Common use of Contracts; Indebtedness Clause in Contracts

Contracts; Indebtedness. (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of each Contract (excluding, for the avoidance of doubt, any Contract that has expired or terminated in accordance with its terms, in each case with no ongoing liability or obligation applicable to the Company or any Company Subsidiary) to which the Company or any Company Subsidiary is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) any agreement that limits the freedom of the Company, any Company Subsidiary or any of the Company’s current affiliates to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, (ii) any agreement that, after the Effective Time, would have the effect of limiting the freedom of Parent or any of its Subsidiaries to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, (iii) any joint venture or partnership agreement, (iv) any agreement with a supplier or a customer providing for annual payments or receipts in excess of $150,000 with a term in excess of one year, (v) any agreement that involves future expenditures or receipts by the Company or any Company Subsidiary of more than $150,000 in any one year period that cannot be terminated on less than 30 calendar days’ notice without material payment or penalty, (vi) any agreement that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary, (vii) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company or any Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (viii) any acquisition agreement (A) entered into with a purchase price in excess of $150,000 or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to result in future payments by the Company or a Company Subsidiary in excess of $150,000 (including indemnification obligations or other material obligations), (ix) any divestiture agreement with a purchase price in excess of $150,000 or that contains ongoing indemnification obligations or other material obligations, (x) any agreement or plan that will increase, or accelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or will calculate the value of any of the benefits to any party on the basis of any of the transactions contemplated by this Agreement, (xi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $150,000 individually, (xii) any material lease, sublease or other Contract with respect to the Leased Real Property (“Lease Agreements”), (xiii) any Contract that involves the license of Company-Owned Intellectual Property or Company-Licensed Intellectual Property or otherwise pertains to settlement of claims or an obligation of royalty or other payment, covenant not to xxx, indemnification, or the like, by or to the benefit of Company or a Company Subsidiary, in Intellectual Property or (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act). Each Contract of the type described in this Section 3.14(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) (i) Each Company Material Contract is, in all material respects, a valid, binding and enforceable obligation of the Company or the Company Subsidiaries and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence, except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries; (iii) the Company and each Company Subsidiary has in all material respects performed all obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract; (iv) none of the Company or any Company Subsidiary has Knowledge of, or has received written notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) neither the Company nor any Company Subsidiary has received any written notice from any other party to any such Company Material Contract, and otherwise has no Knowledge, that such party intends to terminate, or not renew, any such Company Material Contract.

Contracts; Indebtedness. (a) Except as set forth in Section 3.14(a4.16(a) of the Company MUSA Disclosure Schedule sets forth a true and complete list or as listed as an exhibit to MUSA’s Annual Report on Form 10-Kfor the year ended December 31, 2004, neither MUSA nor any of each Contract (excluding, for the avoidance of doubt, any Contract that has expired or terminated in accordance with its terms, in each case with no ongoing liability or obligation applicable to the Company or any Company Subsidiary) to which the Company or any Company Subsidiary subsidiaries is a party or which binds or affects to, and none of their respective properties or assetsassets are bound by, and which falls within any of the following categories: (i) any agreement that limits containing covenants purporting to limit the freedom of the Company, any Company Subsidiary MUSA or any of the Company’s current affiliates its subsidiaries to compete in any line of business or sell, supply or distribute any product service or serviceproduct, in each case, in any geographic areaarea or to hire any individual or group of individuals, (ii) any agreement that, after the Effective Time, would have the effect of limiting the freedom of Parent or any of its Subsidiaries subsidiaries to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic areaarea or to hire any individual or group of individuals, (iii) any joint venture or partnership agreement, (iv) any agreement with a supplier or a customer providing for annual payments or receipts in excess of $150,000 with a term in excess of one year, (v) any agreement that is terminable by the other party or parties upon a change in control of MUSA or any of its subsidiaries, (vi) (I) any agreement that involves future expenditures or receipts by the Company MUSA or any Company Subsidiary of its subsidiaries of more than $150,000 750,000 in any one one-year period period, except for any such agreement with a customer or a supplier made in the ordinary course of business consistent with past practice or (II) any agreement that cannot be terminated on less involves future expenditures or receipts by MUSA or any of its subsidiaries of more than 30 calendar days’ notice without material payment or penalty$5,000,000 in any one-year period, (vivii) any agreement that by its terms limits the payment of dividends or other distributions by the Company MUSA or any Company Subsidiaryof its subsidiaries, (viiviii) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company MUSA or any Company Subsidiary of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (viiiix) any acquisition agreement (A) entered into with a purchase price in excess of $150,000 1,000,000 or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to result in future payments by the Company or a Company Subsidiary in excess of $150,000 (including indemnification obligations or other material obligations), (ixx) any divestiture agreement with a purchase price in excess of $150,000 1,000,000 or that contains ongoing indemnification obligations or other material obligations, (x) any agreement obligations or plan that will increase, or accelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or will calculate the value of any of the benefits to any party on the basis of any of the transactions contemplated by this Agreement, (xi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $150,000 individually, (xii) any material lease, sublease or other Contract with respect to the Leased Real Property (“Lease Agreements”), (xiii) any Contract that involves the license of Company-Owned Intellectual Property or Company-Licensed Intellectual Property or otherwise pertains to settlement of claims or an obligation of royalty or other payment, covenant not to xxx, indemnification, or the like, by or to the benefit of Company or a Company Subsidiary, in Intellectual Property or (xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities ActCommission) (the contracts listed in Section 4.16(a) of the MUSA Disclosure Schedule or such exhibit list being referred to as the “Material Contracts”). Each Contract of the type described in this Section 3.14(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company such Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) (i) Each Company Material Contract is, in all material respects, is a valid, binding and enforceable obligation of the Company MUSA or the Company Subsidiaries its subsidiaries and, to the Knowledge of the CompanyMUSA’s knowledge, of the other party or parties thereto, in accordance with its terms; (ii) each Company Material Contract is , and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence, except aswould not, individually or in the aggregate, would not have or reasonably be expected to be material have a Material Adverse Effect on MUSA. MUSA has not received any notice from any other party to any such Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew, any such Material Contract. Prior to the Company date hereof, MUSA has made available to Parent true, correct and the Company Subsidiaries; (iii) the Company and each Company Subsidiary has in complete copies of all material respects performed all obligations required to be performed by it under each Company such Material Contract Contracts. Neither MUSA nor any of its subsidiaries, and, to the Knowledge knowledge of the CompanyMUSA, each no other party to each Company Material Contract has thereto, is in all material respects performed all obligations required to be performed by it under such Company Material Contract; (iv) none violation of the Company or any Company Subsidiary has Knowledge of, or has received written notice of, any violation or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract loan or any credit agreement, bond, note, mortgage, indenture, lease or other Contract contract, agreement, obligation, commitment, arrangement, understanding, instrument, permit or license to which it is a party or by which it or any of its properties or assets is bound bound, except for violations or affected; defaults that would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect on MUSA. (b) Section 4.16(b) of the MUSA Disclosure Schedule sets forth (i) a list of all agreements, instruments and other obligations pursuant to which any indebtedness for borrowed money of MUSA or any of its subsidiaries in an aggregate principal amount in excess of $1,000,000 is outstanding or may be incurred and (vii) neither the Company nor any Company Subsidiary has received any written notice from any other party to any such Company Material Contract, and otherwise has no Knowledge, that such party intends to terminate, or not renew, any such Company Material Contractrespective principal amounts outstanding thereunder as of the date of this Agreement.

Contracts; Indebtedness. (a) Except as set forth in Section 3.14(a4.16(a) of the Company MUSA Disclosure Schedule sets forth a true and complete list of each Contract (excluding, or as listed as an exhibit to MUSA's Annual Report on Form 10-K for the avoidance year ended December 31, 2004, neither MUSA nor any of doubt, any Contract that has expired or terminated in accordance with its terms, in each case with no ongoing liability or obligation applicable to the Company or any Company Subsidiary) to which the Company or any Company Subsidiary subsidiaries is a party or which binds or affects to, and none of their respective properties or assetsassets are bound by, and which falls within any of the following categories: (i) any agreement that limits containing covenants purporting to limit the freedom of the Company, any Company Subsidiary MUSA or any of the Company’s current affiliates its subsidiaries to compete in any line of business or sell, supply or distribute any product service or serviceproduct, in each case, in any geographic areaarea or to hire any individual or group of individuals, (ii) any agreement that, after the Effective Time, would have the effect of limiting the freedom of Parent or any of its Subsidiaries subsidiaries to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic areaarea or to hire any individual or group of individuals, (iii) any joint venture or partnership agreement, (iv) any agreement with a supplier or a customer providing for annual payments or receipts in excess of $150,000 with a term in excess of one year, (v) any agreement that is terminable by the other party or parties upon a change in control of MUSA or any of its subsidiaries, (vi) (I) any agreement that involves future expenditures or receipts by the Company MUSA or any Company Subsidiary of its subsidiaries of more than $150,000 750,000 in any one one-year period period, except for any such agreement with a customer or a supplier made in the ordinary course of business consistent with past practice or (II) any agreement that cannot be terminated on less involves future expenditures or receipts by MUSA or any of its subsidiaries of more than 30 calendar days’ notice without material payment or penalty$5,000,000 in any one-year period, (vivii) any agreement that by its terms limits the payment of dividends or other distributions by the Company MUSA or any Company Subsidiaryof its subsidiaries, (viiviii) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the Company MUSA or any Company Subsidiary of its subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses, (viiiix) any acquisition agreement (A) entered into with a purchase price in excess of $150,000 1,000,000 or (B) that contains “"earn-out” " provisions or other contingent payment obligations that could reasonably be expected to result in future payments by the Company or a Company Subsidiary in excess of $150,000 (including indemnification obligations or other material obligations), (ixx) any divestiture agreement with a purchase price in excess of $150,000 1,000,000 or that contains ongoing indemnification obligations or other material obligations, (x) any agreement obligations or plan that will increase, or accelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or will calculate the value of any of the benefits to any party on the basis of any of the transactions contemplated by this Agreement, (xi) any agreement relating to indebtedness for borrowed money or any financial guaranty in excess of $150,000 individually, (xii) any material lease, sublease or other Contract with respect to the Leased Real Property (“Lease Agreements”), (xiii) any Contract that involves the license of Company-Owned Intellectual Property or Company-Licensed Intellectual Property or otherwise pertains to settlement of claims or an obligation of royalty or other payment, covenant not to xxx, indemnification, or the like, by or to the benefit of Company or a Company Subsidiary, in Intellectual Property or (xiv) any other “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities ActCommission) (the contracts listed in Section 4.16(a) of the MUSA Disclosure Schedule or such exhibit list being referred to as the "Material Contracts"). Each Contract of the type described in this Section 3.14(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company such Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) (i) Each Company Material Contract is, in all material respects, is a valid, binding and enforceable obligation of the Company MUSA or the Company Subsidiaries its subsidiaries and, to the Knowledge of the CompanyMUSA's knowledge, of the other party or parties thereto, in accordance with its terms; (ii) each Company Material Contract is , and in full force and effect, except where the failure to be valid, binding, enforceable and in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence, except aswould not, individually or in the aggregate, would not have or reasonably be expected to be material have a Material Adverse Effect on MUSA. MUSA has not received any notice from any other party to any such Material Contract, and otherwise has no knowledge that such third party intends to terminate, or not renew, any such Material Contract. Prior to the Company date hereof, MUSA has made available to Parent true, correct and the Company Subsidiaries; (iii) the Company and each Company Subsidiary has in complete copies of all material respects performed all obligations required to be performed by it under each Company such Material Contract Contracts. Neither MUSA nor any of its subsidiaries, and, to the Knowledge knowledge of the CompanyMUSA, each no other party to each Company Material Contract has thereto, is in all material respects performed all obligations required to be performed by it under such Company Material Contract; (iv) none violation of the Company or any Company Subsidiary has Knowledge of, or has received written notice of, any violation or in default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affected; and (v) neither the Company nor any Company Subsidiary has received any written notice from any other party to any such Company Material Contract, and otherwise has no Knowledge, that such party intends to terminate, or not renew, any such Company Material Contract.default

Contracts; Indebtedness. (a) Except as set forth in Section 3.14(a) of the Company Disclosure Schedule sets or as set forth a true and complete list of each Contract (excluding, for the avoidance of doubt, any Contract that has expired in or terminated in accordance with its terms, in each case with no ongoing liability or obligation applicable filed as an exhibit to the Company or any Company Subsidiary) SEC Documents filed with the SEC prior to which the date of this Agreement, neither the Company or nor any Company Subsidiary is a party or to any Contract which binds or affects their respective properties or assets, and which falls within any of the following categories, excluding any Benefit Plans and Benefit Agreements disclosed pursuant to Section 3.12(a) of this Agreement: (i) any agreement that limits materially limits, or that after the Effective Time would materially limit, the freedom of the Company, any Company Subsidiary or any of the Company’s current or future affiliates (including Parent after the Effective Time) to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, (ii) any agreement that, after the Effective Time, would have the effect of limiting the freedom of Parent or any of its Subsidiaries to compete in any line of business or sell, supply or distribute any product or service, in each case, in any geographic area, (iii) any joint venture or partnership agreement, (iv) any agreement with a supplier or a customer providing for annual payments or receipts in excess of $150,000 with a term in excess of one year, (viii) any agreement that involves future expenditures or receipts by the Company or any Company Subsidiary of more than $150,000 750,000 in any one year period that cannot be terminated on less than 30 calendar days’ notice without material payment or penaltyperiod, (viiv) any agreement that by its terms limits the payment of dividends or other distributions by the Company or any Company Subsidiary, (viiv) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports with respect to limit the ability any material assets of the Company or any Company Subsidiary to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businessesSubsidiary, (viiivi) any acquisition agreement (A) entered into with a purchase price in excess of $150,000 750,000 or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to result in future payments by the Company or a Company Subsidiary in excess of $150,000 (including indemnification obligations or other material obligations), (ixvii) any sale or divestiture agreement with a purchase price in excess of $150,000 750,000 or that contains ongoing material indemnification obligations or other material obligations, (x) any agreement or plan that will increase, or accelerate the vesting of, the benefits to any party by the occurrence of any of the transactions contemplated by this Agreement, or will calculate the value of any of the benefits to any party on the basis of any of the transactions contemplated by this Agreement, (xiviii) any agreement relating to outstanding indebtedness for borrowed money or any financial guaranty in excess of $150,000 200,000 individually, (xiiix) any material lease, sublease or other Contract with respect to the Leased Real Property involving rent of more than $100,000 in any one year period (“Lease Agreements”), (xiiix) any Contract that involves involving the license license, use, development or ownership of Company-Owned Intellectual Property or CompanyRights (other than click-Licensed Intellectual Property or otherwise pertains to settlement of claims or an obligation of royalty wrap, shrink-wrap or other paymentsoftware licenses generally commercially available on reasonable terms with annual, covenant not to xxxaggregate license, indemnificationmaintenance and support fees of less than $50,000 (collectively, “Available Software”)), (xi) any Contract involving the purchase of traffic or other content data from a third-party data provider with a purchase price in excess of $250,000, or the like, by or to the benefit of Company or a Company Subsidiary, in Intellectual Property or (xivxii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities ActSEC). Each Contract of the type described in this Section 3.14(a) is referred to herein as a “Company Material Contract.” True and complete copies Copies of each Company Material Contract have been provided by the Company to Parent, or publicly filed with the SEC. (b) (i) Each Company Material Contract is, in all material respects, is a legally valid, binding and enforceable obligation of the Company or the Company Subsidiaries and, to the Knowledge knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity; (ii) each Company Material Contract is in full force and effect and, upon consummation of the Offer or the Merger, shall continue to be in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence, except as, individually or in the aggregate, would not reasonably be expected to be material to the Company and the Company Subsidiaries; (iii) the Company and each Company Subsidiary has in all material respects performed all the obligations required to be performed by it under each Company Material Contract and, to the Knowledge of the Company, each other party to each Company Material Contract has in all material respects performed all obligations required to be performed by it under such Company Material Contract; (iviii) none of the Company or any Company Subsidiary has Knowledge knows of, or has received written notice of, any violation or default under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a violation of or default under) any Company Material Contract or any other Contract to which it is a party or by which it or any of its properties or assets is bound or affectedContract; and (viv) neither the Company nor any Company Subsidiary has received any written notice from any other party to any such Company Material Contract, and otherwise has no Knowledgeknowledge, that such party intends to terminate, or not renew, any such Company Material Contract. (c) Except as set forth in the Company SEC Documents filed prior to the date hereof, there are no outstanding amounts payable to or receivable from, or advances by the Company or any Company Subsidiary to, and neither the Company nor any Company Subsidiary is a party to any Contract or transaction with, any holder of 5% or more of the Company Common Stock or any director, officer or employee, except for employment or compensation agreements or arrangements with directors, officers and employees made in the ordinary course of business consistent with past practice.