Common use of Contracts and Licenses Clause in Contracts

Contracts and Licenses. Section 4.25(a) of the Disclosure Schedule sets forth all of the following Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts involving per annum payments in excess of $100,000 with suppliers, vendors, professional service providers, commercial agents, authorized dealers and distribution agents, that have a minimum term of more than one year or can be terminated by the Company or the respective Subsidiary only with notice of more than 30 days; (ii) Contracts with any current officer or director of the Company or any of its Subsidiaries or any Affiliate (other than a Subsidiary) of the Company, and a list of all other benefits owed, paid or offered to them by the Company or any of its Subsidiaries, which are not made available to all Employees generally, including participations in profits, bonuses, option rights, premiums, profit-orientated bonus payments or similar plans; (iii) Contracts with any labor union or association representing any employee of the Company or any of its Subsidiaries; (iv) Contracts for the purchase or sale of any of the assets of the Company or any of its Subsidiaries for consideration in excess of $100,000; (v) Contracts relating to the acquisition by the Company or any of its Subsidiaries of any operating business or the capital stock of any other Person, in each case for consideration in excess of $25,000; (vi) Contracts relating to the incurrence of Indebtedness, or the making of any loans, in each case involving amounts in excess of $50,000; (vii) Contracts for joint ventures, strategic alliances or partnerships; (viii) Contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with the Company or any of its Subsidiaries in any line of business or in any geographical area; (ix) Contracts providing for severance, retention, change in control or other similar payments; (x) Any other Contract which by its terms would prohibit or materially delay the consummation of the transactions contemplated hereunder; (xi) Contracts pursuant to which the Company or any of its Subsidiaries (i) has acquired a license to use any material Intellectual Property (other than software and related Company Intellectual Property that is generally commercially available), or (ii) has granted to any third party any license to use any material Company Intellectual Property owned by the Company or its Subsidiaries; and (xii) Contracts involving net obligations of the Company or any of its Subsidiaries of more than $100,000 individually that are outside the Ordinary Course of Business, unless such contracts are otherwise disclosed in Section 4.25(a) of the Disclosure Schedule.

Contracts and Licenses. Section 4.25(a(a) SECTION 3.25(A) OF THE SELLERS DISCLOSURE SCHEDULE contains a true and complete list of each of the Business Contracts, Business Licenses, Real Property Leases and Personal Property Leases (true and complete copies or, if none, reasonably complete and accurate written descriptions) of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the Disclosure Schedule sets forth all execution of this Agreement (other than employee offer letters). (b) Except for the following Contracts to which and Licenses described in SECTION 3.25(A) OF THE SELLERS DISCLOSURE SCHEDULE, the Company or any of its Subsidiaries is not a party to or bound by which it is bound (collectivelyany material Contract or License, the “Material Contracts”):including: (i) Contracts involving per annum payments in excess any distributor, agency, advertising agency, marketing, manufacturer's or representative sales Contract related to the business of $100,000 with suppliers, vendors, professional service providers, commercial agents, authorized dealers and distribution agents, that have a minimum term of more than one year or can be terminated by the Company or the respective Subsidiary only with notice of more than 30 daysCompany; (ii) Contracts any continuing Contract for the purchase of materials, supplies, equipment or services for use in connection with any current officer or director the business of the Company or any of its Subsidiaries or any Affiliate (other than a Subsidiary) of which is not subject to cancellation by the Company, and a list of all other benefits owed, paid or offered which is subject to them cancellation by the Company other party thereto on sixty (60) or any of its Subsidiaries, which are not made available to all Employees generally, including participations in profits, bonuses, option rights, premiums, profit-orientated bonus payments or similar plansfewer days' notice; (iii) Contracts with any labor union Business Contract or association representing any employee Contract otherwise binding upon any of the Assets and Properties of the Company or relating to any of its Subsidiariesthe Liabilities of the Company that had or would reasonably be expected to have, either individually or in the aggregate with any other similar Contracts, a Material Adverse Effect on the business of the Company; (iv) Contracts for any Contract related to the purchase or sale of any conduct of the assets business of the Company that expires or may be renewed at the option of any Person other than the Company so as to expire more than one year after the date of its Subsidiaries for consideration in excess of $100,000this Agreement; (v) Contracts relating any Contract related to the acquisition conduct of the business of the Company that (a) automatically terminates or provides for termination by any Person other than the Company upon consummation of the transactions contemplated by this Agreement or (b) contains any covenant or other provision which limits the Company's (and, after the Closing, would limit Purchaser's) ability to compete with any Person in any line of business comprising the business of the Company or in any of its Subsidiaries of any operating business market, area, jurisdiction or the capital stock of any other Person, in each case for consideration in excess of $25,000territory; (vi) Contracts relating any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction related to the incurrence conduct of Indebtedness, the business of the Company or binding on the making Assets and Properties of any loans, the Company of the type required to be capitalized in each case involving amounts in excess of $50,000accordance with GAAP; (vii) Contracts any Contract for joint ventures, strategic alliances or partnerships;capital expenditures related to the conduct of the business of the Company in excess of Twenty Thousand dollars ($20,000); or (viii) Contracts containing covenants any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, or Liabilities of the Company or secured by any of its Subsidiaries not to compete in any line the Assets and Properties of business or with any person in any geographical area or covenants of any other person not to compete with the Company or any of its Subsidiaries in any line of business or in any geographical area;Company. (ixc) All Contracts providing for severanceand Licenses set forth in SECTION 3.25(A) OF THE SELLERS DISCLOSURE SCHEDULE, retention, change and all transactions in control or other similar payments; (x) Any other Contract which by its terms would prohibit or materially delay the consummation of the transactions contemplated hereunder; (xi) Contracts pursuant to which the Company has engaged with a customer, supplier or any of its Subsidiaries (i) has acquired a license to use any material Intellectual Property (other than software and related Company Intellectual Property that is generally commercially available), or (ii) has granted to any third party any license to use any material Company Intellectual Property owned by the Company or its Subsidiaries; and (xii) Contracts involving net obligations sales representative of the Company or any of its Subsidiaries of more than $100,000 individually that are outside Company, have utilized U.S. Dollars as the Ordinary Course of Business, unless such contracts are otherwise disclosed in Section 4.25(a) of the Disclosure Scheduleunderlying currency.

Contracts and Licenses. (a) Section 4.25(a3.26(a) of the Disclosure Schedule sets forth all contains a true and complete list of each of the following Contracts Business Contracts, Business Licenses, Real Property Leases and Personal Property Leases pursuant to which the Company or any of its Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”): (i) Contracts involving per annum will either receive payments in excess of $100,000 or make payments in excess of $50,000, in each case in any period of twelve consecutive months, true and complete copies of which, together with suppliersall amendments and supplements thereto and all waivers of any terms thereof, vendorshave been delivered to Purchaser prior to the execution of this Agreement. (b) Except for the Contracts and Licenses described in Section 3.26(b) of the Disclosure Schedule, professional service providers, commercial agents, authorized dealers and distribution agents, that have a minimum term of more than one year or can be terminated by the Company is not a party to or bound by any material Contract or License, including: (i) any distributor, agency, advertising agency, marketing, manufacturer’s or representative sales Contract related to the respective Subsidiary only with notice of more than 30 daysBusiness; (ii) Contracts any continuing Contract for the purchase of materials, supplies, equipment or services for use in connection with any current officer or director of the Company or any of its Subsidiaries or any Affiliate (other than a Subsidiary) of Business which is not subject to cancellation by the Company, and a list of all other benefits owed, paid or offered which is subject to them cancellation by the Company other party thereto on sixty (60) or any of its Subsidiaries, which are not made available to all Employees generally, including participations in profits, bonuses, option rights, premiums, profit-orientated bonus payments or similar plansfewer days’ notice; (iii) Contracts with any labor union Business Contract or association representing any employee Contract otherwise binding upon any of the Assets and Properties of the Company or relating to any of its Subsidiariesthe Liabilities of the Company that had or would reasonably be expected to have, either individually or in the aggregate with any other similar Contracts, a Material Adverse Effect on the Business; (iv) Contracts for any Contract related to the purchase conduct of the Business that expires or sale may be renewed at the option of any of the assets of Person other than the Company or any so as to expire more than one year after the date of its Subsidiaries for consideration in excess of $100,000this Agreement; (v) Contracts relating any Contract related to the acquisition conduct of the Business that (a) automatically terminates or provides for termination by any Person other than the Company upon consummation of the transactions contemplated by this Agreement or (b) contains any covenant or other provision which limits the Company’s ability to compete with any Person in any line of its Subsidiaries of business comprising the Business or in any operating business market, area, jurisdiction or the capital stock of any other Person, in each case for consideration in excess of $25,000territory; (vi) Contracts relating any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction related to the incurrence conduct of Indebtedness, the Business or binding on the making Assets and Properties of any loans, the Company of the type required to be capitalized in each case involving amounts in excess of $50,000accordance with GAAP; (vii) Contracts any Contract for joint ventures, strategic alliances or partnerships;capital expenditures related to the conduct of the Business; or (viii) Contracts containing covenants any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, or Liabilities of the Company or secured by any of its Subsidiaries not to compete in any line the Assets and Properties of business or with any person in any geographical area or covenants of any other person not to compete with the Company or any of its Subsidiaries in any line of business or in any geographical area;Company. (ixc) Contracts providing for severance, retention, change in control or other similar payments; (x) Any other Contract which by its terms would prohibit or materially delay the consummation of the transactions contemplated hereunder; (xi) Contracts pursuant to which the Company or any of its Subsidiaries (i) has acquired a license to use any material Intellectual Property (other than software and related Company Intellectual Property that is generally commercially available), or (ii) has granted to any third party any license to use any material Company Intellectual Property owned by the Company or its Subsidiaries; and (xii) Contracts involving net obligations of the Company or any of its Subsidiaries of more than $100,000 individually that are outside the Ordinary Course of Business, unless such contracts are otherwise disclosed Except as set forth in Section 4.25(a3.26(c) of the Disclosure Schedule, all Contracts and Licenses set forth in Section 3.26(b) of the Disclosure Schedule, and all transactions in which the Company has engaged with a customer, supplier or sales representative of the Company, have utilized U.S. Dollars as the underlying currency.

Contracts and Licenses. (a) Section 4.25(a3.25(a) of the Disclosure Schedule sets forth all contains a true and complete list of each of the following Business Contracts, Business Licenses, Real Property Leases and Personal Property Leases (true and complete copies or, if none, reasonably complete and accurate written descriptions) of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement (other than employee offer letters). (b) Except for the Contracts to which and Licenses described in Section 3.25(b) of the Disclosure Schedule, the Company or any of its Subsidiaries is not a party to or bound by which it is bound (collectivelyany material Contract or License, the “Material Contracts”):including: (i) Contracts involving per annum payments in excess of $100,000 with suppliersany distributor, vendorsagency, professional service providersadvertising agency, commercial agentsmarketing, authorized dealers and distribution agents, that have a minimum term of more than one year manufacturer’s or can be terminated by representative sales Contract related to the Company or the respective Subsidiary only with notice of more than 30 daysBusiness; (ii) Contracts any continuing Contract for the purchase of materials, supplies, equipment or services for use in connection with any current officer or director of the Company or any of its Subsidiaries or any Affiliate (other than a Subsidiary) of Business which is not subject to cancellation by the Company, and a list of all other benefits owed, paid or offered which is subject to them cancellation by the Company other party thereto on sixty (60) or any of its Subsidiaries, which are not made available to all Employees generally, including participations in profits, bonuses, option rights, premiums, profit-orientated bonus payments or similar plansfewer days’ notice; (iii) Contracts with any labor union Business Contract or association representing any employee Contract otherwise binding upon any of the Assets and Properties of the Company or relating to any of its Subsidiariesthe Liabilities of the Company that had or would reasonably be expected to have, either individually or in the aggregate with any other similar Contracts, a Material Adverse Effect on the Business; (iv) Contracts for any Contract related to the purchase conduct of the Business that expires or sale may be renewed at the option of any of the assets of Person other than the Company or any so as to expire more than one year after the date of its Subsidiaries for consideration in excess of $100,000this Agreement; (v) Contracts relating any Contract related to the acquisition conduct of the Business that (a) automatically terminates or provides for termination by any Person other than the Company upon consummation of the transactions contemplated by this Agreement or (b) contains any covenant or other provision which limits the Company’s ability to compete with any Person in any line of its Subsidiaries of business comprising the Business or in any operating business market, area, jurisdiction or the capital stock of any other Person, in each case for consideration in excess of $25,000territory; (vi) Contracts relating any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction related to the incurrence conduct of Indebtedness, the Business or binding on the making Assets and Properties of any loans, the Company of the type required to be capitalized in each case involving amounts in excess of $50,000accordance with GAAP; (vii) Contracts any Contract for joint ventures, strategic alliances or partnerships;capital expenditures related to the conduct of the Business in excess of Twenty Thousand Dollars ($20,000); or (viii) Contracts containing covenants any Contract of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, or Liabilities of the Company or secured by any of its Subsidiaries not to compete in any line the Assets and Properties of business or with any person in any geographical area or covenants of any other person not to compete with the Company or any of its Subsidiaries in any line of business or in any geographical area;Company. (ixc) All Contracts providing for severance, retention, change in control or other similar payments; (x) Any other Contract which by its terms would prohibit or materially delay the consummation of the transactions contemplated hereunder; (xi) Contracts pursuant to which the Company or any of its Subsidiaries (i) has acquired a license to use any material Intellectual Property (other than software and related Company Intellectual Property that is generally commercially available), or (ii) has granted to any third party any license to use any material Company Intellectual Property owned by the Company or its Subsidiaries; and (xii) Contracts involving net obligations of the Company or any of its Subsidiaries of more than $100,000 individually that are outside the Ordinary Course of Business, unless such contracts are otherwise disclosed Licenses set forth in Section 4.25(a3.25(b) of the Disclosure Schedule, and all transactions in which the Company has engaged with a customer, supplier or sales representative of the Company, have utilized U.S. Dollars as the underlying currency.