Material Parent Company Contracts are valid and enforceable by and against the Parent Company Entity party thereto in accordance with their terms, and are in full force and effect. No Parent Company Entity is in breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Company Entity. To the Knowledge of Parentthe Company, no other party to a Material Parent Company Contract is in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Contract (or any Contract with a customer or potential customer of the Parent) has provided written notice to the Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a) of the Parent Disclosure Schedule, none of the Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entity; (iv) any Contract that (A) is not terminable on less than 30 days or less days’ notice without penalty, (B) is over one year in length of obligation to any Parent Entity, (C) involves an obligation of more than $50,000 over its term, or (D) represents is expected to represent more than 10% of the revenue or expense of any Parent Entity in the six-month period ended December 31, 2017; or (E) is a material master services or product supply agreement2012; (v) any Contract for the lease or sublease of the Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or listed in Part 3.3(c) of the Parent Disclosure Schedule (the “Material Parent Contracts”) have been provided or made available to the Company for review. Except as set forth in Part 3.11(b) of the Parent Disclosure Schedule, all of the Material Parent Contracts are valid and enforceable by and against the Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Parent Entity is in breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Entity. To the Knowledge of Parent, no other party to a Material Parent Contract is in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Contract (or any Contract with a customer or potential customer of the Parent) has provided written notice to the Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a) of the Parent Disclosure Schedule, none of the Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Entity in the six-month period ended December 31June 30, 2017; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or listed in Part 3.3(c) of the Parent Disclosure Schedule (the “Material Parent Contracts”) have been provided or made available to the Company for review. Except as set forth in Part 3.11(b) of the Parent Disclosure Schedule, all of the Material Parent Contracts are valid and enforceable by and against the Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Parent Entity is in breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Entity. To the Knowledge of Parent, no other party to a Material Parent Contract is in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Contract (or any Contract with a customer or potential customer of the Parent) has provided written notice to the Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Parent, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a) of the Parent Company Disclosure Schedule, none of the Parent Entities Company is not a party to, nor are any of their respective assets the Company Assets bound by, any written or oral: (i) any Parent Employee Agreementemployment, non-competition, consulting or severance agreement, collective bargaining agreement, or pension, profit-sharing, incentive compensation, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay or retirement plan or agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entitythe Company; (iviii) any Contract contract, agreement, lease (real or personal property) or arrangement that (A) is not terminable on less than 30 days or less days' notice without penalty, (B) is not over one year in length of obligation to any Parent Entityof the Company, or (C) involves an obligation of more than $50,000 5,000 over its term; (iv) contract, (D) represents more than 10% of the revenue agreement, commitment or expense license relating to Intellectual Property Rights or contract, agreement or commitment of any Parent Entity in the six-month period ended December 31other type, 2017; whether or (E) is a material master services or product supply agreementnot fully performed, not otherwise disclosed pursuant to this Section 2.15; (v) any Contract for the lease or sublease of the Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (xvi) outstanding sales or purchase Contractscontracts, commitments or proposals that will are expected to result in any material loss upon completion or performance thereof after allowance for direct distribution expenses, or bound by any outstanding contracts, bids, sales or service proposals quoting prices that are not reasonably expected to result in a normal profit; or (xivii) contract, commitment, agreement or arrangement with any Contract, "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination of pay liabilities which would reasonably be expected to have result in a Parent Material Adverse Effectdisallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or listed in Part 3.3(c) of the Parent Disclosure Schedule 2.15 (the “Material Parent Contracts”"COMPANY CONTRACTS") have been provided or made available to the Company Parent for review. Except as set forth in Part 3.11(b) of the Parent Company Disclosure Schedule, all of the Material Parent Company Contracts items are valid and enforceable by and and, to the Company's knowledge, against the Parent Entity party thereto Company in accordance with their terms, and are in full force and effect. No Parent Entity Except as otherwise specified in the Company Disclosure Schedule, none of the Company Contracts contains a provision requiring the consent of any party with respect to the consummation of the transactions contemplated by this Agreement. The Company is not in material breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Company Contracts, and no facts or and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Entity. To thereof, and, to the Knowledge knowledge of Parentthe Company, no other party to parties thereto are in a Material Parent Contract is in material breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other partythereof. No other party to a Material Parent Contract (or any Contract with a customer or potential customer None of the Parent) has provided written notice Company Contracts is subject to the Parent of renegotiation with any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”)Authority.

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a‎2.11(a) of the Parent Company Disclosure Schedule, none of the Parent Company Entities is a party to, nor are any of their respective assets bound by: (i) any Parent Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Company Associate for, or advancement to any Parent Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Company Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Company Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Company Entity in the six-month period ended December 31, 2017; 2013, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 ‎2.11 or listed in Part 3.3(c‎2.3(c) of the Parent Company Disclosure Schedule (the “Material Parent Company Contracts”) have been provided or made available to the Company Parent for review. Except as set forth in Part 3.11(b‎2.11(b) of the Parent Company Disclosure Schedule, all of the Material Parent Company Contracts are valid and enforceable by and against the Parent Company Entity party thereto in accordance with their terms, and are in full force and effect. No Parent Company Entity is in breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Company Entity. To the Knowledge of Parentthe Company, no other party to a Material Parent Company Contract is in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Company Contract (or any Contract contract with a customer or potential customer of the ParentCompany) has provided written notice to the Parent Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Parent Company (a “Parent Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a) of the Parent Disclosure Schedule, none of the Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Entity in the sixthree-month period ended December 31September 30, 20172018; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityPerson; (x) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 Contemplated Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions; (xi) any joint marketing or development agreement; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of the Parent Entities for which a waiver of such right shall have not been obtained; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of the Parent Entities; (xiii) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xixiv) any Contract, the termination of which would reasonably be expected to have a Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or 3.11, listed in Part 3.3(c) of the Parent Disclosure Schedule and the Adynxx Merger Agreement (the “Material Parent Contracts”) have been provided or made available to the Company for review. Except as set forth in Part 3.11(b) of the Parent Disclosure Schedule, all of the Material Parent Contracts are valid and enforceable by and against the Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Parent Entity is in material breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such material breach, violation or default thereunder or thereof by such Parent Entity. To the Knowledge of Parent, no other party to a Material Parent Contract is in material breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Contract (or any Contract with a customer or potential customer of the Parent) has provided written notice to the Parent of any plans, intentions or actions that would have an a material adverse and material effect on the scope of services to be provided byby or profitability of the Parent, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a2.11(a) of the Parent Company Disclosure Schedule, none of the Parent Entities Company is not a party to, nor are any assets of their respective assets the Company bound by: (i) any Parent Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Company Associate for, or advancement to any Parent Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entitythe Company; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Entitythe Company, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Entity the Company in the six-month period ended December March 31, 2017; 2014, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity the Company (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a directormanager, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityPerson; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or listed in Part 3.3(c) of the Parent Disclosure Schedule 2.11 (the “Material Parent Company Contracts”) have been provided or made available to the Company Parent for review. Except as set forth in Part 3.11(b2.11(b) of the Parent Company Disclosure Schedule, all of the Material Parent Company Contracts are valid and enforceable by and against the Parent Entity party thereto Company in accordance with their terms, and are in full force and effect. No Parent Entity The Company is not in material breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such material breach, violation or default thereunder or thereof by such Parent Entitythe Company. To the Knowledge of Parentthe Company, no other party to a Material Parent Company Contract is in material breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof by such other party. No Except as set forth on Part 2.11(b) of the Company Disclosure Schedule, no other party to a Material Parent Company Contract (or any Contract contract with a customer or potential customer of the ParentCompany) has provided written notice to the Parent Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Parent Company (a “Parent Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a) of the Parent Disclosure Schedule, none of the Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Entity in the six-month period ended December March 31, 20172014; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityPerson; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or 3.11, listed in Part 3.3(c) of the Parent Disclosure Schedule and the Broadcast Merger Agreement (the “Material Parent Contracts”) have been provided or made available to the Company for review. Except as set forth in Part 3.11(b) of the Parent Disclosure Schedule, all of the Material Parent Contracts are valid and enforceable by and against the Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Parent Entity is in material breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such material breach, violation or default thereunder or thereof by such Parent Entity. To the Knowledge of Parent, no other party to a Material Parent Contract is in material breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Contract (or any Contract with a customer or potential customer of the Parent) has provided written notice to the Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Parent, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a‎3.11(a) of the Parent Disclosure Schedule, none of the Parent Entities is a party to, nor are any of their respective assets bound by: (i) any Parent Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Entity in the six-month period ended December 31, 20172013; or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 ‎3.11 or listed in Part 3.3(c‎3.3(c) of the Parent Disclosure Schedule (the “Material Parent Contracts”) have been provided or made available to the Company for review. Except as set forth in Part 3.11(b‎3.11(b) of the Parent Disclosure Schedule, all of the Material Parent Contracts are valid and enforceable by and against the Parent Entity party thereto in accordance with their terms, and are in full force and effect. No Parent Entity is in breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Entity. To the Knowledge of Parent, no other party to a Material Parent Contract is in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Contract (or any Contract with a customer or potential customer of the Parent) has provided written notice to the Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Parent, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a3.14(a) of the Parent Company Disclosure Schedule, none of the Parent Entities Company is neither a party to, nor are any of their respective its assets bound by: (i) any Parent Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Company Associate for, or advancement to any Parent Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entitythe Company; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Entitythe Company, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Entity the Company in the sixnine-month period ended December 31September 30, 2017; 2014, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Company Leased Real Property or Company Owned Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity the Company (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityPerson; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Company Material Adverse Effect. (b) True and complete copies (or detailed summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or listed in Contracts set forth on Part 3.3(c3.14(a) of the Parent Company Disclosure Schedule (the “Material Parent Company Contracts”) have been provided or made available to the Company for reviewParent. Except as set forth in Part 3.11(b3.14(b) of the Parent Company Disclosure Schedule, all of the Material Parent Company Contracts are valid and enforceable by and against the Parent Entity party thereto Company in accordance with their terms, and are in full force and effect. No Parent Entity The Company is not in breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Entitythe Company. To the Knowledge of Parentthe Company, no other party to a Material Parent Company Contract is in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Company Contract (or any Contract contract with a customer or potential customer of the ParentCompany) has provided written notice to the Parent Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”)Company.

Contracts and Commitments; No Default. Except as set forth in Schedule 3.11 of the Disclosure Schedule: (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a) of the Parent Disclosure Schedule, none of the Parent Entities is a party to, nor are any of their respective assets bound by: (ib) Pro Mortgage has no employment agreement with any Parent Employee Agreementofficer, employee or agent, nor any agreement that contains any severance or termination pay liabilities or obligations; (iic) Pro Mortgage is not restricted by agreement from carrying on its business or any Contract that provides for (A) reimbursement part thereof anywhere in the world or from competing in any line of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated business with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent AssociatePerson; (iiid) Pro Mortgage has no debt obligation for borrowed money, including guarantees of or agreements to acquire any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing such debt obligation of money by any Parent Entityothers; (ive) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation Pro Mortgage has no outstanding loan to any Parent Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Entity in the six-month period ended December 31, 2017; or (E) is a material master services or product supply agreementPerson; (vf) any Contract for the lease Pro Mortgage has no obligation or sublease liability as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the Parent Leased Real Propertyobligation of any other Person; (vig) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect Pro Mortgage is not subject to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person Person whether under a loan agreement, note or entityotherwise; (xh) Pro Mortgage is not a party to any agreement, contract, commitment or loan to which any of its officers or directors or any affiliate of Pro Mortgage or its officers and directors is a party; (i) Pro Mortgage is not a party to any purchase or sale contract or agreement that continues for a period of more than twelve months (including periods covered by any option to renew by any party); (j) Pro Mortgage is not a lessor under any lease, lease intended as security, an owner participant in any leveraged lease transaction or party to a vendor arrangement or conditional sales agreement; (k) Pro Mortgage has not given any irrevocable power of attorney to any person, firm, corporation or other entity for any purpose whatsoever, except the appointment of agents to accept service of process; (l) There are no outstanding sales or purchase Contractscontracts, commitments or proposals of Pro Mortgage that will result in any material loss upon completion or performance thereof thereof, after allowance for direct distribution expenses; orand (xim) any ContractExcept for agreements, the termination of which would reasonably be expected contracts, commitments or restrictions referred to have a Parent Material Adverse Effectin Sections 3.11(a) through 3.11(m) or elsewhere specifically disclosed pursuant to this Agreement, Pro Mortgage has no agreements, contracts, commitments or restrictions that are material to its business, operations or prospects. (bn) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant documents (including all amendments thereto) referred to this Section in Schedule 3.11 or listed in Part 3.3(c) of the Parent Disclosure Schedule (the “Material Parent Contracts”) have been provided or made available delivered to the Company for reviewPro Mortgage Shareholders. Except as set forth in Part 3.11(b) Schedule 3.11 of the Parent Disclosure ScheduleSchedule contains a list of employees of Pro Mortgage and their annual compensation and job descriptions. All contracts, all agreements, commitments or restrictions referred to on Schedule 3.11 of the Material Parent Contracts Disclosure Schedule are valid and enforceable by and against the Parent Entity party thereto in accordance with their respective terms, and are Pro Mortgage is not in full force and effect. No Parent Entity is in breach, violation or default, however defined, default in the performance of any of its obligations under any thereunder, no event of the Material Parent Contracts, and no facts or circumstances exist which, default has occurred which (whether with the giving of due or without notice, lapse of time, or both, or the happening or the occurrence of any other event) would constitute such breach, violation or a default thereunder or thereof by such Parent Entity. To the Knowledge of Parent, no and all other party to a Material Parent Contract is parties thereto are not in breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Contract (or any Contract and have no counterclaims, offsets and defenses with a customer or potential customer of the Parent) has provided written notice to the Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”)respect thereto.

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a2.11(a) of the Parent Company Disclosure Schedule, none of the Parent Company Entities is a party to, nor are any of their respective assets bound by: (i) any Parent Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Company Associate for, or advancement to any Parent Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Company Entity; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Company Entity, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Company Entity in the six-month period ended December 31June 30, 2017; , or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Company Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityPerson; (x) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xi) any Contract, the termination of which would reasonably be expected to have a Parent Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 2.11 or listed in Part 3.3(c2.3(b) or Part 2.3(c) of the Parent Company Disclosure Schedule (the “Material Parent Company Contracts”) have been provided or made available to the Company Parent for review. Except as set forth in Part 3.11(b2.11(b) of the Parent Company Disclosure Schedule, all of the Material Parent Company Contracts are valid and enforceable by and against the Parent Company Entity party thereto in accordance with their terms, and are in full force and effect. No Parent Company Entity is in breach, violation or default, however defined, default in the performance of any of its obligations under any of the Material Parent Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Company Entity. To the Knowledge of Parentthe Company, no other party to a Material Parent Company Contract is in breach, violation or default, however defined, default thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Company Contract (or any Contract with a customer or potential customer of the ParentCompany) has provided written notice to the Parent Company of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Parent Company (a “Parent Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a2.11(a) of the Parent Company Disclosure Schedule, none of the Parent Entities Company is not a party to, nor are any assets of their respective assets the Company bound by: (i) any Parent Company Employee Agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Company Associate for, or advancement to any Parent Company Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Company Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entitythe Company; (iv) any Contract that (A) is not terminable on 30 days or less notice without penalty, (B) is over one year in length of obligation to any Parent Entitythe Company, (C) involves an obligation of more than $50,000 over its term, (D) represents more than 10% of the revenue or expense of any Parent Entity the Company in the sixthree-month period ended December 31September 30, 2017; 2018, or (E) is a material master services or product supply agreement; (v) any Contract for the lease or sublease of the Parent Company Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent Company IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent Company IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity the Company (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a directormanager, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entityPerson; (x) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right 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 Contemplated Transactions or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions; (xi) any joint marketing or development agreement; (xii) any Contract that provides for: (A) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of the Company or any Subsidiary for which a waiver of such right shall have not been obtained; or (B) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of the Company or any Subsidiary; (xiii) outstanding sales or purchase Contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses; or (xixiv) any Contract, the termination of which would reasonably be expected to have a Parent Company Material Adverse Effect. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or listed in Part 3.3(c) of the Parent Disclosure Schedule 2.11 (the “Material Parent Company Contracts”) have been provided or made available to the Company Parent for review. Except as set forth in Part 3.11(b2.11(b) of the Parent Company Disclosure Schedule, all of the Material Parent Company Contracts are valid and enforceable by and against the Parent Entity party thereto Company in accordance with their terms, and are in full force and effect. No Parent Entity The Company is not in material breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Company Contracts, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such material breach, violation or default thereunder or thereof by such Parent Entitythe Company. To the Knowledge of Parentthe Company, no other party to a Material Parent Company Contract is in material breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a material breach, violation or default thereunder or thereof by such other party. No Except as set forth on Part 2.11(b) of the Company Disclosure Schedule, no other party to a Material Parent Company Contract (or any Contract contract with a customer or potential customer of the ParentCompany) has provided written notice to the Parent Company of any plans, intentions or actions that would have an a material adverse and material effect on the scope of services to be provided byby or profitability of the Company, or the availability of product or services being purchased by the Parent Company (a “Parent Company Adverse Contract Notice”).

Contracts and Commitments; No Default. (a) Except as described in the Parent SEC Documents or set forth in Part 3.11(a) of the Parent Disclosure Schedule, none of neither the Parent Entities Company nor the Shareholders is a party to, nor are any of their respective assets the Assets bound by, any written or oral: (i) any Parent Employee Agreementemployment, non-competition, consulting or severance agreement, collective bargaining agreement, or pension, profit-sharing, incentive compensation, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay or retirement plan or agreement; (ii) any Contract that provides for (A) reimbursement of any Parent Associate for, or advancement to any Parent Associate of, legal fees or other expenses associated with any Legal Proceeding or the defense thereof or (B) indemnification of any Parent Associate; (iii) any Contract constituting an indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by any Parent Entitythe Company; (iviii) any Contract contract, agreement, lease (real or personal property) or arrangement that (A) is not terminable on less than 30 days or less days' notice without penalty, (B) is not over one year in length of obligation to any Parent Entityof the Company, or (C) involves an obligation of more than $50,000 25,000 over its term; (iv) contract, (D) represents more than 10% of the revenue agreement, commitment or expense license relating to Intellectual Property Rights or contract, agreement or commitment of any Parent Entity in the six-month period ended December 31other type, 2017; whether or (E) is a material master services or product supply agreementnot fully performed, not otherwise disclosed pursuant to this Section 2.19; (v) any Contract for the lease or sublease of the Parent Leased Real Property; (vi) any Contract incorporating any guaranty, any warranty, any sharing of liabilities or any indemnity (including any indemnity with respect to Intellectual Property or Intellectual Property Rights) or similar obligation, other than Contracts entered into in the ordinary course of business; (vii) any Contract for the license, sale or other disposition or use of Parent IP (other than a shrink-wrap license or ordinary-course customer contracts granting a non-exclusive right and non-transferrable right to use Parent IP during the term of such agreement); (viii) any Contract imposing any restriction on the right or ability of any Parent Entity (A) to compete with any other Person or (B) to solicit, hire or retain any Person as a director, officer, employee, consultant or independent contractor; (ix) any Contract imposing any obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; (xvi) outstanding sales or purchase Contractscontracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses, or bound by any outstanding contracts, bids, sales or service proposals quoting prices that are not reasonably expected to result in a normal profit; or (xivii) contract, commitment, agreement or arrangement with any Contract, "disqualified individual" (as defined in Section 280G(c) of the Code) which contains any severance or termination of pay liabilities which would reasonably be expected to have result in a Parent Material Adverse Effectdisallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(1) of the Code) under Section 280G of the Code. (b) True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 3.11 or listed in Part 3.3(c) of the Parent Disclosure Schedule 2.19 (the “Material Parent Contracts”"COMPANY CONTRACTS") have been provided or made available to the Company Parent for review. Except as set forth in Part 3.11(b) of the Parent Disclosure Schedule, all of the Material Parent Company Contracts items are valid and enforceable by and against the Parent Entity party thereto Company in accordance with their terms, and are in full force and effect. No Parent Entity Except as otherwise specified in the Disclosure Schedule, none of the Company Contracts contains a provision requiring the consent of any party with respect to the consummation of the transactions contemplated by this Agreement. The Company is not in breach, violation or default, however defined, in the performance of any of its obligations under any of the Material Parent Company Contracts, and no facts or and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof by such Parent Entity. To thereof, and to the Knowledge knowledge of Parent, the Company and the Shareholders no other party to parties thereto are in a Material Parent Contract is in breach, violation or default, however defined, thereunder or thereof, and to the knowledge of the Company and the Shareholders no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof by such other party. No other party to a Material Parent Contract (or any Contract with a customer or potential customer of the Parent) has provided written notice to the Parent of any plans, intentions or actions that would have an adverse and material effect on the scope of services to be provided by, or the availability of product or services being purchased by the Parent (a “Parent Adverse Contract Notice”)thereof.