Common use of Contracts Clause in Contracts

Contracts. Except as Previously Disclosed, neither the Company nor any Company Subsidiary is a party to any contracts or agreements: (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract.

Contracts. Except as Previously Disclosed, neither the Company nor any Company Subsidiary is a party to any contracts or agreements: (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the First Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract.

Contracts. Except as The Company has Previously DisclosedDisclosed or provided (by hard copy, neither electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each of the following to which the Company nor or any Company Subsidiary is a party to any contracts or agreements:(each, a “Material Contract”): (1i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practicebusiness, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000500,000, except for those issued in the ordinary course of business; (2ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (3iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4iv) that is a any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other PersonPerson with annual rent payments in excess of $500,000; (5v) that is a any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6vi) limiting any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7vii) that is a any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000500,000; (8) viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000500,000); (9ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (10x) that concerns a any alliance, cooperation, joint venture, shareholders, partnership or joint venturesimilar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (11xi) any contract or agreement involving aggregate consideration liability annual payments in excess of $100,000 and which, in each case, 500,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty or without on not more than 90 days’ notice; (12xii) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and; (13xiii) any other contractcontract or agreement with respect to the employment or service of any current or former directors, agreement officers, employees or understanding material to consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or their respective operationsagreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) 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 of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract of a type Previously Disclosed above to this Section 2.2(t(A) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (iiB) is in full force and effect and enforceable in accordance with its terms and (iiiC) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms in all material respects following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company’s Knowledge, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractMaterial Contracts.

Contracts. Except as Previously Disclosed(a) Schedule 5.17(a) lists the following written Contracts (collectively, neither the “Material Contracts”) to which any member of the Company nor any Company Subsidiary Group is a party to any contracts or agreementsand which are currently in effect: (1i) relating to indebtedness for borrowed moneyall Contracts that require annual payments or expenses by, letters of creditor annual payments or income to, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any member of the foregoing, but in any event excluding trade payables, securities transactions Company Group of $500,000 or more (other than standard purchase and brokerage agreements arising sale orders entered into in the ordinary course of business consistent with past practice); (ii) all sales, intercompany indebtedness advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and immaterial leases for telephonesagreements, copy machines, facsimile machines and other office equipment) in each case requiring the payment of any commissions by any member of the Company Group in excess of $100,000500,000 annually; (iii) all employment Contracts, except employee leasing Contracts, and consultant and sales representatives Contracts with any current or former officer, director, employee or consultant of the Company Group or other Person, under which any member of the Company Group (A) has continuing obligations for those issued payment of annual compensation of at least $200,000 (other than oral arrangements for at-will employment), (B) has material severance or post termination obligations to such Person (other than COBRA obligations, or (C) has an obligation to make a payment upon consummation of the transactions contemplated hereby or as a result of a change of control of any member of the Company Group; (iv) all Contracts creating a material joint venture, material strategic alliance, material limited liability company and partnership agreements; (v) all Contracts relating to any material acquisitions or dispositions of assets in excess of $500,000; (vi) all Contracts for material licensing agreements, including Contracts licensing Intellectual Property Rights, other than (i) “shrink wrap” licenses, and (ii) non-exclusive licenses granted in the ordinary course of business; (2vii) that constitutes a collective bargaining or other arrangement with all Contracts relating to material secrecy, confidentiality and nondisclosure agreements materially restricting the conduct of any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any member of the Company Subsidiaries is lessee of, Group or holds or operates, substantially limiting the freedom of any property owned by any other Person; (5) that is a lease or agreement under which the Company or any member of the Company Subsidiaries is lessor of, or permits any Person Group to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, compete in any line of business or to competebusiness, whether by restricting territories, customers or otherwise, with any Person or in any other material respect, with any Persongeographic area; (7viii) that is a settlementall Contracts relating to material patents, conciliation or similar agreementtrademarks, service marks, trade names, brands, copyrights, trade secrets and other material Intellectual Property Rights of the performance of which will involve payment after the Closing Date of consideration in excess of $100,000Company Group; (8) that relates to Intellectual Property Rights (ix) all Contracts providing for material guarantees, indemnification arrangements and other than a license granted to hold harmless arrangements made or provided by any member of the Company Group, including all ongoing agreements for commercially available software licensed on standard terms repair, warranty, maintenance, service, indemnification or similar obligations (x) all Contracts with or pertaining to any member of the Company Group to which any Affiliate is a total replacement cost of less than $100,000)party; (9xi) that concerns the sale all Contracts relating to property or acquisition of assets (whether real or personal, tangible or intangible) in which any material portion member of the Company’s business; Company Group holds a leasehold interest (10including the Leases) that concerns a partnership or joint venture; (11) involving aggregate consideration liability and which involve payments to the lessor thereunder in excess of $100,000 per month; (xii) all Contracts relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically interest-bearing) such as notes, mortgages, loans and whichlines of credit, in each caseexcept any such Contract with an aggregate outstanding principal amount not exceeding $1,000,000; (xiii) any Contract relating to the voting or control of the equity interests of any member of the Company Group or the election of directors of any member of the Company (other than the Organizational Documents of the Company Group); (xiv) any Contract that can be terminated, or the provisions of which are altered so that the purpose of the Contract cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedgeachieved, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any as a result of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor this Agreement or any of the Additional Agreements; and (xv) any Contract for which any of the benefits, compensation or payments (or the vesting thereof) with respect to a director, officer, employee or consultant of a member of Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract Group will be increased, and no vesting of any benefits under any Material Contract will be accelerated, increased or accelerated by the occurrence of any consummation of the transactions contemplated by hereby or the Transaction Documents, nor amount or value thereof will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by this Agreement. (b) Except as set forth on Schedule 5.17(b), (i) each Material Contract is a valid and binding agreement, is in full force and effect, and neither any member of the Transaction DocumentsCompany Group nor, to the Company’s knowledge, any other party thereto, is in material breach or material default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract, (ii) no member of the Company Group has assigned, delegated, or otherwise transferred any of its rights or obligations with respect to any Material Contracts, or granted any power of attorney with respect thereto, (iii) no Contract (A) requires any member of the Company Group to post a bond or deliver any other form of security or payment to secure its obligations thereunder or (B) imposes any non-competition covenants that may be binding on and materially restrict the Business or require any payments by or with respect to the SPAC, any of its Affiliates, or the transactions contemplated hereby. The Company has previously provided to the SPAC true, correct, complete and fully executed copies of each Material Contract. (c) Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, none of the execution, delivery or performance by any member of the Company Subsidiaries, and Group of this Agreement or any Additional Agreements to the Knowledge which such member of the Company, each Company Group is a party or the consummation by any member of the other parties theretoCompany Group of the transactions contemplated hereby or thereby constitutes a default under or gives rise to any right of termination, have performed cancellation or acceleration of any obligation of the Company or to a loss of any material benefit to which the Company Group is entitled under any provision of any Material Contract. (d) Each member of the Company Group is in compliance in all material respects with all material obligations required to be performed by them under each Material Contractcovenants and all financial covenants in all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness. (e) Each of the material transactions between any member of the Company Group and any Shareholder, officer, employee or director of any member of the Company Group or any Affiliate of any such Person (if any) entered into or occurring prior to the Knowledge Closing (i) is arms-length transaction with fair market price and does not impair the interests of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modificationShareholders, or acceleration, under (ii) is transaction duly approved by the agreement and no party thereto has repudiated any provision board of directors in accordance with the Organizational Documents of such contractmember of the Company Group (if applicable).

Contracts. (a) Except as Previously Disclosedfiled as an exhibit to a Company SEC Document prior to the date of this Agreement, neither and except for the Company nor Benefit Plans, each of the following contracts, agreements or arrangements are set forth in Section 3.18(a) of the Company Disclosure Letter: (i) any agreement relating to indebtedness (other than agreements among direct or indirect wholly owned Company Subsidiaries) in excess of $10 million; (ii) any joint venture, partnership, limited liability company or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture; (iii) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any material business or material real property (whether by merger, sale of stock, sale of assets or otherwise) exceeding $15 million individually or $30 million in the aggregate for a series of related agreements; (iv) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which the Company or any Company Subsidiary (or, after the Effective Time, the Surviving Corporation or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business in which the Company is a party currently engaged including any covenant not to compete, or that could require the disposition of any contracts material assets or agreements:line of business of the Company or any Company Subsidiary; (1v) relating to indebtedness any agreement providing for borrowed money, letters of credit, capital lease obligations, obligations secured the production by a Lien the Company or interest rate or currency hedging agreements (including guarantees in respect any Company Subsidiary of any product on an exclusive or requirements basis or the purchase by the Company or any Company Subsidiary of the foregoingany product on an exclusive or output basis, but in any event excluding trade payables, securities transactions and brokerage agreements arising each case not entered into in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2vi) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-KK of the SEC); (4vii) any agreement that is a lease involves expenditures or receipts of the Company or any Company Subsidiary in excess of $10 million per year not entered into in the ordinary course of business consistent with past practice; (viii) any agreement under by which the Company or any Company Subsidiary licenses or otherwise obtains the right to use material Intellectual Property rights of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; Person (5other than licenses for readily available commercial software) that is a lease or agreement under by which the Company or any Company Subsidiary is restricted in its right to use or register, or licenses or otherwise permits any other Person to use, enforce, or register any material Company Owned Intellectual Property; or (ix) any agreement the termination or breach of which would reasonably be expected to result in a Material Adverse Effect on the Company. (b) The agreements, arrangements and plans that are required to be set forth in Section 3.18(a) of the Company Subsidiaries is lessor ofDisclosure Letter, or permits any Person that would be required to hold or operate, any property owned or controlled by be set forth but for the filing thereof as exhibits to the Company SEC Documents, are referred to herein as the “Company Contracts.” Except with respect to matters that, individually or any in the aggregate, have not resulted in and would not reasonably be expected to result in a material adverse effect on the business or operations of the Company and its Subsidiaries; (6) limiting the ability , each Company Contract is a valid and binding agreement of the Company or any of a Company Subsidiary, as the Company Subsidiaries to engagecase may be, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceableeffect, and in full force and effect on identical terms following the consummation none of the transactions contemplated by Company, any Company Subsidiary or, to the Transaction Documents. Neither the Company nor any knowledge of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default or breach in any material respect under the terms of any such Company Contract; and since January 1, 2009, neither the Company nor any Company Subsidiary, as the case may be, has waived any material right or relinquished any material benefit under any Material such Company Contract. No benefits under any Material Contract will be increased, ; and no vesting event has occurred, which, after the giving of any benefits under any Material Contract will be acceleratednotice, with lapse of time, or otherwise, would constitute a material default by the occurrence of Company or any of the transactions contemplated by the Transaction DocumentsCompany Subsidiary or, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge knowledge of the Company, any other party under such Company Contract. True, correct and complete copies of each of the other parties thereto, such Company Contract (including all modifications and amendments thereto and waivers thereunder) have performed in all material respects all material obligations required been made available to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractParent.

Contracts. (a) Except for this Agreement and except as Previously Disclosedfiled with the SEC as an exhibit to any Company SEC Document, neither as of the date hereof, none of the Company nor or any Company Subsidiary of its Subsidiaries is a party to any contracts or agreements: (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured is bound by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoingfollowing categories of Contracts (each such Contract required to be filed as an exhibit to any Company SEC Document or required to be listed in Section 3.15(a) of the Company Disclosure Letter, but a “Company Material Contract”): (i) any Contract required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act that has not been so filed (except for a Company Plan listed in Section 3.11(a) of the Company Disclosure Letter); (ii) any Contract to which the Company is a party that (a) restricts the ability of the Company, its Subsidiaries or its Affiliates to (x) engage in or compete in any event excluding trade payablesgeographic area or line of business, securities transactions and brokerage agreements arising market or field, (y) transaction with any Person or (z) solicit any client or customer, in each case in any manner that is material to the ordinary course Company or that would restrict in any material respect Parent or its Subsidiaries following the Closing, (b) requires the Company, its Subsidiaries or its Affiliates to conduct any business on a “most favored nations” basis with any third party that restricts in any material respect the business of the Company or that would restrict in any material respect Parent or its Subsidiaries following the Closing, or (c) provides for “exclusivity,” rights of first refusal or offer or any similar requirement or right in favor of any third party that restricts in any material respect the business consistent with past practiceof the Company or that would restrict in any material respect Parent or its Subsidiaries following the Closing; (iii) any purchase, intercompany indebtedness and immaterial leases sale or supply Contract that contains “take or pay” provisions, volume requirements or commitments, exclusive or preferred purchasing arrangements, “most favored nation” provisions or promotional requirements; (iv) any Contract to which the Company is a party that provides for telephones, copy machines, facsimile machines and other office equipment) payments to or from the Company in excess of $100,000500,000 in the aggregate annually, except but excluding for those issued this purpose purchase orders for and invoices for transportation related to the shipment of inventory entered into on customary terms in the ordinary course of business; (2v) that constitutes a collective bargaining any Contract creating, guaranteeing or other arrangement with any labor unionsecuring indebtedness for borrowed money of the Company, in each case in excess of $500,000; (3vi) that is a “any Contract with respect to the creation, formation, governance or control of any material contract” within the meaning of Item 601(b)(10) of Regulation S-Kpartnerships, joint ventures or joint ownership arrangements with third parties; (4vii) any Contract that (A) relates to the acquisition of material assets or capital stock or other securities (by merger, capital contribution or otherwise) of any Person after the date of this Agreement with a total consideration of more than $500,000 in the aggregate, (B) relates to the disposition (after the date of this Agreement), directly or indirectly, of material assets of the Company or its Subsidiaries or any capital stock or other securities (by merger, capital contribution or otherwise) of the Company or its Subsidiaries or (C) contains a put, call, right of first refusal or similar right pursuant to which the Company or its Subsidiaries could be required to purchase or sell, as applicable, any of the foregoing; (viii) any Contract that relates to the sale, transfer or other disposition of a business or assets by the Company pursuant to which the Company has any continuing indemnification, guarantee, “earnout” or other contingent, deferred or fixed payment obligations; (ix) any Contract with a term exceeding one year after the date of this Agreement which is a lease or agreement under financial derivative interest rate hedge with a value in excess of $250,000; (x) any Contract pursuant to which the Company or any of the Company its Subsidiaries is lessee of, grants to or holds receives from a third party a license or operates, other right to use any property owned by any other Person; (5) Intellectual Property that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of its Subsidiaries or the operation of their businesses, excluding non-exclusive licenses to software that is commercially available to the public generally (including any such software provided on a SaaS basis) in each case with annual or one-time license, maintenance, support and other fees of less than $250,000; (xi) each Contract that grants any right of first refusal, first notice, first negotiation or right of first offer or similar right with respect to any assets, rights or properties of the Company or its Subsidiaries; (xii) each Labor Agreement; (xiii) any Contract with a Governmental Entity; (xiv) the Company Real Property Leases; (xv) each Contract (other than any Organizational Document) between the Company or any of its Subsidiaries, on the one hand, and any director, officer or Affiliate (other than a wholly owned Subsidiary of the Company) of the Company or any of its Subsidiaries or any of their respective operations. Each Contract “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”Exchange Act), is on the other hand, including (but not limited to) any Contract pursuant to which the Company or any of its Subsidiaries has an obligation to indemnify such director, officer, Affiliate or “associate” or “immediate family” member, but excluding any Company Plan; (xvi) each Contract expressly limiting or restricting the ability of the Company or its Subsidiaries (i) legalto make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other equity interests, as the case may be, (ii) to pledge their capital stock or other equity interests, (iii) to issue any guaranty, (iv) to make loans to the Company or its Subsidiaries, or (v) to grant liens on the property of the Company or its Subsidiaries; and (xvii) each Contract that obligates the Company or its Subsidiaries to make any loans, advances or capital contributions to, or investments in, any Person, except for (i) loans or advances for indemnification, attorneys’ fees, or travel and other business expenses in the ordinary course of business, or (ii) loans, advances or capital contributions to, or investments in, any Person that is not an Affiliate or Company Employee not in excess of $100,000 individually; (xviii) each Contract that is a (A) bid bonds, payment bonds, performance bonds, Tax bonds, licensing bonds, reclamation bonds, surety bonds or any similar undertaking or financial security arrangements or (B) indemnity or underwriting agreements or other contracts with a surety, in each case in excess of $500,000. (b) Each Company Material Contract has not been terminated prior to the date of this Agreement, is valid and binding on the Company and each of its Subsidiaries party thereto and, to the Company Subsidiaries which are a knowledge of the Company, any other party thereto, except (i) for such failures to such contract, (ii) is be valid and binding or to be in full force and effect and enforceable that, individually or in accordance with its terms and (iii) will continue to be legalthe aggregate, valid, binding, enforceablehas not been, and would not reasonably be expected to be, materially adverse to the Company and its Subsidiaries, taken as a whole, or (ii) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity. Except as, individually or in full force the aggregate, has not been, and effect on identical terms following would not reasonably be expected to be, materially adverse to the consummation Company and its Subsidiaries, taken as a whole, there are no existing breaches or defaults under any Company Material Contract or Company Real Property Lease by the Company or any of its Subsidiaries party thereto or, to the knowledge of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increasedthereto, and no vesting event or action has occurred or failed to occur that with the lapse of any benefits under any Material Contract will be accelerated, time or the giving of notice or both would constitute a default thereunder by the occurrence of Company or any of the transactions contemplated by the Transaction Documentsits Subsidiaries party thereto or, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge knowledge of the Company, any other party thereto. Prior to the date of this Agreement, the Company has made available to Parent accurate and complete copies of each Company Material Contract in effect as of the other parties theretodate of this Agreement, have performed in together with all material respects all material obligations required to be performed by them under each Material Contract, amendments and supplements thereto in effect as of the date of this Agreement. Prior to the Knowledge date of this Agreement, no counterparty to a Company Material Contract or Company Real Property Lease has cancelled, terminated or substantially curtailed its relationship with the Company or its Subsidiaries, given notice to the Company or its Subsidiaries of any intention to cancel, terminate or substantially curtail its relationship with the Company or its Subsidiaries, or, to the knowledge of the Company, no event has occurred that threatened to do any of the foregoing or, to the knowledge of the Company, been threatened with notice bankruptcy or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractinsolvency.

Contracts. Except for Contracts filed as Previously Disclosedexhibits to the Filed SEC Documents, neither as of the date hereof there are no Contracts that are required to be filed as an exhibit to any Filed SEC Document under the Exchange Act and the rules and regulations promulgated thereunder. Except for Contracts filed in unredacted form as exhibits to the Filed SEC Documents, Section 3.01(h) of the Company nor any Company Subsidiary is Disclosure Schedule sets forth a party to any contracts or agreementstrue and complete list of: (1i) relating all Contracts to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries its subsidiaries is lessee ofa party, or holds or operatesthat purports to be binding upon the Company, any property owned by any other Person; (5) that is a lease or agreement under which the Company of its subsidiaries or any of the Company Subsidiaries is lessor ofits affiliates, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; that contain a covenant (6a "Restrictive Covenant") limiting materially restricting the ability of the Company or any of its subsidiaries (or which, following the consummation of the Merger, could materially restrict the ability of Parent or any of its subsidiaries, including the Company Subsidiaries and its subsidiaries) to engage, compete in any business that is material respectto the Company and its subsidiaries, in taken as a whole, or Parent and its subsidiaries, taken as a whole, or with any line of business or to compete, whether by restricting territories, customers or otherwise, person or in any other material respectgeographic area, with except for any Person; such Contract (7x) that is a settlement, conciliation would not be expected to result in the Company incurring costs or similar agreement, the performance of which will involve payment after the Closing Date of consideration receiving revenues in excess of $100,0005,000,000 per year, (y) that may be canceled without penalty by the Company or any of its subsidiaries upon notice of 60 days or less or (z) the terms and scope (including with respect to any Restrictive Covenants) are customary in the airline industry for Contracts of that type; (8) that relates ii) all material joint venture, partnership, business alliance (excluding information technology contracts), code sharing and frequent flyer agreements (including all material amendments to Intellectual Property Rights (other than a license granted to each of the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000foregoing agreements); (9iii) all maintenance agreements for repair and overhaul that concerns would be expected to result in the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability Company incurring costs in excess of $100,000 10,000,000 per year (including all material amendments to each of the foregoing agreements); and (iv) as of the date hereof, all loan agreements, credit agreements, notes, debentures, bonds, mortgages, indentures and whichother Contracts pursuant to which any indebtedness (which term shall include capital leases and operating leases) of the Company or any of its subsidiaries is outstanding or may be incurred and all guarantees of or by the Company or any of its subsidiaries of any indebtedness of any other person (except for such indebtedness or guarantees of indebtedness the aggregate principal amount of which does not exceed $10,000,000), including the respective aggregate principal amounts outstanding as of the date of this Agreement. The Company has previously disclosed to Parent in writing, based upon the assumptions in such writing, the aggregate amount of indebtedness (which shall be deemed solely for purposes of this sentence to consist of capital leases, aircraft operating leases and indebtedness for borrowed money) of the Company and its subsidiaries (including all guarantees of indebtedness to third parties) as of the date of this Agreement. None of the Company or any of its subsidiaries is in violation of or default (with or without notice or lapse of time or both) under, or has waived or failed to enforce any rights or benefits under, any Contract to which it is a party or by which it or any of its properties or assets is bound, and, to the knowledge of the Company or such subsidiary, no other party to any of its Contracts is in violation or default (with or without notice or lapse of time or both) under, or has waived or failed to enforce any rights or benefits under, and there has occurred no event giving to others any right of termination, amendment or cancelation of, with or without notice or lapse of time or both, any such Contract except, in each case, canfor violations, defaults, waivers or failures to enforce benefits that individually or in the aggregate would not be cancelled expected to result in (taking into account the likelihood of such result occurring and the expected magnitude of such event if it were to occur) a material adverse effect. Except as identified in writing by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to Parent prior to the date of this Agreement, the Company has delivered or any made available to Parent or its representatives true and complete copies of all Contracts listed on Section 3.01(h) of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractDisclosure Schedule.

Contracts. Except as Previously Disclosed, neither (a) Section 4.14(a) of the Company nor Disclosure Letter lists the following contracts to which any of the Company Subsidiary or the Subsidiaries is a party to any contracts or agreementsby which it is bound: (1i) relating any contract (or group of related contracts) involving the performance of services or the purchase of goods, materials or other assets by or to the Company or any of the Subsidiaries, the performance of which will involve (A) annual payments to or from the Company and the Subsidiaries of $250,000 or more, or (B) aggregate payments (including termination penalties) to or from the Company and the Subsidiaries of $1,000,000 or more; (ii) any contract concerning a partnership, limited liability company or joint venture; (iii) any contract (or group of related contracts) under which it has (x) created, incurred, assumed, or guaranteed any indebtedness for borrowed money, letters of creditor any capitalized lease obligation, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000500,000 or (y) imposed an Encumbrance on any of its assets, except tangible or intangible; (iv) any contract concerning confidentiality or noncompetition or that limits or otherwise restricts the Company or any of the Subsidiaries or that would, after the Effective Time, limit or restrict Parent, the Surviving Corporation or any of the Subsidiaries or any successor thereto or any of their respective Affiliates, from engaging or competing in any line of business or in any geographic area, including any contract containing any "radius clause" applicable to markets in which the Company has operations; (v) any contract relating to collective bargaining or employee association; (vi) any contract for those issued the employment of any individual on a full-time, part-time, consulting, or other basis who is an officer or director of the Company or any of the Subsidiaries or any Affiliate of any of them, or that provides for annual compensation in excess of $100,000 or any severance benefits; (vii) any contract under which the Company or any of the Subsidiaries has advanced or loaned any amount to any of its directors, officers or employees; (viii) any contract under which the consequences of a default or termination could reasonably be expected to have a Company Material Adverse Effect; (ix) any other contract (or group of related contracts) the performance of which involves aggregate consideration in excess of (A) $250,000 or more annually, or (B) $1,000,000 or more in the aggregate; (x) any contract that relates to any proposed Acquisition Proposal as to which discussions have not been terminated prior to the date of this Agreement, including all commitments containing confidentiality, standstill, non-solicitation or similar provisions; (xi) any contract to which the Company or any of the Subsidiaries has continuing indemnification obligations or potential liability; (xii) any contract providing for the sale or exchange of, or option to sell or exchange, any Property, or for the purchase or exchange of, or option to purchase or exchange, any real estate; (xiii) any contract for the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or Equity Interests of another person for aggregate consideration in excess of $500,000, in each case other than in the ordinary course of business; (2xiv) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under contract pursuant to which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, manages any property owned by any other Personreal property; (5xv) that is a lease any advertising or agreement other promotional contract providing for payment by the Company or any Subsidiary of $250,000 or more; (xvi) any license, royalty or other contract concerning Intellectual Property (other than shrink-wrap software and databases licensed to the Company or to any of the Subsidiaries under which nonexclusive software licenses granted to end-user customers by third parties in the ordinary course of business of such third parties' businesses), such Company Disclosure Letter indicating, in the case of any such license, whether the Company or any of the Company Subsidiaries is lessor of, the licensee or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakinglicensor; and (13xvii) any other contracteach amendment, agreement supplement and modification (whether written or understanding material to the Company or oral) in respect of any of the foregoing. (b) The Company Subsidiaries or their respective operationshas made available to Parent a correct and complete copy of each written contract listed in Section 4.14(a) of the Company Disclosure Letter and a written summary setting forth the terms and conditions of each oral contract referred to in Section 4.14(a) of the Company Disclosure Letter. Each Contract With respect to each such contract (except as set forth in Section 4.14(a) of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is Company Disclosure Letter): (i) the contract is legal, valid valid, binding, enforceable, and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and effect; (iiiii) the contract will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other Effective Time; (iii) no party thereto is in default under any Material Contract. No benefits under any Material Contract will be increasedbreach or default, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse the passage of time or giving of notice would constitute a material breach or default default, or permit termination, modification, or acceleration, under the agreement contract; and (iv) no party thereto has repudiated any provision of such the contract.

Contracts. Except as Previously Disclosed(a) Section 2.16(a) of the Disclosure Schedule (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies or, neither 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 Parent prior to the Company nor any Company Subsidiary execution of this Agreement) to which the Company, Galaxy Mall or IMI is a party to or by which any contracts or agreementsof their Assets and Properties are bound: (1i) (A) all Contracts (excluding Plans and Benefit Programs or Agreements) providing for a commitment of employment or consultation services for a specified or unspecified term to, or otherwise relating to indebtedness for borrowed moneyemployment or the termination of employment of, letters any Employee, the name, position and rate of creditcompensation of each Employee party to such a Contract and the expiration date of each such Contract exceeding $50,000; and (B) any written or unwritten representations, capital lease obligationscommitments, obligations secured by a Lien promises, communications or interest rate courses of conduct (excluding Plans and Benefit Programs or currency hedging agreements Agreements and any such Contracts referred to in clause (including guarantees A)) involving an obligation of the Company, Galaxy Mall or IMI to make payments in any year, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any Employee exceeding $100,000 or any group of Employees exceeding $100,000 in the aggregate; (ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company, Galaxy Mall or IMI to engage in any business activity or compete with any Person in connection with the Business or prohibiting or limiting the ability of any Person to compete with the Company, Galaxy Mall or IMI in connection with the Business; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person in connection with the Business; (iv) all Contracts with distributors, dealers, manufacturer's representatives, sales agencies or franchises with whom the Company, Galaxy Mall or IMI deals in connection with the Business; (v) all Contracts relating to the future disposition or acquisition of the foregoingany Assets and Properties, but in any event excluding trade payables, securities transactions and brokerage agreements arising other than dispositions or acquisitions of inventory in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2vi) that constitutes a all collective bargaining or other arrangement with similar labor Contracts covering any labor unionEmployee; (3vii) all other Contracts (other than Plans and Benefit Programs or Agreements, the Real Property Leases and insurance policies listed in Section 2.18 of the Disclosure Schedule and those Contracts listed on Section 2.15 or 2.17 of the Disclosure Schedule) with respect to the Business that is a “(A) involve the payment or potential payment, pursuant to the terms of any such Contract, by or to Galaxy Mall or IMI of more than $25,000 annually and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material contract” within cost or penalty to the meaning of Item 601(b)(10) of Regulation S-K;Company, Galaxy Mall or IMI; and (4viii) that is a lease or agreement under which the Company or without limiting any of the Company Subsidiaries is lessee offoregoing, or holds or operatesall Contracts relating to any strategic alliance with another Person, any property owned by any other Person; (5) that is a lease or agreement under which including, without limitation, Earthlink, Professional Marketing International, United Marketing Solutions, and International Television Products. Notwithstanding the foregoing, the Company represents and warrants that it or its Subsidiaries have entered into approximately 40,000 Contracts with online merchants and, with the consent of Parent, will not be required to list each such Contract on the Disclosure Schedule unless any such Contract, individually, is material to the Business or Condition of the Company. The Company Subsidiaries is lessor of, or permits any Person has hereto furnished to hold or operate, any property owned or controlled Parent representative examples of all of the types of online merchant Contracts presently used by the Company or its Subsidiaries. The Company further represents and warrants that IMI has entered into approximately 100 customer Contracts and, with the consent of Parent, will not be required to list each such Contract on the Disclosure Schedule unless any such Contract, individually, exceeds $10,000. (b) Each Contract required to be disclosed in Section 2.16(a) of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms terms, of each party thereto, except as enforcement thereof may be limited by (i) Laws of general application relating to bankruptcy, insolvency moratorium, reorganization or other similar Laws, both state and federal, affecting the enforcement of creditors' rights or remedies in general, and (iiiii) will continue to be legalrules of Law governing specific performance, valid, binding, enforceable, injunctive relief and other equitable remedies; and except as disclosed in full force and effect on identical terms following the consummation Section 2.16(b) of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company SubsidiariesDisclosure Schedule, nor to neither the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increasedGalaxy Mall nor IMI nor, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each Galaxy Mall or IMI, any other party to such Contract is, or has received notice that it is, in violation or breach of the other parties thereto, have performed in all material respects all material obligations required to be performed by them or default under each Material Contract, and to the Knowledge of the Company, no event has occurred that any such Contract (or with notice or lapse of time or both, would constitute a material be in violation or breach of or default under any such Contract) in any material respect. (c) Except as disclosed in Section 2.16(c) of the Disclosure Schedule, (i) the execution, delivery and performance by the Company of this Agreement, and the consummation of the transactions contemplated hereby, will not (A) result in or permit give to any Person any right of termination, modificationcancellation, acceleration or modification in or with respect to, (B) result in or give to any Person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under, or acceleration(C) result in the creation or imposition of any Lien upon the Company, under Galaxy Mall or IMI or any of their Assets and Properties under, any Contract, and (ii) Company, Galaxy Mall, and IMI are not parties to or bound by any Contract that has been or could reasonably be expected to be, individually or in the agreement and no party thereto has repudiated aggregate with any provision other Contracts, materially adverse to the Business or Condition of such contractthe Company, Galaxy Mall, or IMI.

Contracts. Except as Previously Disclosed, neither Section 3.19 of the Company nor any Company Subsidiary Seller Disclosure Schedule lists the following contracts and other agreements to which Seller is a party to any contracts or agreements: is bound in connection with the Business on the date hereof and identifies each such contract (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipmentif any) in excess which (i) an officer, director, member, manager or employee of $100,000, except for those issued in the ordinary course Seller or (ii) an Affiliate of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, Seller has or holds (directly or operates, any property owned by any other Person; indirectly) a material interest (and Seller will update the Schedule as necessary at least five (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person days prior to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries;Closing): (6i) limiting any agreement (or group of related agreements), for the ability lease of the Company personal property to or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with from any Person; (7ii) that is a settlementany agreement (or group of related agreements) requiring capital expenditures or for the purchase or sale of raw materials, conciliation commodities, supplies, products or similar agreementother personal property, or for the furnishing or receipt of services (including advertising and marketing services), the performance of which will extend over a period of more than 30 days, result in a loss to Seller, or involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9iii) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns agreement concerning a partnership or joint venture; (11iv) involving aggregate consideration liability any agreement (or group of related agreements) under which Seller has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $100,000 and which, in each case, cannot be cancelled by 500,000 or under which it has granted a Lien with respect to any of the Company without penalty or without more than 90 days’ noticeAcquired Assets; (12v) that concerns any material hedgeagreement concerning confidentiality or noncompetition; (vi) any collective bargaining agreement; (vii) any agreement for the employment of any Key Business Employee providing annual salary (excluding bonus) in excess of $50,000 or providing severance benefits; (viii) any agreement under which Seller has advanced or loaned any amount to any of the Business Employees or Key Business Employees outside the Ordinary Course of Business; (ix) any agreement under which the consequences of a default or termination could have a materially adverse effect on the financial condition, collaroperations, option, forward purchasing, swap, derivative results of operations or similar agreement, understanding or undertakingfuture prospects of the Business; (x) letters of intent with respect to the construction and/or establishment of contemplated Restaurants; and (13xi) any other contract, agreement (or understanding material group of related agreements) the performance of which involves annual consideration in excess of $250,000. Seller has delivered to the Company or any Purchaser a correct and complete copy of each written agreement listed in Section 3.19 of the Company Subsidiaries or their respective operationsSeller Disclosure Schedule and a written summary setting forth the terms and conditions of each oral agreement referred to in Section 3.19 of the Seller Disclosure Schedule. Each Contract With respect to each such agreement that is listed in Section 3.19 of a type Previously Disclosed above to this the Seller Disclosure Schedule, except as described in Section 2.2(t3.19 of the Seller Disclosure Schedule: (A) (collectively, the “Material Contracts”), agreement is (i) legal, valid valid, binding, enforceable and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and was entered into on an arms length basis; (iiiB) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the CompanySeller, each of the other parties thereto, have performed no party is in all material respects all material obligations required to be performed by them under each Material Contractbreach or default, and to the Knowledge of the Company, no event has occurred that which with notice or lapse of time would constitute a material breach or default default, or permit termination, modification, modification or acceleration, under the agreement agreement; and (C) to the Knowledge of Seller, no party thereto has repudiated any provision of such contractthe agreement.

Contracts. Except as The Company has Previously DisclosedDisclosed or provided (by hard copy, neither electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each of the following to which the Company nor or any Company Subsidiary is a party to any contracts or agreements:(each, a “Material Contract”): (1i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practicebusiness, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000250,000, except for those issued in the ordinary course of business; (2ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (3iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4iv) that is a any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other PersonPerson with annual rent payments in excess of $250,000; (5v) that is a any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6vi) limiting any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7vii) that is a any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000250,000; (8) viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000250,000); (9ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (10x) that concerns a any alliance, cooperation, joint venture, shareholders, partnership or joint venturesimilar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (11xi) any contract or agreement involving aggregate consideration liability annual payments in excess of $100,000 and which, in each case, 250,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty or without more than 90 days’ notice; (12xii) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and; (13xiii) any other contractcontract or agreement with respect to the employment or service of any current or former directors, agreement officers, employees or understanding material to consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or their respective operationsagreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) 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 of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract of a type Previously Disclosed above to this Section 2.2(t(A) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (iiB) is in full force and effect and enforceable in accordance with its terms and (iiiC) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms in all material respects following the consummation of the transactions contemplated by the Transaction Documentsthis Agreement, except in the cases of (B) and (C) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company’s Knowledge, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documentsthis Agreement, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documentsthis Agreement. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractMaterial Contracts.

Contracts. Except SCHEDULE 5.10 sets forth a list of all Contracts that are (x) material to the business or operations of Orion, taken as Previously Discloseda whole, neither to either Orion Party; and (y) to which any of the Company nor Orion Parties are a party, by which either are bound or to which any Company Subsidiary is a party of their respective assets or properties are subject, as applicable, including but not limited to any contracts or agreementsthe following types of Contracts: (1a) relating any collective bargaining agreement; (b) any Contract with any employee, consultant, advisor, officer or director of Orion or Merger Sub; (c) any Contract with a sales representative, manufacturer’s representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to indebtedness for borrowed money, letters act as one of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect the foregoing on behalf of any Person; (d) any Contract which involves the payment or receipt of cash or other property, an unperformed commitment or goods or services, in each case having a value in excess of $10,000; (e) any Contract pursuant to which either Orion Party (i) has made or will make any loans or advances; (ii) has or will have incurred debts, or become a guarantor or surety, or pledged its credit on; or (iii) has or will have otherwise become responsible with respect to any undertaking of another (except for the foregoing, but negotiation or collection of negotiable instruments in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business); (2f) that constitutes any indenture, credit agreement, loan agreement, note, mortgage, security agreement, lease of real property or personal property or agreement for financing; (g) any Contract involving a collective bargaining partnership, joint venture or other cooperative undertaking; (h) any Contract involving any restrictions with respect to (i) any geographical area of operations; or (ii) scope or type of business of Orion or Merger Sub; (i) any power of attorney or agency agreement or arrangement with any labor union; (3) that Person pursuant to which such Person is a “material contract” within granted the meaning authority to act for or on behalf of Item 601(b)(10) of Regulation S-K; (4) that is a lease Orion or agreement under which the Company or any of the Company Subsidiaries is lessee ofMerger Sub, or holds pursuant to which Orion or operates, any property owned by any other Person; (5) that is a lease Merger Sub are granted the authority to act for or agreement under which the Company or any on behalf of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7j) that is a settlementany Contract relating to any corporate acquisition or disposition of Orion or Merger Sub, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale any acquisition or acquisition disposition of any material portion subsidiary, division, line of the Company’s business; (10) that concerns a partnership business or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and whichreal property, in each case, cannot be cancelled by case during the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingfive years prior to the date of this Agreement; and (13k) any other contract, agreement or understanding Contract not specified above that is otherwise material to the Company business or any operations of the Company Subsidiaries or their respective operationsOrion, taken as a whole, to either Orion Party. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to To the Knowledge of the CompanyOrion Parties, Orion has made available to Target true and complete copies of each document listed on SCHEDULE 5.10, and a written description of each oral arrangement so listed is contained on SCHEDULE 5.10. The cancellation of any Contracts listed on SCHEDULE 5.10 at any time by the other party or parties thereto, thereto would not have performed in all material respects all material obligations required to be performed by them under each an Orion Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractAdverse Effect.

Contracts. Except (a) As of the date of this Agreement, each of the Company’s “material contracts” (as Previously Discloseddefined in Item 601(b)(10) of Regulation S-K promulgated by the SEC) (each, neither a “Filed Company Contract”) has been filed with the SEC. (b) Section 4.14(b) of the Company nor Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of the following types of Contracts to which the Company or any Company Subsidiary is a party to any contracts or agreementsas of the date of this Agreement: (1i) relating each Contract that restricts in any material respect the ability of the Company or any Company Subsidiaries to indebtedness for borrowed moneycompete in any material line of business or geographic area and that is material to the Company and the Company Subsidiaries, letters taken as a whole; (ii) each Contract pursuant to which any amount of credit, capital lease obligations, obligations secured by a Lien Indebtedness of the Company or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoingCompany Subsidiaries in excess of $2,000,000 is outstanding or may be incurred by its terms, but other than any such Contract solely between or among the Company and the wholly owned Company Subsidiaries or between or among wholly owned Company Subsidiaries; (iii) each material partnership, joint venture or similar Contract relating to the formation, creation, operation, management or control of any partnership or joint venture or to the ownership of any equity interest in any event entity or business enterprise other than the Company Subsidiaries or securities of a publicly-traded company held for investment by the Company or any Company Subsidiaries; (iv) other than any Contracts filed as exhibits (including exhibits incorporated by reference) to any Filed Company SEC Documents), each material Contract between the Company or any of its Subsidiaries, on the one hand, and, on the other hand, any (A) present executive officer or director of either the Company or any of the Company Subsidiaries, (B) record or beneficial owner of more than 5% of the shares of Common Stock outstanding as of the date of such Contract, or (C) to the Knowledge of the Company, any Affiliate of any such executive officer, director or record or beneficial owner of more than 5% of the shares of Common Stock outstanding as of the date hereof (other than the Company or any of the Company Subsidiaries); (v) each Contract relating to the disposition or acquisition by the Company or any of the Company Subsidiaries of any material business or any material amount of assets outside the ordinary course of business, in each case, with material obligations remaining to be performed after the date of this Agreement; (vi) other than Contracts for ordinary repair and maintenance, each Contract providing for the development or construction of, or additions or expansions to, any real property, under which the Company or any of the Company Subsidiaries has, or expects to incur, an obligation in excess of $3,000,000 in the aggregate; (vii) other than Contracts described in the foregoing Section 4.14(b)(vi), any Contract that obligates the Company or any of the Company Subsidiaries to make any loans, advances or capital contributions to, or investments in, any Person (other than the Company or any Company Subsidiary), in each case, in excess of $2,000,000; (viii) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any securities, material assets, material rights or material properties of the Company or any Company Subsidiary; (ix) any Contract (each a “Management Agreement”) whereby the Company or any Company Subsidiary manages any material real property owned or partially owned by a third party and to which the Company or any Company Subsidiary is a party or by which any of them is bound; and (x) any Contract with a supplier of the Company or any Company Subsidiary (excluding trade payablesinsurance providers and providers of legal services) that represented at least $600,000 in total spend by the Company and the Company Subsidiaries, securities transactions on a consolidated basis, during the twelve (12)-month period ended April 30, 2019, other than purchase orders, sales orders and brokerage agreements arising similar Contracts. (c) The Company has made available to Parent prior to the date of this Agreement a complete and correct copy of each Material Contract (including all amendments, modifications, extensions, and renewals thereto and waivers thereunder) as in effect on the date of this Agreement. Except as would not be material to the Company and the Company Subsidiaries, taken as whole, (i) each Material Contract is a valid, binding and legally enforceable obligation of the Company or one of the Company Subsidiaries, as the case may be, and, to the Knowledge of the Company, of the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity, (ii) each such Material Contract is in full force and effect and (iii) none of the Company or any of the Company Subsidiaries is (with or without notice or lapse of time, or both) in breach or default under any such Material Contract and, to the Knowledge of the Company, no other party to any such Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, except, in the case of clauses (i) or (ii), with respect to any Material Contract which expires by its terms (as in effect as of the date hereof) or which is terminated in accordance with the terms thereof by the Company in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, can. Except as would not be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to taken as whole, the Knowledge Company has not received, as of the Companydate of this Agreement, each of the other parties theretoany notice in writing from any Person that such Person intends to terminate, have performed in all material respects all material obligations required to be performed by them under each or not renew, any Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract.

Contracts. Except (a) Section 4.11(a) of the Amneal Disclosure Letter sets forth a true and complete list as Previously Disclosedof the date of this Agreement, neither and Amneal has, prior to the Company nor date of this Agreement, made available to Impax true and complete copies (including all material amendments, modifications, extensions, renewals or guaranties) of the following, other than any Company Subsidiary Amneal Plans (all such Contracts set forth on Section 4.11(a) of the Amneal Disclosure Letter, or which are required to be so disclosed, “Amneal Material Contracts”): (i) all Contracts of Amneal or any of its Subsidiaries involving payments by or to Amneal or any of its Subsidiaries of more than $2,500,000 on an annual basis; (ii) all Contracts with third party manufacturers and suppliers for the manufacture and supply of products providing for minimum order quantities, minimum purchase requirements or exclusive supply, manufacturing or purchase requirements with a total annual payment or financial commitment exceeding $2,500,000; (iii) all Contracts having a remaining term of three (3) years or more as of the date hereof wherein Amneal or any of its Subsidiaries is obligated to manufacture or supply products to any third party with a total annual payment or financial commitment exceeding $2,500,000; (iv) all Contracts to which Amneal or any of its Subsidiaries is a party party, or by which Amneal, any of its Subsidiaries is bound, that contain any covenant materially limiting or prohibiting the right of Amneal or any of its Subsidiaries (A) to engage in any contracts line of business or agreements: conduct business in any geographic area, (1B) relating to indebtedness distribute or offer any products or services or (C) to compete with any other person in any line of business or in any geographic area or levying a fine, charge or other payment for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of doing any of the foregoing, but in each case other than (x) non-compete or non-solicitation Contracts with non-executive employees of Amneal or any event excluding trade payablesof its Subsidiaries or (y) confidentiality agreements including non-solicitation, securities transactions and brokerage agreements arising in the ordinary course “no raid” or no-hire provisions; (v) all Contracts of business consistent Amneal or any of its Subsidiaries with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and any Affiliate of Amneal (other office equipmentthan any of its Subsidiaries) (A) whereby Amneal or any of its Subsidiaries agrees to indemnify such Affiliate; or (B) in excess of which the amount involved exceeds $100,000500,000 on an annual basis, except for those issued Contracts in respect of employment or consulting services entered into in the ordinary course of business; (2vi) that constitutes a collective bargaining all Contracts of Amneal or other arrangement with any labor unionof its Subsidiaries granting or obtaining any license to Intellectual Property involving payments of more than $1,000,000 in any calendar year; (3vii) all Contracts of Amneal or any of its Subsidiaries involving payments to a single vendor by or to Amneal or any of its Subsidiaries of more than $2,500,000 on an annual basis that is require consent of or notice to a “material contract” within third party in the meaning event of Item 601(b)(10) or with respect to the Transactions or the Ancillary Transactions, including in order to avoid a breach or termination of, or loss of Regulation S-Kbenefit under, any such Contract; (4viii) that is all joint venture, partnership or other similar agreements involving co-investment with a lease or agreement under third party to which the Company Amneal or any of the Company its Subsidiaries is lessee of, or holds or operates, any property owned by any other Persona party; (5ix) that is a lease all Contracts with any Governmental Authority or agreement any Healthcare Regulatory Authority under which the Company Amneal provides products or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of services involving aggregate consideration in excess of $100,0002,500,000; (8) x) settlement agreements with, or agreements entered into in connection with settlement agreements with, Governmental Authorities or any Healthcare Regulatory Authority that relates have existing or contingent material performance obligations; (xi) all Contracts pursuant to Intellectual Property Rights which any Indebtedness of Amneal or any of its Subsidiaries is outstanding or may be incurred (other than a license granted except for Contracts relating to Indebtedness (A) the Company for commercially available software licensed on standard terms with a total replacement cost aggregate principal amount of less than which does not exceed $100,0005,000,000 or (B) solely among Amneal and/or its Subsidiaries); (9xii) that concerns the sale all Contracts of Amneal or acquisition any of its Subsidiaries which grant to any material portion third party any exclusive rights, right of the Company’s business; (10) that concerns a partnership first refusal, right of first offer or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and whichsimilar right or ownership interest, in each case, cannot be cancelled by the Company without penalty with respect to any material Intellectual Property, drug master files, dossiers, regulatory filings or without more than 90 days’ noticeapprovals with any Healthcare Regulatory Authority or other material assets, rights or properties of Amneal or any of its Subsidiaries; (12xiii) all Contracts relating to the voting or registration of any securities or providing Amneal or any of its Subsidiaries with any right of first refusal with respect to, or right to repurchase or redeem, any assets or securities; (xiv) all Contracts of Amneal or any of its Subsidiaries that concerns relate to an acquisition, divestiture, merger or similar transaction that contain material representations, covenants, indemnities or other obligations (including material payment, indemnification or other contingent obligations) or any “earn-out” obligations of Amneal or any of its Subsidiaries, that are in effect (other than any indemnification provisions which relate to representations and warranties in respect of organization, power and authority, due authorization, capitalization, non-contravention, Taxes, brokers fees or other similar representations and warranties which are contained in the applicable acquisition agreement); (xv) all Contracts of Amneal or any of its Subsidiaries relating to the settlement of any Litigation Proceeding that provide for any continuing material obligations on the part of Amneal or any of its Subsidiaries; (xvi) all Contracts obligating Amneal or any of its Subsidiaries to purchase or otherwise obtain any material hedgeproduct or service exclusively from any person or sell any material product or service exclusively to any person; (xvii) all Contracts relating to a material research and development collaboration or any joint development, collarin each case, optionfor any products currently marketed by Amneal or any of its Subsidiaries; (xviii) all Contracts that are collective bargaining agreements and all Contracts with any trade union, forward purchasingworks council or other employee representative or other labor organization; (xix) all Contracts of Amneal or any of its Subsidiaries that prohibit, swaplimit or restrict the payment of dividends or distributions in respect of the capital stock of Amneal or any of its Subsidiaries or otherwise, derivative prohibit, limit or similar agreementrestrict the pledging of capital stock of Amneal or any of its Subsidiaries or prohibit, understanding limit or undertakingrestrict the issuance of guarantees by Amneal or any of its Subsidiaries; and (13xx) any other contract, agreement or understanding material to the Company Contracts that obligate Amneal or any of the Company its Subsidiaries to make any capital contribution or their respective operationsother investment (including pursuant to any joint venture) in a person in excess of $1,000,000 on an annual basis. Each Contract For purposes of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”4.11(a), is amounts calculated on an “annual basis” or similar terms reflect annualized expenses or payments based on payments made during the period from (A)(1) January 1, 2016 through December 31, 2016 or (2) January 1, 2017 through June 30, 2017 and (B) accruals for the applicable calendar year. (b) (i) legalnone of Amneal or any of its Subsidiaries (A) is, valid and binding on the Company and the Company Subsidiaries or has received written notice that any other party to any Amneal Material Contract is, in violation or breach of or default (with or without notice or lapse of time or both) under or (B) has waived or failed to enforce any rights or benefits under any Amneal Material Contract to which are it is a party to such contractor any of its properties or other assets is subject, (ii) there has occurred no event giving to others any right of termination, amendment or cancellation of (with or without notice or lapse of time or both) any such Amneal Material Contract and (iii) each such Amneal Material Contract is in full force and effect and is a legal, valid and binding agreement of, and enforceable against, Amneal or its Subsidiary, and, to the Knowledge of Amneal, each other party thereto, except for violations, breaches, defaults, waivers or failures to enforce rights or benefits, or failures to be in accordance with its terms full force and (iii) will continue effect or to be legal, valid, binding, binding or enforceable, covered by clauses (i), (ii) or (iii) above that have not had and would not reasonably be expected to have, individually or in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documentsaggregate, an Amneal Material Adverse Effect. Neither the Company nor No party to any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any Contracts set forth on Section 4.11(a) of the transactions contemplated by the Transaction Documents, nor will the value of Amneal Disclosure Letter has provided written notice exercising any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties termination rights with respect thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract.

Contracts. (a) Except as Previously Disclosedfor the contracts and agreements described in Schedule 5.11 of the Parent Disclosure Schedule (collectively, the "PARENT MATERIAL CONTRACTS"), neither Parent nor the Company nor any Company Subsidiary Parent Subsidiaries is a party to any or bound by the following contracts or agreements:(which for purposes of this Agreement shall be deemed Parent Material Contracts): (1i) relating any distribution or software manufacturer's representative contract that represents ten percent (10%) or more of Parent's combined annual revenues; (ii) any contract for the provision of software, outsourcing or consulting services or computer hardware, including contracts billed on time plus materials and fixed-price contracts involving in the case of any such contact more than $3,000,000 per annum; (iii) any contract related to indebtedness the provision of services to early-stage entities in consideration for, among other things, equity interests in such entities, along with any subscription or agreements with respect to investments in such entities and instruments or securities evidencing such equity interests, including any warrants or options; (iv) any hedging arrangements, including any puts or call options; (v) any trust indenture, mortgage, promissory note, loan agreement or other contract for borrowed the borrowing of money, letters of creditany currency exchange, capital lease obligations, obligations secured by a Lien commodities or interest rate other hedging arrangement or currency hedging agreements (including guarantees in respect of any leasing transaction of the foregoing, but type required to be capitalized in accordance with US GAAP; (vi) any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases contract for telephones, copy machines, facsimile machines and other office equipment) capital expenditures in excess of $100,000, except for those issued 3,000,000 in the ordinary course of businessaggregate; (2vii) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) contract limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, respects the freedom of the Parent or any Parent Subsidiary to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in compete with any other material respect, with any Person; (7viii) that any contract pursuant to which the Parent or any Parent Subsidiary is a settlementlessor of any machinery, conciliation equipment, motor vehicles, office furniture, fixtures or other personal property involving in the case of any such contract more than $3,000,000 in any calendar year; (ix) any contract with any Person (other than the Parent or any Parent Subsidiary) with whom the Parent or any Parent Subsidiary does not deal at arm's length within the meaning of the Code; (x) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar agreementcommitment with respect to, the performance obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of which will involve payment after any other Person; or (xi) any agreement relating to the Closing Date acquisition of a business for aggregate consideration in excess of $100,000;1,000,000 entered into in the last three years. (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9b) that concerns the sale or acquisition of any material portion Parent and each Parent Subsidiary has performed all of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contractit and is entitled to all benefits under, and to the Knowledge of Parent, is not alleged to be in default in respect of any Parent Material Contract. Each of the CompanyParent Material Contracts is in full force and effect, unamended, and there exists no default or event has occurred that of default or event, occurrence, condition or act, with notice respect to Parent or any Parent Subsidiary or to the Knowledge of Parent with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would constitute become a material breach or default or permit terminationevent of default under any Parent Material Contract. True, modification, correct and complete copies of all Parent Material Contracts have been delivered or acceleration, under the agreement and no party thereto has repudiated any provision of such contractmade available to Company.

Contracts. Except (a) All Contracts required to be filed as Previously Disclosed, neither exhibits to the Company nor SEC Documents have been so filed in a timely manner. Section 3.11(a) of the Company Disclosure Letter sets forth a true and complete list of each of the following Contracts to which the Company or any Company Subsidiary is a party to or by which the Company or any contracts Company Subsidiary or agreements:any of their assets or businesses are bound (and any amendments, supplements and modifications thereto): (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) Contract that is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-KK of the Exchange Act other than any such Contract that is not required to be filed under clause (iii)(C) thereof); (2) any employment Contract that has an aggregate future liability in excess of $1,000,000 and is not terminable by the Company or a Company Subsidiary by notice of not more than 60 days; (3) any collective bargaining agreement or other Contract with any labor organization, union or association; (4) any Contract that is a lease or agreement under which the Company or limits in any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting material respect the ability of the Company or any Company Subsidiary (or, following the consummation of the Company Subsidiaries to engageTransactions, would limit in any material respectrespect the ability of Parent or any Parent Subsidiary, including the Surviving Corporation or the Surviving Company) to compete in any line of business or to compete, whether by restricting territories, customers or otherwise, with any Person or in any other material respect, with geographic area; (5) any PersonContract that would be required to be disclosed pursuant to Item 404 of Regulation S-K of the Exchange Act; (6) any Contract for the lease of real property by the Company or any Company Subsidiary that by its terms calls for aggregate annual rent payments of more than $2,000,000 by the Company and the Company Subsidiaries; (7) any license, sublicense, option or other Contract relating in whole or in part to the Company Intellectual Property (including any license or other Contract under which the Company or a Company Subsidiary is licensee or licensor of any Intellectual Property) or to any Technology, in each case material to the Company and the Company Subsidiaries, taken as a whole, other than licenses granted by the Company or Company Subsidiaries to clients in the Ordinary Course of Business or license agreements for software that is a settlement, conciliation generally commercially available; (8) any Contract or similar agreement, the performance series of which will involve payment after the Closing Date of consideration related Contracts relating to indebtedness for borrowed money (i) in excess of $100,000; 5,000,000 or (8) ii) that relates to Intellectual Property Rights (other than becomes due and payable as a license granted to result of the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000)Transactions; (9) any Contract under which the Company or a Company Subsidiary has, directly or indirectly, made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than the Company or a Company Subsidiary), in any such case that concerns the sale or acquisition is in excess of any material portion of the Company’s business$10,000,000; (10) any Contract that concerns provides for any standstill or similar obligations to which the Company or any Company Subsidiary is subject or a partnership beneficiary thereof, which is material to the Company and Company Subsidiaries taken as a whole (or, following the consummation of the Transactions, would be material to Parent or joint ventureany Parent Subsidiary, including the Surviving Corporation or the Surviving Company); (11) involving aggregate consideration liability in excess any Contract (including a purchase order) with any of $100,000 and which, in each case, cannot be cancelled the Company’s top-50 suppliers (measured by dollar volume of purchases of the Company without penalty or without more than 90 days’ noticeduring the twelve months ended June 30, 2010); (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative master services agreement (or similar master agreements), human resources services agreement, understanding or undertaking; and (13) any other contract, administrative services agreement or understanding material similar client agreement pursuant to which the Company or and/or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is provides (i) legal, valid and binding on services or products to any client in its benefits outsourcing segment under which the Company and the Company Subsidiaries which have recognized or are a party reasonably expected to such contractrecognize more than $10,000,000 in revenues in any fiscal year, (ii) services or products to any client in its HR BPO segment under which the Company and the Company Subsidiaries have recognized or are reasonably expected to recognize more than $10,000,000 in revenues in any fiscal year or (iii) services or products to any client in its consulting segment under which the Company and the Company Subsidiaries have recognized or are reasonably expected to recognize more than $10,000,000 in revenues in any fiscal year; (13) any Contract for any joint venture, partnership or similar arrangement, or any Contract involving a sharing of revenues, profits, losses, costs, or liabilities by the Company or any Company Subsidiary with any other Person involving a potential combined commitment or payment by the Company and any Company Subsidiary in excess of $5,000,000 annually; (14) any other Contract not otherwise required to be disclosed pursuant to this Section 3.11(a) that has an aggregate payment obligation to any Person in excess of $20,000,000 and is not terminable by the Company or a Company Subsidiary by notice of not more than 60 days; or (15) any Contract that is material to the business of the Company and the Company Subsidiaries, taken as a whole, that would or would reasonably be expected to prevent, materially delay or impair the consummation of the Transactions. (b) To the Knowledge of the Company, all Contracts set forth or required to be set forth in Section 3.11(a) of the Company Disclosure Letter or filed or required to be filed as exhibits to the Company SEC Documents (the “Company Contracts”) are valid, binding and in full force and effect and are enforceable by the Company or the applicable Company Subsidiary in accordance with its terms their terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought and (iii) will continue except for such failures to be legal, valid, binding, enforceable, and in full force and effect on identical terms following or enforceable that, individually or in the consummation of the transactions contemplated by the Transaction Documentsaggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to To the Knowledge of the Company, each of the other parties thereto, have Company or the applicable Company Subsidiary has performed in all material respects all material obligations required to be performed by them it under each Material Contractthe Company Contracts, and it is not (with or without notice or lapse of time, or both) in breach or default in any material respect thereunder and, to the Knowledge of the Company, no event has occurred that other party to any Company Contract is (with or without notice or lapse of time would constitute a material time, or both) in breach or default in any material respect thereunder. Since October 1, 2009, to the Knowledge of the Company, neither the Company nor any of the Company Subsidiaries has received written notice of any actual, alleged, possible or permit termination, modificationpotential violation of, or accelerationfailure to comply with, under any material term or requirement of any Company Contract. To the agreement and no Knowledge of the Company, neither the Company nor any of the Company Subsidiaries has received any written notice of the intention of any party thereto has repudiated to terminate any provision of such contractCompany Contract.

Contracts. Except as Previously Disclosed, neither Section 4.12 of the Company nor Disclosure Schedules specifically identifies (by the applicable subsection set forth below in this Section 4.12) each Company Material Contract (other than this Agreement or any Related Agreement). The term "Company Material Contract" shall include each of the following Contracts to which the Company or any Company Subsidiary is a party to or by which the Company or any contracts Company Subsidiary is bound (in each case, other than this Agreement or agreements:any Related Agreement): (1a) relating any Contract with any Significant Company Customer; (b) any Contract generating, or that is reasonably likely to indebtedness generate, more than 5% of revenues for borrowed moneythe Company and the Company Subsidiaries over the twelve month period from the date of this Agreement, letters other than those set forth on Section 4.12(j) of creditthe Company Disclosure Schedules; (c) any Contract with any director, capital lease obligationsofficer, obligations secured employee or consultant that would require the Company or any Company Subsidiary to make any payments in connection with the Merger, or upon termination of employment, but excluding any Contract (i) that is terminable at-will or, in the case of consultants, with 30 or fewer days of notice by a Lien the Company or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoingCompany Subsidiaries without cost, liability or financial obligations (other than accrued regular compensation and benefits through the date of termination, including any such notice period), or (ii) under which the Company and the Company Subsidiaries collectively have paid or are obligated to pay less than $10,000; (d) any Contract for indemnification (other than standard indemnification provisions in Contracts entered into by the Company or any Company Subsidiary in the Ordinary Course of Business) or any guaranty; (e) any Contract containing any covenant limiting in any respect the right of the Company or any of the Company Subsidiaries to (i) engage, participate or compete in any line of business, market or geographic area, (ii) develop, market or distribute products or services, (iii) conduct business with any Person, (iv) solicit the employment of, or hire, any Person, or (v) compete with any Person; or granting any exclusive sales, distribution, marketing or other exclusive rights, rights of first refusal, "most favored nation" rights, rights of first negotiation or other exclusive rights or similar terms to any Person, but in each case excluding Contracts containing limitations that (A) are not material to the Company or any event excluding trade payablesCompany Subsidiary, securities transactions and brokerage agreements arising in (B) do not limit the ordinary course ability of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of businessCompany or any Company Subsidiary to develop or market additional products or services; (2f) any Lease for real or personal property in which the amount of payments that constitutes a collective bargaining the Company or other arrangement with any labor unionof the Company Subsidiaries is required to make on an annual basis exceeds $25,000; (3g) that is a “material contract” within any Contract pursuant to the meaning express terms of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee ofcurrently obligated to pay in excess of $25,000 (or, in the case of a Contract for the purchase of inventory made in the Ordinary Course of Business, $50,000) in any one year period that is not terminable by the Company or holds the Company Subsidiaries without penalty upon notice of ninety (90) days or operates, any property owned by any other Personless; (5h) that is a lease any Contract currently in force relating to the disposition or agreement under which acquisition by the Company or any of the Company Subsidiaries is lessor ofafter the date hereof of (i) assets with a book value exceeding $25,000 (or, in the case of the sale of inventory made in the Ordinary Course of Business, $50,000) , or permits (ii) Equity Interests in an Entity; (i) any Person Contract pursuant to hold which the Company or operateany Company Subsidiary is a licensor of Intellectual Property or agrees to Encumber, not assert, Transfer or sell rights in or with respect to any property owned or controlled Intellectual Property, except for distribution contracts with retail outlets, independent sales agents, other distributors and end users entered into by the Company or any Company Subsidiary in the Ordinary Course of the Company SubsidiariesBusiness; (6j) limiting the ability of the Company any joint venture Contract or any other Contract that involves a sharing of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration revenues in excess of $100,00010,000, or involves a sharing of profits, cash flows, expenses or losses, with other Persons, or the payment of royalties to any other Person, other than Contracts identified in Section 4.12(a) of the applicable Company Disclosure Schedule; (8) that relates k) any Contract currently required to Intellectual Property Rights (be filed as an exhibit pursuant to Item 601(b)(10) of Regulation S-K promulgated under the Securities Act, other than a license granted those currently on file with the SEC (including any Amendments to Contracts filed as of the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000Balance Sheet Date that are required to be filed); (9l) that concerns the sale or acquisition of any material portion Contract containing a "standstill" provision with respect to any Equity Interests of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract.

Contracts. Except (a) For purposes of this Agreement, each of the following shall be deemed to constitute a “Material Contract”: (i) any Company Contract that is required by the rules and regulations of the SEC to be filed as Previously Disclosed, neither an exhibit to the Company nor SEC Documents; (ii) any employment, management, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation Contract that is not terminable at will by the Company or one of its Subsidiaries, pursuant to which the Company or one of its Subsidiaries has continuing obligations of $200,000 or more per calendar year as of the date of this Agreement (other than those pursuant to which severance is required by Law); (iii) any Company Contract in connection with which or pursuant to which the Company and the Company Subsidiaries are committed to spend, in the aggregate, more than $1,000,000 during the current fiscal year; (iv) any Company Contract that generated more than $1,000,000 in revenues for the Company or any Company Subsidiary is a in the fiscal year ended December 31, 2014; (v) any Company Contract relating to the acquisition, transfer, development or sharing of any material Intellectual Property rights (except for any Company Contract pursuant to which (A) any Intellectual Property rights are licensed to the Company or any Company Subsidiary under any third-party software license generally available to the public; or (B) any Intellectual Property rights are licensed by the Company to any contracts Person on a non-exclusive basis); (vi) any Contract (A) relating to a transaction involving the disposition or agreements: acquisition of (1) relating to indebtedness for borrowed moneyassets whose value, letters in each case, is in excess of credit$2,500,000 or (2) any tangible assets constituting a material business or business line by the Company or any Company Subsidiary after the date of this Agreement, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising each case other than in the ordinary course of business; or (B) pursuant to which the Company or any Company Subsidiary will acquire any material ownership interest in any other Person or other business consistent with past practiceenterprise other than any Company Subsidiary; (vii) any mortgages, intercompany indebtedness and immaterial leases for telephonesindentures, copy machinesguarantees, facsimile machines and loans or credit agreements, security agreements or other office equipment) Contracts relating to the borrowing of money or extension of credit, in each case in excess of $100,000, except for those issued 5,000,000 other than (A) accounts receivables and payables in the ordinary course of business; (B) loans to any Company Subsidiary in the ordinary course of business; and (C) extensions of credit to customers in the ordinary course of business; (2viii) that constitutes a collective bargaining any Contract providing for the payment, increase or other arrangement vesting of any benefits or compensation in connection with any labor unionthe Merger; (3ix) any Contract that is a “settlement agreement that imposes material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which obligations on the Company or any Company Subsidiary after the date of the Company Subsidiaries is lessee ofthis Agreement; (x) any Contract that involves a material joint venture, limited liability company or holds or operates, partnership with any property owned by any other third Person; (5xi) that is a lease any Contract containing any covenant or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; other provision (6A) limiting the ability right of the Company or any of the Company Subsidiaries Subsidiary to engage, engage in any material respect, line of business or to compete with any Person in any line of business that is material to the Company; (B) prohibiting the Company or to compete, whether by restricting territories, customers or otherwise, or any Company Subsidiary from engaging in any other material respect, business with any Person; Person or levying a fine, charge or other payment for doing so; or (7C) that is a settlement, conciliation containing “most favored nation,” “exclusivity” or similar agreementprovisions, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (each case other than a license granted any such Contracts that (1) may be cancelled without material liability to the Company for commercially available software licensed on standard terms with a total replacement cost or its Subsidiaries upon notice of less than $100,000); ninety (990) that concerns the sale days or acquisition of any less; or (2) are not material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by to the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedgeand its Subsidiaries, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingtaken as a whole; and (13xii) any other contract, agreement or understanding material to the Company or Contract which provides for indemnification of any Company Employee. (b) Part 3.10(a) of the Company Subsidiaries or their respective operationsDisclosure Schedule lists all Material Contracts as of the Agreement Date. Each Material Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect effect, and is enforceable in accordance with its terms terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (iiiii) will continue to be legalrules of Law governing specific performance, valid, binding, enforceable, injunctive relief and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to other equitable remedies. (c) To the Company’s Knowledge, as of the Agreement Date, neither the Company nor any Company Subsidiary party to, nor any other party thereto is in default under to, any Material Contract. No benefits under , is in material breach of, or material default under, any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract.

Contracts. Except as Previously DisclosedAs of the date of this Agreement, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to any contracts or agreementsto: (1i) relating any Contract that would be required to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured be filed by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is Company as a “material contract” within the meaning of pursuant to Item 601(b)(10) of Regulation S-KK under the Securities Act; (4ii) any Contract that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5A) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting restricts the ability of the Company or any of its Subsidiaries (or, after the Company Subsidiaries to engageClosing, would restrict Parent, TopCo or any of their respective Subsidiaries) in any material respect, in any line of business or respect to compete, whether by restricting territories, customers or otherwise, or in compete with any other person or acquire or dispose of the securities of another person and (B) is material respectto the Company and its Subsidiaries, with any Persontaken as a whole; (7iii) any loan, mortgage, note, debenture, bond, indenture or other similar Contract pursuant to which any Indebtedness of the Company or any of its Subsidiaries, in each case in excess of $500.0 million, is outstanding or may be incurred, other than any such Contract solely between or among any of the Company and any of its Subsidiaries; (iv) any Contract that is a settlementrelated to the governance or operation of any joint venture, conciliation partnership or similar agreementarrangement, other than such Contract solely between or among any of the performance Company and any of which will involve payment its Subsidiaries; (v) any Contract expressly limiting or restricting the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests, as the case may be; (vi) any Contract that by its terms calls for aggregate payments by the Company or any of its Subsidiaries of more than $500.0 million in any fiscal year period or $1.0 billion in the aggregate over the term of such Contract, except for any such Contract that may be canceled by the Company, without any material penalty or other liability to the Company or any of its Subsidiaries, upon notice of 180 days or less; (vii) any Contract that involves, or is reasonably expected in the future to involve, annual revenues of $500.0 million in the aggregate; (viii) any material Contract, other than Contracts for transportation services to be provided for FERC-regulated Natural Gas Act or Interstate Commerce Act transportation services pursuant to an open season, that contains a “most favored nation” or any similar term for the benefit of a third party that restricts the business of the Company (or would, after the Closing Date Closing, restrict the business of consideration Parent, TopCo or any of their respective Subsidiaries) in a material manner; (ix) any collective bargaining agreement; (x) any Contract under which the Company or any of its Subsidiaries has advanced or loaned any amount of money to any of its current or former directors, officers, employees or consultants, in each case with a principal amount in excess of $100,000; (8) xi) any material Contract that relates to Intellectual Property Rights includes any Affiliate of the Company (other than a license granted to Subsidiary of the Company for commercially available software licensed on standard terms with Company) as a total replacement cost of less than $100,000)counterparty or third party beneficiary; (9xii) that concerns the sale any Contract to acquire all or acquisition of any material a portion of the Company’s capital stock, business; , property or assets of any other person for an amount of cash (10or value of non-cash consideration) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice500.0 million; (12xiii) that concerns any material hedge, collar, option, forward purchasing, swap, derivative Contract in favor of directors or similar agreement, understanding executive officers relating to employment or undertakingcompensation or providing rights to indemnification; andor (13xiv) any other contract, agreement Contract the loss or understanding material breach of which would reasonably be expected to the have a Company Material Adverse Effect. Each such Contract described in clauses (i) through (xiv) above is referred to herein as a “Company Specified Contract”. The Company has delivered or any made available to Parent true and complete copies of all Company Specified Contracts. Each of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), Specified Contracts is (i) legal, valid and binding on the Company and or the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any Subsidiary of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increasedand, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties party thereto, have performed and is in all material respects all material obligations required full force and effect, except for such failures to be performed valid and binding or to be in full force and effect that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no default under any Company Specified Contract by them under each Material Contractthe Company or any of its Subsidiaries or, and to the Knowledge of the Company, no event has occurred by any other party thereto, in each case except for such defaults that with notice have not had and would not reasonably be expected to have, individually or lapse of time would constitute in the aggregate, a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractCompany Material Adverse Effect.

Contracts. Except as Previously Disclosed, neither (a) Section 4.14 of the Company nor any Company Disclosure Schedule contains a list of the following written or oral contracts that are Acquired Contracts or to which an Acquired Subsidiary is party (the “Material Contracts”) (and each Material Contract is listed under a party heading in such Section that corresponds with the applicable clause among the following to any contracts or agreements:which such Material Contract relates): (1i) relating contract that involves the performance of services or delivery of goods or materials by the Business that is reasonably expected to indebtedness for borrowed money, letters result in revenue after the date hereof in excess of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but $100,000 in any event excluding trade payables, securities transactions and brokerage agreements arising twelve month period (other than open purchase orders made in the ordinary course Ordinary Course of business consistent with past practiceBusiness); (ii) contract that involves the performance of services for, intercompany indebtedness and immaterial leases or delivery of goods or materials to, the Business that is reasonably expected to result in expenditures after the date hereof in excess of $50,000 in any twelve month period (other than open sales orders made in the Ordinary Course of Business); (iii) contract for telephonesthe employment of Person by the Business on a full-time, copy machinespart-time, facsimile machines and consulting or other office equipmentbasis, including any such contract that (A) provides annual cash or other compensation in excess of $100,000, except (B) provides for those issued in the ordinary course payment of business; (2) that constitutes a collective bargaining any cash or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease compensation or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following benefits upon the consummation of the transactions contemplated by this Agreement, or (C) provides for any severance payments; (iv) contract that restricts the Transaction Documents. Neither the Company nor ability of Seller or any of its Affiliates to engage in any business, including the Company SubsidiariesBusiness, nor or compete with any Person with respect to the Company’s Knowledge, Business or any other party thereto business; (v) lease of any tangible personal property to or from any other Person and used in the Business with aggregate annual rental payments exceeding $50,000 in the most recently completed calendar year; (vi) contract to pay or receive any royalty or license fee or to license (either as licensor or licensee) any Intellectual Property (other than any non-exclusive license for the use of any commercially available off-the-shelf software which was entered into in the Ordinary Course of Business of Seller); (vii) each mortgage agreement, deed of trust, security agreement, purchase money agreement, conditional sales contract, capital lease or other similar contract created or assumed by, or permitted to be created by written document made or accepted by, Seller or any Acquired Subsidiary or any sale-leaseback arrangement pertaining to any real property or to equipment included in the Acquired Assets; (viii) each contract requiring Seller or any Acquired Subsidiary to reimburse any maker of a letter of credit or banker’s acceptance; (ix) each partnership, joint venture or similar contract relating to the Business; (x) each contract with any distributor or broker of any product or service offered by the Business; and (xi) each contract containing any form of most-favored pricing provision in favor of any supplier or customer of the Business. (b) Each Material Contract is a valid and binding obligation of Seller or the relevant Acquired Subsidiary, enforceable against Seller or the relevant Acquired Subsidiary in accordance with its terms except as such enforceability may be limited by (i) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors’ rights generally, and (ii) applicable equitable principles (whether considered in a proceeding at law or in equity). Seller or the relevant Acquired Subsidiary is not in material violation or breach of or default under any Material Contract. No benefits under any Material Contract will be increasedTo Seller’s Knowledge, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge Contract are not in material violation or breach of the Company, no or default thereunder. No event has occurred that (with notice or lapse without the passage of time or giving of notice) would constitute a material breach or default of, or permit termination, modification, acceleration or accelerationcancellation of, such Material Contract or of any material right or liability thereunder. Neither Seller nor the relevant Acquired Subsidiary has waived any material right under such Material Contract. No party to such Material Contract has terminated, modified, accelerated or canceled such Material Contract or any material right or liability thereunder or communicated in writing such party’s desire or intent to do so. Seller or the agreement relevant Acquired Subsidiary has provided to Buyer a true, correct and no party thereto has repudiated any provision complete copy of such contracteach written Material Contract or, to the extent a Material Contract is oral, an accurate description of the material terms thereof.

Contracts. Except as The Company has Previously DisclosedDisclosed or provided (by hard copy, neither electronic data room or otherwise) to the Investor or its representatives true, correct and complete copies of each of the following to which the Company nor or any Company Subsidiary is a party to any contracts or agreements:(each, a “Material Contract”): (1i) any contract or agreement relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practicebusiness, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000250,000, except for those issued in the ordinary course of business; (2ii) any contract or agreement that constitutes a collective bargaining or other arrangement with any labor union; (3iii) any contract or agreement that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4iv) that is a any lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other PersonPerson with annual rent payments in excess of $250,000; (5v) that is a any lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6vi) limiting any contract or agreement limiting, in any material respect, the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7vii) that is a any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000250,000; (8) viii) any contract or agreement that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000250,000); (9ix) any contract or agreement that concerns the sale or acquisition of any material portion of the Company’s business; (10x) that concerns a any alliance, cooperation, joint venture, shareholders, partnership or joint venturesimilar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (11xi) any contract or agreement involving aggregate consideration liability annual payments in excess of $100,000 and which, in each case, 250,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty or without more than 90 days’ notice; (12xii) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and; (13xiii) any other contractcontract or agreement with respect to the employment or service of any current or former directors, agreement officers, employees or understanding material to consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the ordinary course of business; (xiv) any contract or their respective operationsagreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) 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 of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; and (xv) any material contract or agreement that would require any consent or approval of a counterparty as a result of the consummation of the transactions contemplated by this Agreement. Each Material Contract of a type Previously Disclosed above to this Section 2.2(t(A) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (iiB) is in full force and effect and enforceable in accordance with its terms and (iiiC) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms in all material respects following the consummation of the transactions contemplated by the Transaction Documents, except in the cases of (B) and (C) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company’s Knowledge, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractMaterial Contracts.

Contracts. (a) Except as Previously Disclosedfor the contracts and agreements described in Schedule 4.11 of the Company Disclosure Schedule (collectively, the "COMPANY MATERIAL CONTRACTS"), neither Company nor the Company nor any Company Subsidiary Subsidiaries is a party to any or bound by the following contracts or agreements:(which for purposes of this Agreement shall be deemed Company Material Contracts): (1i) relating any distribution or software manufacturer's representative contract that represents ten percent (10%) or more of Company's consolidated annual revenues; (ii) any contract for the provision of software, outsourcing or consulting services or computer hardware, including contracts billed on time plus materials and fixed-price contracts involving in the case of any such contact more than $3,000,000 per annum; (iii) any contract related to indebtedness the provision of services to early-stage entities in consideration for, among other things, equity interests in such entities, along with any subscription or other agreements with respect to investments in such entities and instruments or securities evidencing such equity interests, including any warrants or options; (iv) any hedging arrangements, including any puts or call options; (v) any trust indenture, mortgage, promissory note, loan agreement or other contract for borrowed the borrowing of money, letters of creditany currency exchange, capital lease obligations, obligations secured by a Lien commodities or interest rate other hedging arrangement or currency hedging agreements (including guarantees in respect of any leasing transaction of the foregoing, but type required to be capitalized in accordance with US GAAP; (vi) any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases contract for telephones, copy machines, facsimile machines and other office equipment) capital expenditures in excess of $100,000, except for those issued 3,000,000 in the ordinary course of businessaggregate; (2vii) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “contract limiting in any material contract” within respect the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability freedom of the Company or any of the Company Subsidiaries Subsidiary to engage, in any material respect, engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in compete with any other material respect, with any Person; (7viii) that any contract pursuant to which the Company or any Company Subsidiary is a settlementlessor of any machinery, conciliation equipment, motor vehicles, office furniture, fixtures or other personal property involving in the case of any such contract more than $3,000,000 in any calendar year; (ix) any contract with any Person (other than the Company or any Company Subsidiary) with whom the Company or any Company Subsidiary does not deal at arm's length within the meaning of the Code; (x) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar agreementcommitment with respect to, the performance obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of which will involve payment after any other Person; or (xi) any agreement relating to the Closing Date acquisition of a business for aggregate consideration in excess of $100,000;1,000,000 entered into in the last three years. (8) that relates to Intellectual Property Rights (other than a license granted to the b) Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion and each Company Subsidiary has performed all of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contractit and is entitled to all benefits under, and to the Knowledge of the Company, is not alleged to be in default in respect of any Company Material Contract. Each of the Company Material Contracts is in full force and effect, unamended, and there exists no default or event has occurred that of default or event, occurrence, condition or act, with notice respect to Company or any Company Subsidiary or to the Knowledge of Company with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, would constitute become a material breach or default or permit terminationevent of default under any Company Material Contract. True, modification, correct and complete copies of all Company Material Contracts have been delivered or acceleration, under the agreement and no party thereto has repudiated any provision of such contractmade available to Parent.

Contracts. Except as Previously Disclosed, neither (a) Schedule 6.11(a) of the Disclosure Schedules contains a list of the following Contracts to which any of the Company nor any Company Subsidiary Entities is a party to or by which any contracts or agreementsof the Company Entities is bound: (1i) relating each Contract with a Significant Customer (as defined herein below), Significant Supplier (as defined herein below) and each other Contract that involves performance of services or delivery of goods or materials by or to indebtedness for borrowed money, letters any of credit, capital lease obligations, obligations secured by a Lien the Company Entities of an amount or interest rate value in excess of $750,000; (ii) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or currency hedging agreements (including guarantees in respect receipts of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration Entities in excess of $100,000; (8) that relates to Intellectual Property Rights iii) each Contract affecting the ownership of, leasing of, title to, use of or any leasehold or other interest in any real or personal property (other than excepting personal property leases and installment and conditional sales agreements having a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost value per item or aggregate payments of less than $100,000100,000 and with a term of less than one (1) year); (9iv) that concerns the sale each Contract with any labor union or acquisition other employee representative of any material portion a group of the Company’s businessemployees relating to wages, hours and other conditions of employment; (10v) that concerns each partnership, joint venture or other Contract involving a partnership sharing of profits, losses, costs or joint ventureliabilities by any of the Company Entities with any other Person; (11vi) involving aggregate consideration liability each Contract containing covenants that in any way purport to restrict any of the Company Entity’s (A) business activity, (B) freedom to engage in any line of business or to compete with any Person, including any Contracts requiring such Company Entity to maintain an exclusive relationship or requiring such Company Entity to not to compete or to not to solicit in any manner, (C) ability to increase prices to a customer of the Business, or (D) operation of the Business; (vii) each Contract providing for payments to or by any Person based on sales, purchases or profits, other than direct payments for goods in the Ordinary Course of Business; (viii) each power of attorney (or similar grant of authority) of any of the Company Entities that is currently effective and outstanding; (ix) each Contract that contains or provides for an express undertaking by any of the Company Entities be responsible for consequential damages or indemnification obligations; (x) each Contract for capital expenditures in excess of $100,000 for any item or $250,000 in the aggregate; (xi) each executive employment Contract that provides for employment of senior executives or management personnel by any of the Company Entities on a full-time, part-time or other basis; (xii) each Contract for any independent contractor or consultant providing services to any of the Company Entities; (xiii) each written warranty, guaranty or other similar undertaking with respect to contractual performance executed by any of the Company Entities other than in the Ordinary Course of Business; (xiv) any Contract relating to the acquisition or disposition, directly or indirectly, of any business, Real Property or other assets, or the Equity Interests of any other Person; (xv) any Contract relating to Indebtedness, the borrowing of money, or the guaranty of another Person’s borrowing of money or other obligation, including, without limitation, all notes, mortgages, indentures and whichother obligations, guarantees of performance, letters of credit, advances, and agreements and instruments for or relating to any lending or borrowing; (xvi) any Contract under which the execution and delivery of this Agreement or any Ancillary Document may cause a default, give rise to any right of termination, cancellation or acceleration, or require any Consent; (xvii) any Contract involving the settlement, release, compromise or waiver of any material rights, claims, obligations, duties or liabilities; (xviii) any management service, consulting, financial advisory or any other similar type Contract and all Contracts with investment or commercial banks; (xix) any Contract with any Related Parties; (xx) any Contract involving any ownership, right to use, use, infringement or any claim, liability or obligation with respect to any Intellectual Property; (xxi) any other material Contract of any of the Company Entities, whether or not entered into in each casethe Ordinary Course of Business, which shall include, without limitation, any Contract that requires payment by any Company Entity(ies) in excess of $500,000 in any twelve (12) month period that cannot be cancelled by the Company without penalty or without more terminated on less than 90 ninety (90) days’ notice; (12) that concerns notice without the payment of any material hedgetermination fee, collar, option, forward purchasing, swap, derivative premium or similar agreement, understanding or undertakingpenalty; and (13xxii) any other contracteach amendment, agreement supplement and modification (whether oral or understanding material to the Company or written) in respect of any of the Company Subsidiaries foregoing. (b) Except as set forth in Schedule 6.11(b) of the Disclosure Schedules: (i) each Contract identified or their respective operations. Each Contract required to be identified in Schedule 6.11(a) of a type Previously Disclosed above to this Section 2.2(t) the Disclosure Schedules (collectively, the “Company Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and is valid and enforceable in accordance with its terms; (ii) each Company Entity is in compliance with all applicable terms and requirements of each Material Contract; (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the CompanyCompany Entities, each of the no other parties thereto, have performed party to any Company Material Contract is in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, default thereunder; (iv) no event has occurred or circumstance exists that (with or without notice or lapse of time would constitute time) may contravene, conflict with or result in a material breach Breach of, or give any Company Entity or any other party thereto the right to declare a default or permit termination, modificationexercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any Company Material Contract; and (v) no Company Entity has waived any material right under any of the Company Material Contracts or modified any material terms thereof. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any of the Company Entities under current or completed Company Material Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. No party to any Company Material Contract has exercised any acceleration, under the agreement cancellation, termination or modification rights with respect thereto, and no party thereto to any Company Material Contract or other Person has repudiated notified any provision of such contractthe Company Entities of its intention to do so.

Contracts. (a) Except as Previously Disclosedset forth in the Company Disclosure Schedule corresponding to this Section 3.13(a), neither the Company nor any Company Subsidiary is a party to any contracts or agreements: (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured bound by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) following Contracts (collectively, the “Material Contracts”), is ): (i) legal, valid any Contract that expressly and binding on materially limits the ability of the Company or any Company Subsidiary to compete in or conduct any line of business or compete with any Person or in any geographic area or during any period of time; (ii) any Contract with any labor union or labor association representing any employee of the Company or any Company Subsidiary; (iii) any Contract for the acquisition or sale of any assets or securities of any Person having a fair market value in excess of $1,000,000; (iv) any Contract relating to the incurrence of Indebtedness (other than borrowings between the Company and the Company any of its wholly-owned Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor or between any of the Company Subsidiaries, nor to the Company’s Knowledgewholly-owned Subsidiaries) involving amounts in excess of $500,000; (v) any Contract pursuant to which the Company or any Company Subsidiary has any payment obligations (whether contingent or otherwise) that could arise after the date of the Team Balance Sheet in respect of earn-outs, any other party thereto is deferred purchase price arrangements, indemnities or similar arrangements that have arisen in default under any Material Contract. No benefits under connection with investments in or acquisitions or dispositions of companies or businesses; (vi) any Material Contract will be increasedproviding for future payments that are conditioned upon, and no vesting in whole or in part, a change of control or similar event; (vii) any material joint venture or partnership agreement or similar Contract; (viii) any Contract containing any material restrictions on acquisitions of the equity of the counterparty thereto; (ix) other than any Contract involving consideration of less than $500,000, (A) any Contract granting or obtaining any right to use or practice any rights under any material Company Intellectual Property or material intellectual property of any benefits under other Person (other than licenses for off-the-shelf-standard commercially available software), (B) any material information technology service Contract and (C) any material intellectual property outsourcing Contract; (x) other than any Contracts with physicians that are not employees of the Company or any Company Subsidiary, any employment, consulting, severance or similar agreement with any employee, independent contractor or consultant of the Company or any Company Subsidiary whose current annual cash compensation is in excess of $300,000 that is not terminable by the Company or such Company Subsidiary by notice of not more than 180 days for a cost of less than $200,000; (xi) any Contract restricting the payment of dividends or other distributions; and (xii) any Contracts relating to the leasing of any real or personal property providing for annual rentals of $250,000 or more. (b) Except as would not have a Material Adverse Effect, each Material Contract will be acceleratedis a valid, by the occurrence of any binding and enforceable obligation of the transactions contemplated by Company or a Company Subsidiary, as the Transaction Documentscase may be, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiariesand, and to the Knowledge of the Company, each is in full force and effect, and none of the other parties theretoCompany or any Company Subsidiary or, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice any other party thereto is, or lapse of time would constitute a material breach or is alleged in writing to be, in violation, default or permit termination, modification, or acceleration, breach in any material respect under the agreement terms of any such Contract. The Company has made available to Purchaser prior to the date hereof true and no party thereto has repudiated any provision correct copies of such contractall Material Contracts, including all amendments and supplements thereto.

Contracts. Except as Previously Disclosed, neither disclosed in the applicable subsection of Section 3.16 of the Company nor any Disclosure Schedule (which is arranged in subsections numbered (i) to (xiv) to correspond to the subsections of this Section 3.16 of the Company Subsidiary Disclosure Schedule), the Company is not bound by or a party to any contracts or agreementsto: (1i) relating any Contractual Obligation (or group of related Contractual Obligations) for the purchase, sale, construction, repair or maintenance of inventory, raw materials, commodities, supplies, goods, products, equipment or other property, or for the furnishing or receipt of services, in each case, the performance of which will extend over a period of more than one year or which provides for (or would be reasonably expected to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured involve) annual payments to or by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) Company in excess of $100,000, except for those issued 100,000 or aggregate payments to or by the Company in the ordinary course excess of business$200,000; (2ii) that constitutes a collective bargaining any Contractual Obligation relating to the acquisition or disposition by the Company of (A) any business (whether by merger, consolidation or other arrangement with business combination, sale of securities, sale of assets or otherwise) or (B) any labor unionmaterial Asset (other than in the Ordinary Course of Business); (3iii) that is any Contractual Obligation concerning or consisting of a “material contract” within the meaning of Item 601(b)(10) of Regulation S-Kpartnership, limited liability company, joint venture or similar agreement; (4iv) that is a lease or agreement any Contractual Obligation under which the Company or has permitted any of the Company Subsidiaries is lessee of, or holds or operates, any property owned Asset to become Encumbered (other than by any other Persona Permitted Encumbrance); (5v) that is a lease or agreement any Contractual Obligation (A) under which the Company has created, incurred, assumed or guaranteed any Debt or (B) under which any other Person has guaranteed any Debt of the Company Subsidiaries is lessor ofCompany; (vi) any Contractual Obligation containing covenants that in any way purport to (A) restrict any business activity (including the solicitation, hiring or permits engagement of any Person to hold or operate, the solicitation of any property owned or controlled customer) by the Company or any of (B) limit the Company Subsidiaries; (6) limiting the ability freedom of the Company or any of the Company Subsidiaries Affiliate thereof to engage, in any material respect, engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, compete with any Person; (7vii) any Contractual Obligation under which the Company is, or may become, obligated to incur any severance pay or Compensation obligations that is a settlement, conciliation would become payable by reason of this Agreement or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000Contemplated Transactions; (8) that relates viii) any Contractual Obligation under which the Company is, or may, have any Liability to any investment bank, broker, financial advisor, finder or other similar Person (including an obligation to pay any legal, accounting, brokerage, finder’s, or similar fees or expenses) in connection with this Agreement or the Contemplated Transactions; (ix) any Contractual Obligation providing for the employment or consultancy of any Person on a full-time, part-time, consulting or other basis or otherwise providing Compensation or other benefits to any officer, director, employee or consultant (other than a Company Plan and other than any consultancy involving Compensation of less than $50,000 per year); (x) any material agency, dealer, distributor, sales representative, marketing or other similar Contractual Obligation; (xi) any outstanding general or special powers of attorney executed by or on behalf of the Company; (xii) any Contractual Obligation, other than Real Property Leases, relating to the lease or license of any material Asset, including Company Products and material Intellectual Property Rights (other than a and including all material customer license granted to and maintenance agreements) that is not included on Section 3.11(d) of the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000)Disclosure Schedule; (9xiii) any Contractual Obligation under which the Company has advanced or loaned an amount to any of its Affiliates or employees other than in the Ordinary Course of Business; and (xiv) any other Contractual Obligation between the Company, on the one hand, and any Seller (or Affiliate or Family Member thereof), on the other hand, that concerns will continue in effect after the sale or acquisition Closing. The Company has delivered to the Buyer accurate and complete copies of any material portion each written Contractual Obligation listed on Section 3.16 of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and whichCompany Disclosure Schedule, in each case, cannot be cancelled by the as amended or otherwise modified and in effect. The Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material has delivered to the Company or any Buyer written summary setting forth all of the material terms and conditions of each oral Contractual Obligation listed on Section 3.16 of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractDisclosure Schedule.

Contracts. Except as Previously Disclosed, neither (a) Section 4.11 of the Company nor Disclosure Schedule sets forth a complete list of each of the following agreements to which the Company, any Company Subsidiary or any Nonprofit Organization is a party to or by which any contracts or agreementsof them is bound: (1i) relating contract that would be required to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured be filed by the Company as a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of contract pursuant to Item 601(b)(10) of Regulation S-K; (4ii) that is contract containing covenants of the Company, any Company Subsidiary or Nonprofit Organization not to compete in any line of business, industry or geographical area or which affects the ability of an Affiliate of the Company, any Company Subsidiary or any Nonprofit Organization from competing in any line of business, industry or geographical area; (iii) contract which does, or could reasonably be construed to, create a lease partnership or joint venture or similar arrangement with respect to any material business of the Company, any Company Subsidiary or Nonprofit Organization; (iv) contract that, individually or in the aggregate, could or could reasonably be expected to prevent, materially delay or materially impede the Company’s ability to consummate the transactions contemplated by this Agreement; (v) indenture, credit agreement, loan agreement, guarantee, note or other evidence of Indebtedness or agreement under providing for Indebtedness in excess of the Material Amount; (vi) contract (other than the ANM Merger Agreement, the Sedora Merger Agreement and this Agreement) for the acquisition or sale of assets (whether by merger, consolidation, acquisition of stock or assets or otherwise) in excess of the Material Amount; (vii) collective bargaining agreement, employment agreement, offer letter, or severance or termination or transition agreement, in each case providing for annual payments of more than the Material Amount; (viii) agreement (or group of related agreements) for the lease of personal property providing for annual payments of more than the Material Amount; (ix) contract (other than purchase orders) for the purchase or sale of materials, supplies, goods, equipment, products, merchandise or other assets, or for the furnishing or receipt of services, with any of the top 20 vendors of the Company, the Company Subsidiaries and the Nonprofit Organizations, based on aggregate payments made by the Company, the Company Subsidiaries and the Nonprofit Organizations to such vendors, taken as a whole, during the fiscal year ending June 30, 2005; (x) contract that contains a put, call, right of first refusal or similar right pursuant to which the Company, any Company Subsidiary or any Nonprofit Organization could be required to purchase or sell, as applicable, any Equity Interests of any Person or assets that have a fair market value or purchase price of more than the Material Amount; (xi) settlement or conciliation agreement or similar agreement (except for benefit plans and individual employee agreements) or order or consent of a Governmental Authority to which the Company or any of the Company Subsidiaries or Nonprofit Organizations is lessee of, a party involving future performance by the Company or holds any Company Subsidiary or operates, any property owned by any other PersonNonprofit Organization which is material to the Company; (5xii) that is a lease other contract (other than the ANM Merger Agreement, the Sedora Merger Agreement, this Agreement or agreement under purchase orders in the Ordinary Course of Business) pursuant to which the Company or any Company Subsidiary or Nonprofit Organization has incurred a Liability in excess of the Company Subsidiaries is lessor of, Material Amount or permits any Person to hold or operate, any property owned or controlled by providing for payments from the Company or any Company Subsidiary or Nonprofit Organization in excess of the Company SubsidiariesMaterial Amount or the consequences of a default or termination of which could have a Material Adverse Effect; (6xiii) limiting contract by which the ability Company, any Company Subsidiary or any Nonprofit Organization licenses to or from any Person any material Intellectual Property or that otherwise concerns material Intellectual Property or that otherwise concerns material Intellectual Property; (xiv) agreement with any shareholder, former shareholder, affiliate, director or officer of the Company, any Company Subsidiary or any Nonprofit Organization, or any relative of any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingforegoing; and (13xv) any other contract, agreement Real Property Leases; and (xvi) Tax sharing agreements or understanding material similar agreements with respect to the Company or any of the Company Subsidiaries or their respective operations. Taxes. (b) Each Contract of such contract described in Section 4.11(a) is referred to herein as a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is Contract.” With respect to each Material Contract: (i) legal, valid and binding on neither the Company and nor any Company Subsidiary or Nonprofit Organization is (and, to the Company Subsidiaries which are a knowledge of the Company, no other party is) in or is alleged to be in breach of or default under such contract, Material Contract; (ii) neither the Company nor any Company Subsidiary or Nonprofit Organization has given or received any written notice or claim of default under such Material Contract; (iii) no event has occurred that, with or without notice or lapse of time or both, would result in a breach or a default under such Material Contract; (iv) such Material Contract is in full force and effect effect, and is the valid, binding and enforceable in accordance with its terms and (iii) will continue to be legalobligation of the Company, validthe Company Subsidiaries or the Nonprofit Organizations, binding, enforceableas applicable, and in full force and effect on identical terms following to the knowledge of the Company, of the other parties thereto; (v) the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is this Agreement will not result in default under any Material Contract. No benefits under any such Material Contract will be increased, failing to continue in full force and no vesting effect after the consummation of any benefits under any Material Contract will be accelerated, by the occurrence of any of the such transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the without penalty or other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and adverse consequence; (vi) no party thereto has repudiated any provision of such contractMaterial Contract; and (vii) except as set forth in Section 4.11(b) to the Company Disclosure Schedule, such Material Contract does not contain any “change of control” or similar provision that would be triggered by, or contain an assignment prohibition or similar provision that would prohibit, the transactions contemplated by this Agreement. The Company has made available to Acquiror true, correct and complete copies of each Material Contract, including all material amendments thereto.

Contracts. Except as Previously Disclosed, neither (i) Section 3.01(i) of the Company nor Letter sets forth, as of the date of this Agreement, (with specific reference to the subsection of this Section 3.01(i) to which such Contract relates) a complete and correct list of: (A) each Contract pursuant to which the Company or any of its Subsidiaries has agreed not to compete with any person in any area or to engage in any activity or business, or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment is incurred, as a result of so competing or engaging; (B) each Contract to or by which the Company Subsidiary or any of its Subsidiaries is a party or bound providing for exclusivity or any similar requirement or pursuant to which the Company or any of its Subsidiaries is restricted in any way, or which after the Effective Time could restrict Parent or any of its Subsidiaries in any way, with respect to the development, manufacture, marketing or distribution of their respective products or services or otherwise with respect to the operation of their businesses, or pursuant to which any benefit or right is required to be given or lost, or any penalty or detriment is incurred, as a result of non-compliance with any such exclusive or restrictive requirements or which requires the Company or any of its Subsidiaries to refrain from granting license or franchise rights to any contracts other person; (C) each Contract to or agreements: by which the Company or any of its Subsidiaries is a party or bound or with respect to which the Company or any of its Subsidiaries has any obligation with (1) any affiliate of the Company or any of its Subsidiaries (excluding Contracts entered into between the Company and any of its Subsidiaries), (2) any Company Personnel, (3) any union or other labor organization or (4) any affiliate of any such person (other than, in each case, (I) offer letters or employment agreements that are terminable at will by the Company or any of its Subsidiaries both without any penalty and without any obligation of the Company or any of its Subsidiaries to pay severance or other compensation or benefits (other than accrued base salary, accrued commissions, accrued bonuses, accrued vacation pay, accrued floating holidays and legally mandated benefits), (II) invention assignment and confidentiality agreements relating to the assignment of inventions to the Company or any of its Subsidiaries not involving the payment of money (other than compensation for the service of employees and non-employee directors) and (III) Benefit Plans and Benefit Agreements other than offer letters or employment agreements); (D) each Contract under which the Company or any of its Subsidiaries has incurred any indebtedness for borrowed money, letters having an aggregate principal amount in excess of credit$500,000; (E) each Contract to or by which the Company or any of its Subsidiaries is a party or bound creating or granting a Lien (including Liens upon properties or assets acquired under conditional sales, capital lease leases or other title retention or security devices), other than (1) Liens for taxes not yet due and payable, that are payable without penalty or that are being contested in good faith and for which adequate reserves have been established, (2) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ or similar Liens incurred in the ordinary course of business, consistent with past practice, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (3) Liens incurred in the ordinary course of business, consistent with past practice, in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations secured by a Lien or interest rate or currency hedging agreements and (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising 4) Liens incurred in the ordinary course of business consistent with past practicepractice that are not reasonably likely to adversely interfere in a material way with the use of the properties or assets encumbered thereby (collectively, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business“Permitted Liens”); (2F) that constitutes a collective bargaining each Contract to or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under by which the Company or any of its Subsidiaries is a party or bound (other than Benefit Plans and Benefit Agreements) containing any provisions (1) contemplating or relating in any way to a “change in control” or similar event with respect to the Company Subsidiaries is lessee or one or more of its Subsidiaries, including provisions requiring consent or approval of, or holds or operatesnotice to, any property owned Governmental Entity or other person in the event of a change in control of the Company or one or more of its Subsidiaries, or otherwise having the effect of providing that the consummation of the Merger or any of the other transactions contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement will materially conflict with, result in a material violation or material breach of, or constitute a default (with or without notice or lapse of time or both) under, such Contract, or give rise under such Contract to any right of, or result in, a termination, right of first refusal, material amendment, revocation, cancelation or material acceleration of any obligation, or a loss of a material benefit or the creation of any material Lien upon any of the properties or assets of the Company, Parent or any of their respective Subsidiaries, or to any increased, guaranteed, accelerated or additional material rights or material entitlements of any person or (2) having the effect of providing that the consummation of the Merger or any of the other Persontransactions contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement will require that a third party be provided with access to source code or that any source code be released from escrow and provided to any third party; (5G) that is a lease each Contract to or agreement under by which the Company or any of its Subsidiaries is a party or bound providing for payments of royalties or other license fees to third parties in excess of $50,000 annually that is not terminable without penalty on 90 days’ or less notice; (H) each Contract to or by which the Company or any of its Subsidiaries is lessor ofa party or bound granting a third party any license to Intellectual Property that is not limited to the internal use of such third party; (I) each Contract pursuant to which the Company or any of its Subsidiaries has been granted any license to Intellectual Property, other than software licenses for generally commercially available off-the-shelf software (such as Symphony, Microsoft Word or permits Excel, WordPerfect or other word processing, spreadsheet, desktop operating system or e-mail software) readily substitutable in the operation of the business of the Company and its Subsidiaries; (J) each Contract to or by which the Company or any Person of its Subsidiaries is a party or bound granting the other party to hold such Contract or operatea third party “most favored nation” pricing or terms that (1) applies to the Company or any of its Subsidiaries or (2) following the Effective Time, would apply to Parent or any property owned of its Subsidiaries other than the Surviving Corporation or controlled its Subsidiaries; (K) each Contract pursuant to which the Company or any of its Subsidiaries has agreed or is required to provide any third party with access to source code, to provide for source code to be put in escrow or to grant a contingent license to source code; (L) each Contract containing any “non-solicitation”, “no-hire” or similar provision that restricts the Company or any of its Subsidiaries in any material respect; (M) each Contract to or by which the Company or any of its Subsidiaries is a party or bound for any joint venture (whether in partnership, limited liability company or other organizational form) or alliance or similar arrangement; (N) each Contract to or by which the Company or any of its Subsidiaries is a party or bound for any development, marketing, resale, distribution or similar arrangement relating to any product or service; (O) each Contract to or by which the Company or any of its Subsidiaries is a party or bound with any Governmental Entity; (P) each material Contract to or by which the Company or any of its Subsidiaries is a party or bound entered into in the last five years in connection with the settlement or other resolution of any suit, claim, action, investigation or proceeding that has any material continuing obligations, liabilities or restrictions; (Q) each Contract to or by which the Company or any of its Subsidiaries is a party or bound providing for future performance by the Company or any of the Company Subsidiariesits Subsidiaries in consideration of amounts previously paid; (6R) limiting [RESERVED]; (S) each Contract (other than the ability of Company’s standard form service level agreements) to or by which the Company or any of the Company its Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation party or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights bound providing for liquidated damages (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000in an immaterial amount); (9T) that concerns the sale each material Contract to or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to which the Company or any of its Subsidiaries is a party or bound for professional services engagements for a fixed fee that guarantees a specific result; (U) each Contract between the Company or any of its Subsidiaries or their respective operations. Each Contract and any of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on 100 largest customers of the Company and the Company its Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated determined on the basis of revenues received by the Company or any of its Subsidiaries in the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiariesfour consecutive fiscal quarter period ended March 31, 2015 (each such customer, a “Major Customer”, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material such Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract.“Major Customer Contract”));

Contracts. Except as Previously Disclosedotherwise disclosed in Schedules 3.13 (Real Property), neither 3.14(Intellectual Property), 3.20 (Insurance), 3.23 (Employment) and 3.27 (Customers and Suppliers) of the Company nor Disclosure Letter, Schedule 3.17 of the Disclosure Letter lists each Contract to which any Company Subsidiary Acquired Entity is a party to any contracts or agreementswhich: (1a) relating is for the lease of personal property to indebtedness or from any Person providing for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) payments in excess of $100,000, except for those issued in the ordinary course of business£100,000 per annum; (2b) that constitutes a collective bargaining is for the purchase or sale of raw materials, commodities, supplies, products, or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee ofpersonal property, or holds for the furnishing or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any receipt of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreementservices, the performance of which will extend over a period of more than one year, that is known to result in a loss to Acquired Entity on completion of such Acquired Entities’ obligations, or involve payment after the Closing Date of consideration in excess of $£100,000; (8) that relates c) concerns an investment or interest in a limited liability company, partnership, joint venture, or similar arrangement; (d) any Contract under which it has created, incurred, assumed, or guaranteed any Liability for borrowed money or any capitalized lease in excess of £100,000, or under which it has imposed or suffered to Intellectual Property Rights exist an Encumbrance on any of its assets; (e) any Contract concerning non-competition; (f) any Seller or any of their Affiliates (other than the Acquired Entities) is also a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000)party; (9g) that concerns the sale or acquisition of any material portion of the Company’s businessis a collective bargaining Contract; (10h) advances or loans or guarantees any loan in any amount to any of its directors or officers or any Seller or, outside the Ordinary Course of Business, to its employees that concerns a partnership or joint ventureare not Sellers; (11i) involving aggregate consideration liability any Contract for the employment of any individual on a full-time, part-time, consulting, independent contractor or other basis providing annual compensation in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty £50,000 or without more than 90 days’ noticeproviding severance benefits; (12j) that concerns the performance of which involves consideration payable by any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingAcquired Entity in excess of £100,000; and (13k) any other contract, agreement or understanding material is outside the Ordinary Course of Business. Management Sellers have delivered to the Company or any Buyer a correct and complete copy of each written Contract (as amended to date) required to be listed in Schedule 3.17 of the Company Subsidiaries or their respective operationsDisclosure Letter and a written summary setting forth the terms and conditions of each oral Contract required to be referred to in Schedule 3.17 of the Disclosure Letter. Each With respect to each such Contract: (A) the Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and legally binding on the Company and the Company Subsidiaries which are a party parties to such contract, (ii) is it in full force and effect and enforceable in accordance with its terms and respective terms; (iiiB) to the Management Sellers’ Knowledge, the Contract will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor Transactions; (C) to the Company’s Management Sellers’ Knowledge, any other no party thereto is in default under any Material Contract. No benefits under any Material Contract will be increasedmaterial breach, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that which, with notice or lapse of time time, would constitute a material breach or default or permit termination, modification, or accelerationbreach, under the agreement and Contract; (D) no party thereto to the Contract has repudiated repudiated, or advised the Acquired Entities or the Management Sellers in writing that it intends to repudiate, any provision of such contractthe Contract; and (E) no party to the Contract has notified the Acquired Entities or any of the Management Sellers in writing that they intend to terminate the Contract or that they do not intend to renew the Contract when it comes to the end of its current term.

Contracts. Except (a) Asset Disclosure Schedule 4.14(a) contains a true and complete listing of the following contracts and other agreements with respect to the ownership and operation of the Assets (each such contract or agreement being referred to herein as Previously Disclosed, neither the Company nor any Company Subsidiary is a party to any contracts or agreements:“Material Contract”): (1i) Any natural gas gathering or transportation agreement; (ii) Any agreement (or group of related agreements with the same Person) for the lease of personal property to or from any Person providing for lease payments in excess of $250,000 per annum; (iii) Any agreement (or group of related agreements with the same Person) for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of services, the performance of which is reasonably expected to involve annual consideration in excess of $250,000; (iv) Any agreement concerning a partnership, joint venture, investment or other arrangement (A) involving a sharing of profits or losses relating to all or any portion of the Assets, or (B) requiring EQT Gathering to invest funds in or make loans to, or purchase any securities of, another Person, venture or other business enterprise relating to the Assets; (v) Any agreement (or group of related agreements with the same Person) with respect to the creation, incurrence, assumption, or guaranteeing of any indebtedness for borrowed money, letters of credit, capital or any capitalized lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of businessobligation; (2vi) Any agreement that constitutes a collective bargaining prohibits or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting otherwise materially limits the ability of the Company or any an owner of the Company Subsidiaries Assets to engage, compete in any material respect, respect in any line of business or to compete, whether by restricting territories, customers or otherwise, with any Person or in any other material respect, with geographic area during any Personperiod of time after the Closing of the Asset Contribution; (7vii) Any agreement with EQT Gathering or any Affiliate (other than EQM and its Subsidiaries) to the extent applicable to the Assets and which individually involves annual revenues or payments in excess of $250,000; (viii) Any collective bargaining agreement; (ix) Any lease under which EQT Gathering is the lessor or lessee of real property that is provides for an annual base rental to or from EQT Gathering of more than $250,000; (x) Any easement agreement, right-of-way agreement, license or permit involving an annual payment of more than $250,000; (xi) Any agreement that governs the use or development of Intellectual Property Assets (other than off-the-shelf software license agreements); (xii) Any agreement under which the consequences of a settlement, conciliation default or similar agreementtermination would reasonably be expected to have a Gathering System Material Adverse Effect; or (xiii) Any other agreement (or group of related agreements with the same Person) not enumerated in this Section 4.14, the performance of which will involve payment after the Closing Date of by any party thereto involves consideration in excess of $100,000;250,000. (8) that relates b) EQT Gathering has made available to Intellectual Property Rights (other than EQM and/or EQM Gathering Opco a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost correct and complete copy of less than $100,000);each Material Contract. (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) Each Material Contract, and each of the other Transferred Contracts, is legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiariesagainst EQT Gathering, and to the Knowledge of the CompanyEQT Gathering, each of against the other parties thereto, have performed and is in all material respects all material obligations required to be performed by them under each Material Contractfull force and effect; (ii) EQT Gathering is not in breach or default, and to the Knowledge of the Company, no event has occurred that which with notice or lapse of time would constitute a material breach or default by EQT Gathering or permit termination, modificationmodification or acceleration under any Material Contract or under any of the other Transferred Contracts; (iii) to the Knowledge of EQT Gathering, no other party to any Transferred Contract is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default by such other party, or accelerationpermit termination, modification or acceleration under the agreement and no any Transferred Contract other than in accordance with its terms, nor has any other party thereto has repudiated any provision of such contractany Transferred Contract; and (iv) except as set forth on Asset Disclosure Schedule 4.14(c), following the consummation of the transactions contemplated by this Agreement, each Material Contract and each of the other Transferred Contracts will continue to be legal, valid and binding and in full force and effect on identical terms. (d) EQT Gathering has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Material Contract that continues to be unresolved.

Contracts. Except as Previously Disclosed(a) For purposes of this Agreement, neither a “Company Material Contract” is any Company Agreement, whether or not set forth in Section 3.13 of the Company nor Disclosure Schedule, which, as of the date hereof, (i) is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) that involves aggregate revenues or expenditures in excess of $1,000,000 per year; (iii) that involves revenues or expenditures in excess of $500,000 per year and was not entered into in the ordinary course of business; (iv) that contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company or any Company Subsidiary, or which restricts the conduct of any line of business by the Company or any Company Subsidiary, or any geographic area in which the Company or any Company Subsidiary may conduct business, in each case in any material respect; (v) that is a party Clinical Contract that involves aggregate expenditures in excess of $1,000,000 per year; (vi) with any vendor that provides billing and reimbursement services valued in excess of $500,000 during any year; (vii) is with any payor from which the Company, any Company Subsidiary or any Hospice has received payments in 2009 in excess of $500,000; (viii) is with any supplier to which the Company, any contracts Company Subsidiary or agreements: any Hospice has made payments in 2009 in excess of $1,000,000; (1ix) which would prohibit or materially delay the consummation of the Merger or any of the other Transactions; (x) is with any current or former Key Personnel; (xi) is with any labor union or association representing any employee of the Company or any of the Company Subsidiaries and any collective bargaining agreement (of which there are none), (xii) that is a partnership or joint-venture agreement; (xiii) relating to indebtedness for borrowed moneythe borrowing of money (including any guarantee thereto) or that is a mortgage, letters of creditsecurity agreement, capital lease obligationsor similar agreements, obligations secured by in each case in excess of $500,000 or that creates a Lien on any material asset of the Company or interest rate any of the Company Subsidiaries; (xiv) for the license or currency hedging agreements sublicense (including guarantees in respect whether as a licensor or a licensee) of any Intellectual Property or other intangible asset (excluding commercial off-the-shelf or shrink wrap software than has not been modified or customized), that provides for payment or receipt of $500,000 or more per year; (xv) relating to the sale of any of the foregoingmaterial assets or properties of the Company or any of the Company Subsidiaries other than in the ordinary course of business or for the grant to any Person of any options, but in rights of first refusal, or preferential or similar rights to purchase any event excluding trade payablesof such assets or properties; (xvi) relating to the acquisition by the Company or any of the Company Subsidiaries of any operating business or the capital stock of any other Person; (xvii) requiring the payment to any Person of a material commission or fee, securities transactions and brokerage agreements arising except in the ordinary course of business consistent with past practice; (xviii) that, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course case of business; a Company Benefit Plan, any of the benefits of which would be increased, or the vesting of the benefits of which would be accelerated, by the occurrence of any of the Transactions, or the value of any benefits which would be calculated on the basis of any of the Transactions; or (2) that constitutes a collective bargaining or other arrangement with any labor union; (3xix) that is a “material contract” within the meaning an insurance policy providing for indemnification of Item 601(b)(10) any officer or director of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee ofSubsidiaries, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which than the Company Governing Documents; provided, however, that the foregoing definition of Company Material Contract shall not include any leases, subleases and other occupancy or any of use agreements concerning the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any real property owned or controlled leased by the Company or any of the Company Subsidiaries; (6) limiting , including the ability of the Material Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) Leases (collectively, the “Material ContractsCompany Leases”). (b) As of the date hereof, there is no Company Agreement (i) legal, valid and binding on other than the Company and the Company Subsidiaries which are a party to such contractLeases), (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor benefits to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract of which will be increased, and no or the vesting of the benefits to any benefits under any Material Contract party of which will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will Transactions or the value of any of the benefits under to any Material Contract party of which will be calculated on the basis of any of the transactions contemplated by Transactions (except as disclosed pursuant to Section 3.11). As of the Transaction Documents. The date hereof, each Company Material Contract is valid and binding on the Company and each Company Subsidiary party thereto and, to the Company’s knowledge, as of the date hereof, each other party thereto, as applicable, and in full force and effect, and the Company Subsidiariesand each Company Subsidiary has performed in all respects all obligations required to be performed by it under each Company Material Contract, and except any failure of performance that would not have or be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect and, to the Knowledge Company’s knowledge, as of the Companydate hereof, each of the other parties thereto, have party to each Company Material Contract has performed in all material respects all material obligations required to be performed by them it under each such Company Material Contract, and except as would not have or be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. As of the date hereof, none of the Company or any Company Subsidiary knows of, or has received notice of, any violation or default under (or any condition which with the passage of time or the giving of notice would cause such a violation of or default under) any Company Material Contract except for violations or defaults that would not have or be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. The Company has delivered to Parent or provided or made available to Parent for review, prior to the Knowledge execution of this Agreement, true and complete copies of all of the Company Material Contracts required to be disclosed in Section 3.13 of the Company Disclosure Schedule, which are not filed as exhibits to the Company SEC Documents, and the Company Material Contracts required to be disclosed in Section 3.13 of the Company Disclosure Schedule filed as exhibits to the Company SEC Documents are true and complete copies of such contracts. (c) As of the date hereof, none of the Company, no event any Company Subsidiary or any Hospice has occurred received any written notice from any Person supplying products, materials or drugs to the Company, any Company Subsidiary or any Hospice that with notice such Person intends to (i) cease selling such products, materials or lapse of time would constitute a material breach drugs to the Company, any Company Subsidiary or default any Hospice, (ii) limit or permit terminationreduce such sales to the Company, modificationany Company Subsidiary or any Hospice, or acceleration(iii) increase the prices at which such sales are made to the Company, under any Company Subsidiary or any Hospice, except for any such cessation, limitation, reduction or increase that would not have or be reasonably likely to have, individually or in the agreement and no aggregate, a Company Material Adverse Effect. As of the date hereof, none of the Company, any Company Subsidiary or any Hospice has received any written notice from any third-party thereto has repudiated payor that it intends to terminate, limit or reduce its business relations with the Company, any provision Company Subsidiary or any Hospice in the event of such contracta sale of the Company or otherwise except as would not have or be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

Contracts. (a) Except for (i) those Contracts listed in Section 2.22(a) of the Company Disclosure Schedule, indicating for each Contract the applicable sub-section of this Section 2.22(a), or (ii) filed as Previously Disclosedexhibits to the Company SEC Documents (such Contracts, together with the Contracts listed in Section 2.10(c), Section 2.13(b) and Section 2.21 of the Company Disclosure Schedule, being collectively referred to herein as the “Material Contracts”) neither the Company nor any Company Subsidiary of its subsidiaries is a party to any contracts or agreementsbound by: (1i) relating to indebtedness for borrowed moneyany distributor, letters of creditsales, capital lease obligationsagency or manufacturer’s representative, obligations secured by a Lien consulting or interest rate or currency hedging agreements (including guarantees technology sharing arrangements involving in respect the case of any such Contract or arrangement payments of more than (or that could reasonably be expected to be more than) $100,000 over any twelve (12) consecutive month period; (ii) any continuing Contract with vendors for the purchase of materials, supplies, equipment or services involving in the case of any such Contract payments of more than $100,000 over any twelve (12) consecutive month period; (iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money or indebtedness, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the foregoingtype required to be capitalized in accordance with GAAP; (iv) any Contract for capital expenditures in excess of $100,000 in the aggregate; (v) any Contract limiting, but or purporting to limit, in any event excluding trade payablesmaterial respect, securities transactions and brokerage agreements arising the freedom of the Company or its subsidiaries or affiliates at any time to engage in any line of business, to acquire any product or asset from any other Person outside the ordinary course of business, to sell any product or asset to, or to perform any service for, any Person outside the ordinary course of business, or to compete with any other Person, including any Contract providing for exclusivity or any similar requirement, granting to the other party “most favored nation” terms, or which could limit in any material respect the freedom of the Surviving Corporation to continue the development, manufacture, marketing or distribution of the Company’s products and services or operation of the Company’s business consistent after the Effective Time in substantially the same manner as the Company as of the Execution Date; (vi) any confidentiality, secrecy or non-disclosure Contract that, individually, materially affects or could be reasonably anticipated to materially affect the business or operations of the Company or its subsidiaries; (vii) any Contract pursuant to which the Company or any of its subsidiaries is a lessor of real property or any machinery, equipment, motor vehicles, office furniture, fixtures or other tangible personal property involving in the case of any such tangible personal property contact more than $100,000 over the life of the Contract; (viii) any Contract with past practiceany Person with whom the Company does not deal at arm’s length, intercompany indebtedness and immaterial leases including any affiliate of the Company or any of its subsidiaries; (ix) any Contract that provides for telephonesthe indemnification of any officer, copy machinesdirector, facsimile machines and other office equipment) in excess employee or agent outside of $100,000, except for those issued in the ordinary course of business; (2x) that constitutes a collective bargaining any agreement of guarantee, support, indemnification, assumption or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee endorsement of, or holds any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or operates, any property owned by otherwise) or indebtedness of any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13xi) any other contract, agreement Contract pursuant to which any bank or understanding material financial institution provides or supplies vault cash to the Company or any of its subsidiaries; (xii) any Contract with an armored car carrier; (xiii) any joint venture, partnership or joint research and development Contract; (xiv) any Contract the terms of which materially change upon the occurrence of the Merger or a change of control or any Contract that impairs or reduces the Company’s rights, accelerates or increases the Company’s obligations, or gives any party thereto other than the Company Subsidiaries the right to terminate the Contract upon the occurrence of the Merger or their respective operations. Each a change of control, which change, impairment, reduction, acceleration, increase or termination would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect; or (xv) any other Contract that is a material Contract to the Company or its subsidiaries. (b) Neither the Company nor its subsidiaries is a party to any Contract with a customer of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is Company that: (i) legal, valid and binding on incorporates by reference all or any portion of such customer’s request for proposal (i.e. “RFP”) or the Company and the Company Subsidiaries which are a party Company’s response to such contractRFP, or (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated terminable by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor customer upon providing thirty (30) days or less prior notice to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract.

Contracts. Except as Previously Disclosed, neither the Company nor any Company Subsidiary is a party to any contracts or agreements: (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any Part 3.10 of the foregoingDisclosure Schedule sets forth a complete and correct list of each of the following contracts, but in any event excluding trade payablesagreements, securities transactions leases, licenses and brokerage agreements arising in obligations related to the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under Business to which the Company or any of the Company Subsidiaries Shareholders is lessee ofa party or bound (the “Contracts”). The Contracts are valid, binding and enforceable in accordance with their respective terms, and are in full force and effect. There are no existing material defaults thereunder and no event of default has occurred which (whether with or holds without notice, lapse of time or operates, any property owned by any other Person;both) would constitute a material default thereunder: (5a) Contracts concerning confidentiality (other than typical confidentiality provisions contained in Contracts entered into in the ordinary course of business) or that is a lease purport to limit, curtail or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting restrict the ability of the Company or any of the Company Subsidiaries its future subsidiaries or Affiliates to engage, conduct business in any material respect, in any geographic area or line of business or to compete, whether by restricting territories, customers restrict the Persons with whom the Company or otherwise, any of its future subsidiaries or in any other material respect, with any PersonAffiliates may do business; (7b) that is a settlementContracts with any employee, conciliation consultant or similar agreementother independent contractor (including contracts with or “leases” from any truck owner-operator), and any offer letters for employment with the performance Company outstanding, including but not limited to any Contracts providing for any commission based compensation, profit sharing, severance payments or benefits, relocation payments or benefits, bonuses, change in control payments or benefits, and the details of which will involve payment after the Closing Date of consideration in excess of $100,000any such compensation agreement or arrangement; (8) that relates to Intellectual Property Rights c) Contracts with any labor union or other representative of employees (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000including any collective bargaining agreement); (9d) that concerns Contracts with any employee leasing or temporary staffing agencies for the sale or acquisition engagement of any material portion leased employees or independent contractors; (e) Contracts with any present or former officer, director or stockholder of the Company’s business; (10) that concerns a partnership , or joint venture; (11) involving aggregate consideration liability in excess any Affiliate of $100,000 and whichsuch officer, director or stockholder, including any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, director, stockholder or Affiliate, in each case, cannot be cancelled by other than (A) advances or reimbursements for travel and entertainment expenses, (B) employee confidentiality and non-disclosure agreements on the Company’s standard form, and (C) employee benefits generally available to employees. (f) Contracts under which the Company without penalty has advanced or without more than 90 days’ noticeloaned any amount to any of its employees or Affiliates of the Company and which has not been repaid in full prior to the date of this Purchase Agreement; (12g) that concerns Contracts granting any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material power of attorney with respect to the affairs of the Company or any of otherwise conferring agency or other power or authority to bind the Company Subsidiaries Company; (h) partnership or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is joint venture agreements; (i) legalContracts for the acquisition, valid and binding on the Company and the Company Subsidiaries which are a party to such contractsale or lease of material properties or material assets (by merger, purchase or sale of stock or assets or otherwise); (iij) is in full force and effect and enforceable in accordance Contracts with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract.Governmental Body;

Contracts. (a) Except as Previously Discloseddisclosed in SCHEDULE 4.20, neither the Company nor any Company Subsidiary its Subsidiaries is a party or subject to any of the following written or oral contracts and agreements: (i) any union or collective bargaining agreements and any employment contracts; (ii) any contracts with agents, consultants, advisors, salespersons, sales representatives, distributors or dealers; (iii) any contracts or agreements: commitments for capital expenditures or the acquisition of fixed assets providing for payments of $10,000 in the aggregate; (1iv) any contracts relating to the rental or use of equipment, other personal property or fixtures involving payment of fixed or contingent annual rentals or sums in excess of $10,000; (v) any contracts relating in any way to indebtedness for borrowed moneymoney or evidenced by a bond, letters debenture, note or other evidence of indebtedness (whether secured or unsecured) including but not limited to, indebtedness by way of lease or installment purchase arrangement, guarantee, undertaking on which others rely in extending credit, capital lease obligationsor otherwise, obligations secured by a Lien and any conditional sales contracts, chattel and purchase money mortgages and other security arrangements with respect to any equipment, other personal property or interest rate fixtures; (vi) any contracts limiting the freedom of the Company or currency hedging its Subsidiaries to engage in or to compete in any line of business or with any person or in any area or to use or disclose any information in its possession; (vii) any license or franchise agreements, either as licensor or licensee or as franchisee or franchisor; (viii) any contracts or commitments not made in the ordinary course of business; (ix) any joint venture or partnership contracts; (x) any contracts or agreements (including guarantees in respect for the purchase of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising materials or supplies or services in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipmentinvolving more than $10,000 in consideration in each such case; (xi) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining any contracts or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement agreements under which either the Company or its Subsidiaries has agreed to indemnify any of the Company Subsidiaries is lessee ofperson or entity with respect to, or holds or operatesto share, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition liability of any material portion of the Company’s business; person or entity; and (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13xii) any other contract, agreement contract or understanding commitment which is material to the Company or any of the Company its Subsidiaries or their respective operationsthat, if terminated, could reasonably be expected to have, with the passage of time or otherwise, a Material Adverse Effect. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid The contracts and binding on the Company and the Company Subsidiaries agreements which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under identified in SCHEDULE 4.20 are each Material Contract, hereinafter referred to individually as a "CONTRACT" and to collectively as the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract"CONTRACTS."

Contracts. (a) Except as Previously Disclosedfiled as an exhibit to a Company SEC Document prior to the date of this Agreement, and except for the Company Benefit Plans, neither the Company nor any Company Subsidiary is a party to or bound by, nor are any contracts of their respective assets, businesses or agreementsoperations party to, or bound or affected by, or receive benefits under: (1i) any agreement relating to indebtedness for borrowed money(other than agreements among direct or indirect wholly-owned Company Subsidiaries) in excess of $5 million; (ii) any joint venture, letters partnership, limited liability company or other similar agreements or arrangements relating to the formation, creation, operation, management or control of creditany partnership, capital lease obligationsstrategic alliance or joint venture; (iii) any agreement or series of related agreements, obligations secured including any option agreement, relating to the acquisition or disposition of any material business or material real property (whether by a Lien merger, sale of stock, sale of assets or interest rate or currency hedging agreements otherwise); (iv) any agreement (including guarantees any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which the Company or any Company Subsidiary (or, after the Effective Time, the Surviving Corporation or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business including any covenant not to compete or could require the disposition of any material assets or line of business of the foregoing, but Company or any Company Subsidiary; (v) any agreement providing for the production by the Company or any Company Subsidiary of any product on an exclusive or requirements basis or the purchase by the Company or any Company Subsidiary of any product on an exclusive or output basis; (vi) any other agreement or amendment thereto that would be required to be filed as an exhibit to any Company SEC Document (as described in Items 601(b)(4) and 601(b)(10) of Regulation S—K under the Securities Act) that has not been filed as an exhibit to or incorporated by reference in the Company SEC Documents filed prior to the date of this Agreement; (vii) any event excluding trade payables, securities transactions and brokerage agreements arising agreement that involves expenditures or receipts of the Company or any Company Subsidiary in excess of $5 million per year not entered into in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2viii) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under by which the Company or any Company Subsidiary licenses or otherwise obtains the right to use material Intellectual Property rights of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; Person (5other than licenses for readily available commercial software) that is a lease or agreement under by which the Company or any Company Subsidiary is restricted in its right to use or register, or licenses or otherwise permits any other Person to use, enforce, or register any material Company Owned Intellectual Property; or (ix) any agreement the termination or breach of which or the failure to obtain consent in respect of would reasonably be expected to result in a Material Adverse Effect on the Company. (b) The agreements, commitments, arrangements and plans, whether written or oral, listed or required to be listed in Section 3.18(a) of the Company Subsidiaries Disclosure Letter are referred to herein as the “Company Contracts.” Each Company Contract is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability a valid and binding agreement of the Company or any of a Company Subsidiary, as the Company Subsidiaries to engagecase may be, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceableeffect, and in full force and effect on identical terms following the consummation none of the transactions contemplated by Company, any Company Subsidiary or, to the Transaction Documents. Neither the Company nor any knowledge of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default or breach in any material respect under the terms of any Material such Company Contract. No benefits under any Material Contract will be increased, ; and no vesting event has occurred, which, after the giving of any benefits under any Material Contract will be acceleratednotice, with lapse of time, or otherwise, would constitute a material default by the occurrence of Company or any of the transactions contemplated by the Transaction DocumentsCompany Subsidiary or, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge knowledge of the Company, any other party under such Company Contract. True, correct and complete copies of each of the other parties thereto, such Company Contract (including all modifications and amendments thereto and waivers thereunder) have performed in all material respects all material obligations required been made available to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractParent.

Contracts. Except as Previously Disclosed, neither (a) Section 3.8(a) of the Company nor Disclosure Schedule sets forth a list of each of the following contracts that are in force and effect as of the date of this Agreement to which the Company or any Company Subsidiary of its Subsidiaries is a party to any contracts or agreementsparty: (1i) relating each contract that would be required to be filed as an exhibit to a Registration Statement on Form S-1 under the Securities Act or an Annual Report on Form 10-K under the Exchange Act (if such registration statement or report was filed by the Company with the SEC on the date of this Agreement); (ii) each contract that restricts in any material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area or line of business or to make use of any material IP Rights, develop market or distribute material products or services or compete with any Person; (iii) each contract granting any exclusive rights or otherwise limiting the right of the Company or any of its Subsidiaries to sell, distribute or manufacture any material products or services or to purchase or otherwise obtain any material Software, components, parts, subassemblies or services; (iv) each indemnification, employment, severance or change of control contract with any director or officer of the Company or its Subsidiaries or with any employee or consultant of the Company or its Subsidiaries providing for an annual base salary or annual consulting fee to such employee or consultant of $300,000 or more in fiscal year 2007 (other than offer letters with employees providing for at-will employment); (v) each collective bargaining agreement, memorandum of understanding, settlement or other labor agreement with any union or labor organization applicable to the Company or its Subsidiaries; (vi) each loan or credit agreement, mortgage, note or other contract evidencing indebtedness for money borrowed by the Company or any of its Subsidiaries from a third party lender and each contract pursuant to which any such indebtedness for borrowed money, letters money is guaranteed by the Company or any of credit, capital lease obligations, obligations secured by a Lien its Subsidiaries; (vii) each customer or interest rate supply contract (excluding purchase orders given or currency hedging agreements received in the ordinary course of business) under which the Company or any Subsidiary of the Company paid to or received from such customer or supplier in excess of $2,000,000 in fiscal year 2006; (including guarantees in respect of viii) each material contract to license to any third party to manufacture or reproduce any of the foregoingproducts, but services or technology of the Company or any of its Subsidiaries or any material contract to sell or distribute any of the products, services or technology of the Company or any of its Subsidiaries; (ix) each operating system software license or other contract with the top two providers (as measured by fees paid under such contracts) in fiscal 2006 pursuant to which the Company licenses operating system software for use in its end-user products; (x) each contract with the top two providers (as measured by fees paid under such contracts) in fiscal 2006 pursuant to which the Company purchases microprocessors; (xi) each contract with the top five third-party manufacturers (as measured by fees paid under such contracts) in fiscal 2006 pursuant to which such Company products (or subassemblies thereof) are manufactured; (xii) each material contract containing any support, service or maintenance obligation on the part of the Company or any of its Subsidiaries outside of the ordinary course of business consistent with past practice; (xiii) each Real Property Lease; (xiv) each lease or rental contract involving personal property (and not relating primarily to real property) pursuant to which the Company or any of its Subsidiaries is required to make rental payments in excess of $250,000 per year; (xv) each contract relating to a joint venture, partnership or other strategic arrangement involving a sharing of material costs, profits or losses with another Person; (xvi) each contract which would reasonably be expected to prohibit or delay the consummation of any material transaction contemplated in this Agreement; (xvii) each material agreement that includes the grant to the Company or any of its Subsidiaries of a license or cross-license to material IP Rights owned by a third party and that is not a standard license agreement for a commercially available product; (xviii) any material agreement pursuant to which the Company or any of its Subsidiaries have continuing obligations to jointly develop any material item of IP Right; (xix) each material contract to provide source code to any third party for any material product or technology of the Company or its Subsidiaries; (xx) each material contract for indemnification or any guaranty by the Company or any of its Subsidiaries other than any agreement of indemnification entered into in connection with the sale or license of the Company’s or any of its Subsidiaries’ products in the ordinary course of business; (xxi) each contract relating to the disposition or acquisition by the Company or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business, or pursuant to which the Company or any of its Subsidiaries has any material ownership interest or a right to any ownership interest, in any event excluding trade payablesother Person or other business enterprise other than the Company’s Subsidiaries; (xxii) each material contract which grant or benefit a right of first refusal or first offer or similar rights; (xxiii) each agreement, securities transactions and brokerage agreements arising contract or commitment pursuant to which the Company or any of its Subsidiaries is obligated to pay in the future in excess of $1,000,000 in any one-year period which is not terminable by the Company or its Subsidiaries without penalty in excess of $100,000 upon notice of 30 days or less, other than any agreement, contract or commitment to purchase inventory in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2xxiv) that constitutes a collective bargaining each material “single source” supply contract pursuant to which goods or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which materials are supplied to the Company or any Subsidiary of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Personfrom an exclusive source; (5xxv) each material contract which following the Offer or the Merger that is would by its terms contain a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, material restriction on sales in any material respect, in any line of business jurisdiction or to compete, whether which by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard its terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of would impose any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and whichfinancial obligation, in each case, cannot be cancelled by on the Parent or its Affiliates (other than the Company without penalty or without more than 90 days’ noticeand its Subsidiaries); (12xxvi) that concerns any each material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingexecutory settlement agreement entered into within three years prior to the date of this Agreement; and (13xxvii) any other contract, agreement or understanding group of contracts with a Person (or group of affiliated Persons), not described in clauses (i) through (xxvi) above the termination or breach of which would be reasonably expected to have a material to adverse effect on any material product or service offerings of the Company or any its Subsidiaries or otherwise have a Company Material Adverse Effect. (b) Each contract listed in Section 3.8(a) of the Company Subsidiaries or their respective operationsDisclosure Schedule is referred to as a “Material Contract”. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), Contracts is (i) legal, valid and binding on the Company and or the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any Subsidiary of the Company Subsidiaries, nor to the Company’s Knowledge, any other that is a party thereto is in default under any Material Contract. No benefits under any Material Contract will be increasedand, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each other party thereto, and is in full force and effect. (c) There is no existing breach or default on the part of the other parties theretoCompany or any of its Subsidiaries under any Material Contract except for breaches and defaults that do not constitute a Company Material Adverse Effect and, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, there is no existing breach or default on the part of any other Person under any Material Contract except for breaches and defaults that do not constitute a Company Material Adverse Effect. No event has occurred that that, with notice or lapse of time time, would constitute a material breach or default by the Company or any of its Subsidiaries, or permit termination, modification, material modification or acceleration, under the agreement any Material Contract, except for breaches and no party thereto defaults that do not constitute a Company Material Adverse Effect. (d) The Company has repudiated any provision made available to Parent correct and complete copies of such contracteach Material Contract, together with all amendments and supplements thereto.

Contracts. Except as Previously DisclosedAs of the date hereof, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or is bound by any contracts or agreementsContract: (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2a) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is would be required to be filed by the Company as a “material contract” within the meaning of pursuant to Item 601(b)(10) of Regulation S-KK under the Securities Act; (4b) any Contract that is a lease imposes any material restriction on the right or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of its Subsidiaries to compete with any other Person or in any geographic area, or any other provision that by its express terms materially restricts the conduct of any line of business or activities in connection with any product line by the Company Subsidiaries or any of its Affiliates (or that following the Closing will materially restrict the ability of Parent or any of its Affiliates to engage, in any material respect, engage in any line of business or to compete, whether by restricting territories, customers or otherwise, activities in connection with any product line or in any other material respect, geographic area or compete with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9c) any Contract that concerns (i) obligates the sale Company or acquisition any of its Subsidiaries (or following the Closing, Parent or any of its Affiliates) to conduct its or their respective businesses with any other Person on a preferential or exclusive basis, (ii) contains “most favored nation” or similar covenants or preferential treatment in favor of any material portion other Person or (iii) is a requirements or “take or pay” Contract or otherwise requires the Company to purchase a minimum amount of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and whichparticular product from a supplier, in each case, cannot be cancelled in a manner that is material to the Company and its Subsidiaries, taken as a whole; (d) any Contract requiring or otherwise relating to any future capital expenditures by the Company without penalty or without more than 90 days’ noticeany of its Subsidiaries that are $1,000,000 in excess of the Company’s capital expenditure budget that has been made available to Parent; (12e) any Contract with or to a labor union or guild (including any collective bargaining agreement); (f) any Contract relating to Indebtedness for borrowed money of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $1,000,000 that concerns is not disclosed in the Company SEC Documents; (g) any Contract that grants any option, right of first refusal, right of first offer or similar right or any other Lien with respect to any material hedgeassets, collar, option, forward purchasing, swap, derivative rights or similar agreement, understanding properties of the Company or undertaking; andits Subsidiaries; (13h) any Contract that provides for the acquisition or disposition of any asset (other contractthan acquisitions or dispositions of inventory in the ordinary course of business) or business (whether by merger, agreement sale of stock, sale of assets or understanding otherwise) and with any outstanding obligations that are material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is its Subsidiaries; and (i) legalany joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management, control, dissolution, wind-up, exit from or buyout of any joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its wholly owned Subsidiaries or solely among the Company’s wholly owned Subsidiaries; and (j) any Contract to which a (i) Top Supplier or (ii) Top Customer is a party. Each of the Contracts of the types described in this Section 3.15 is referred to as a “Material Contract”. Except for this Agreement and any Contract filed as an exhibit to the Company SEC Documents in unredacted form, the Company has made available to Parent or its Representatives a true, correct and complete copy of each Material Contract (including all amendments, modifications thereof) and Section 3.15 of the Company Disclosure Letter sets forth a correct and complete list of all Material Contracts. Each Material Contract is valid and binding on the Company and each of its Subsidiaries party thereto and, to the Company Subsidiaries which are a knowledge of the Company, any other party thereto, except for such failures to such contract, (ii) is be valid and binding or to be in full force and effect and enforceable that would not, individually or in accordance with the aggregate, reasonably be expected to have a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there is no default under any Material Contract by the Company or any of its terms and (iii) will continue Subsidiaries party thereto or, to be legalthe knowledge of the Company, valid, binding, enforceableany other party thereto, and in full force and effect on identical terms following no event has occurred that with the consummation lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries party thereto or, to the knowledge of the transactions contemplated by Company, any other party thereto. There are no material disputes pending or, to the Transaction Documents. Neither knowledge of the Company, threatened with respect to any Material Contract and neither the Company nor any of its Subsidiaries has received any written notice of the Company Subsidiariesintention of any other party to a Material Contract to terminate for default, convenience or not renew any Material Contract, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any knowledge of the transactions contemplated by Company, is any such party threatening to do so. Except as would not, individually or in the Transaction Documentsaggregate, nor will the value of any of the benefits under any reasonably be expected to have a Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company SubsidiariesAdverse Effect, and to the Knowledge knowledge of the Company, each of the other parties theretorepresentations and warranties set forth in Section 3.9 and Section 3.10 is true and correct with respect to Seven Hills. Except as otherwise set forth in the organizational documents of Seven Hills, have performed neither the Company nor any of its Subsidiaries has entered into any agreement granting any Person the right to make a debt or equity investment in all material respects all material obligations required to be performed by them under each Material Contract, and to Seven Hills or acquire the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractSeven Hills Interest.

Contracts. (a) There have been made available to Parent true, correct and complete copies of all of the following contracts to which Company or any of its Subsidiaries is a party or by which any of them is bound as of the date of this Agreement (collectively, the "MATERIAL CONTRACTS"): (i) contracts with any director of the Company, material contracts (other than those terminable at will without penalty) with any current officer of the Company or any of its Subsidiaries and employment, severance or termination agreements with any executive officer of the Company or any of its Subsidiaries; (ii) contracts (A) for the sale (other than completed sales) of material assets of the Company or any of its Subsidiaries, other than contracts entered into in the ordinary course of business or (B) for the grant to any person of any preferential rights to purchase any of its assets; (iii) contracts which restrict the Company or any of its Subsidiaries from competing in any line of business or with any person in any geographical area, other than those the performance or breach of which could not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect; and (iv) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money, other than (A) any of the foregoing with respect to indebtedness to any Person of less than $5.0 million, (B) intercompany loans or guarantees between the 22 Company and any of its Subsidiaries or between any such Subsidiaries or for the benefit of, or guaranteeing or securing obligations of, the Company or a Subsidiary of the Company and (C) security agreements covering personal property that are not individually or in the aggregate material to the Company and its Subsidiaries, taken as a whole. (b) Except as Previously Disclosedspecified in Section 3.14 of the Company Disclosure Letter, all of the Material Contracts are in full force and effect and are the legal, valid and binding obligations of the Company and/or its Subsidiaries, enforceable against them in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), except where the failure of such Material Contracts to be in full force and effect or to be legal, valid, binding or enforceable against the Company and/or its Subsidiaries has not had and could not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as specified in Section 3.14 of the Company Disclosure Letter, neither the Company nor any Company Subsidiary is a party to any contracts or agreements: (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company its Subsidiaries is lessee of, in breach or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, default in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits respect under any Material Contract will be increasednor, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the is any other parties thereto, have performed party to any Material Contract in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default thereunder in any material respect, except for such breaches or permit terminationdefaults that have not had and could not, modificationindividually or in the aggregate, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractreasonably be expected to have a Company Material Adverse Effect.

Contracts. Except as Previously Disclosed, neither (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to or is bound by any contracts or agreementsof the following Contracts that remain in effect as of the date hereof: (1i) relating to indebtedness for borrowed moneyany employment or consulting Contract with any director, officer, employee, other than (A) “at-will” offer letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued delivered in the ordinary course of business; , and (2B) those that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled are terminable by the Company or any of its Subsidiaries on no more than thirty (30) days’ notice without liability or financial obligation to the Company SubsidiariesCompany; (6ii) limiting the ability of the Company any Contract (including any stock option Contract) or plan (including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan) any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance benefits of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no or the vesting of any benefits under any Material Contract of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (including the Transaction Documents, nor will Offer and the Merger) or the value of any of the benefits under any Material Contract of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (iii) any Contract that provides for indemnification of any director, officer, employee or agent, or any guaranty, other than Contracts entered into in the Transaction Documents. The ordinary course of business; (iv) any Contract containing any covenant limiting in any respect the right of the Company or any of its Subsidiaries to engage in any line of business or to compete with any person or granting any exclusive distribution rights; (v) any Contract relating to the disposition or acquisition by the Company or any of its Subsidiaries after the date of this Agreement of a material amount of assets not in the ordinary course of business or pursuant to which the Company or any of its Subsidiaries has any material ownership interest in any Person other than the Company’s Subsidiaries; (vi) any dealer, distributor or sales representative (in-bound or out-bound), marketing or development Contract, or any Contract pursuant to which the Company or any of its Subsidiaries has continuing obligations to develop any Intellectual Property that will not be owned, in whole or in part, by the Company or any of its Subsidiaries; (vii) any Contract to license any third party to manufacture or reproduce any Company product, service or technology (including, without limitation, any ASIC or ADG agreements), or any Contract to sell or distribute any Company products, service or technology except Contracts with distributors or sales representative in the normal course of business cancelable without penalty upon notice of ninety (90) days or less and substantially in the form previously provided to Parent; (viii) any Contracts to provide source code to any third party for any product or technology that is material to the Company and its Subsidiaries taken as a whole; (ix) any Contracts relating to the borrowing of money or the extension of credit; (x) any settlement Contract under which the Company has ongoing obligations; (xi) any Contract with a customer of the Company involving payments in excess of One Hundred Thousand Dollars ($100,000) in the aggregate; or (xii) any Contract to which Phoenix Technologies or any of its Subsidiaries or other affiliates is a party. (b) Neither the Company nor any of its Subsidiaries, and nor to the Knowledge knowledge of the Company, each any other party to a Company Contract, is in breach, violation or default under, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under, any of the other parties thereto, have performed in all material respects all material obligations terms or conditions of any of the Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound that are required to be performed by them under each Material disclosed in the Company Disclosure Schedule (any such Contract, a “Company Contract” and together, the “Company Contracts”) in such a manner as would permit any other party to cancel or terminate any such Company Contract, or would permit any other party to seek material damages or other remedies (for any or all of such breaches, violations or defaults, in the Knowledge aggregate). The Company has provided to Parent a complete and accurate copy of any Contracts the Company has with the Company’s top fifty (50) customers, based upon the cumulative revenues of the CompanyCompany and its Subsidiaries for the trailing thirty (30) month period ended March 31, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract2002.

Contracts. Except as Previously Disclosed, neither (i) Section 3.01(j) of the Company nor Disclosure Schedule sets forth each contract, commitment, agreement, lease, instrument, arrangement, understanding, obligation or undertaking to which the Company or any Company Subsidiary of its subsidiaries is a party or by or to which any contracts of their properties are bound or agreementssubject that is material to the business of the Company and its subsidiaries, taken as a whole, including any such contract, commitment, agreement, lease, instrument, arrangement, understanding, obligation or undertaking: (1A) relating pursuant to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien which the Company or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoingits subsidiaries has agreed not to compete with any person, but or to actively engage, in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course line of business; (2B) that constitutes a collective bargaining pursuant to which the Company or other arrangement with any labor unionof its subsidiaries has entered into an exclusive distributorship arrangement; (C) with (1) any beneficial owner of more than one percent of the outstanding Company Common Stock or more than one percent of the capital stock of any of the Company's subsidiaries, (2) any affiliate of the Company or any of its subsidiaries or (3) that is a “material contract” within any current or former director, officer, employee or consultant of the meaning Company or any of Item 601(b)(10) its subsidiaries or of Regulation S-Kany affiliate of the Company or any of its subsidiaries (other than pursuant to Benefit Agreements or Benefit Plans); (4D) that is a lease or agreement grants exclusive license rights to material Intellectual Property of the Company; (E) under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, its subsidiaries has (1) incurred any property owned by any other Person; (5) indebtedness for borrowed money that is a lease currently owing or agreement under which the Company or (2) given any guarantee in respect of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any indebtedness for repayment of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engageborrowed money, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration each case having an aggregate principal amount in excess of $100,000; (8) F) that relates to Intellectual Property Rights (other than a license granted contains any guarantees as to the Company for commercially available software licensed on standard terms with a total replacement cost Company's or any of less than $100,000)its subsidiaries future revenues or operating income; (9G) that concerns the sale is otherwise material and that requires any consent (including any consent to assignment) of or acquisition notice to a third party, or any approval, authorization, qualification or order of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and whichGovernmental Entity, in each case, cannot be cancelled by the Company without penalty connection with this Agreement or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by hereby in order to avoid termination of or loss of benefits thereunder; (H) providing for payments of royalties to third parties at a current rate in excess of $100,000 per year; (I) not made in the Transaction Documents. Neither the Company nor ordinary course of business granting a third party any license to any material Intellectual Property rights of the Company Subsidiariesor any of its subsidiaries, nor to other than "shrink-wrap" licenses or licenses granted in connection with the Company’s Knowledgesale of products; (J) providing confidential treatment by the Company or any of its subsidiaries of third party information, other than (1) nondisclosure agreements entered into by the Company or any of its subsidiaries in the ordinary course of business or (2) the Confidentiality Agreement; (K) granting the other party thereto is or a third party "most favored nation" status that, following consummation of the Merger, would in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of way apply to Parent or any of its subsidiaries (other than the transactions contemplated by Company and its subsidiaries and their products); (L) pursuant to which the Transaction Documents, nor will the value of Company or any of its subsidiaries receives or has a continuing obligation to purchase any information technology services or information technology products that are material to the benefits under any Material Contract be calculated on the basis of any conduct of the transactions contemplated by business of the Transaction Documents. The Company and the Company Subsidiariesits subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute taken as a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractwhole.

Contracts. Except as Previously Disclosed(a) The Disclosure Schedule contains a true and complete list of each of the following written or oral contracts, neither agreements or other arrangements to which the Company nor any Company Subsidiary is a party or by which any of its Assets and Properties is bound (and, to any contracts or agreements:the extent oral, accurately describes the terms of such contracts, agreements and arrangements): (1i) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien all collective bargaining or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of businesssimilar labor agreements; (2ii) that constitutes a collective bargaining all contracts for the employment of any officer, employee or other arrangement with any labor unionperson or entity on a full time, part time, consulting or other basis; (3iii) that is all loan agreements, indentures, debentures, notes or letters of credit relating to the borrowing of money or to mortgaging, pledging or otherwise placing a “lien on any material contract” within asset or material group of assets of the meaning of Item 601(b)(10) of Regulation S-KCompany; (4iv) that is a lease all guarantees of any obligation; (v) all leases or agreement agreements under which the Company or any of the Company Subsidiaries is lessee or lessor of, or holds holds, or operates, any property property, real or personal, owned by any other Personparty; (5vi) that is a lease all commitments, contracts, sales contracts, purchase orders, mortgage agreements or agreement under which groups of related agreements with the Company same party or any group or affiliated parties which require or may in the future require payment of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled consideration by the Company or any of the Company SubsidiariesCompany; (6vii) limiting the ability of the Company all license agreements, distribution agreements or any of the other agreements involving any Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any PersonIntellectual Property; (7viii) that is a settlement, conciliation all subscription or similar agreement, registration rights agreements or any other agreements related to the performance equity ownership of which will involve payment after the Closing Date of consideration in excess of $100,000Company; (8) ix) all contracts or commitments that relates to Intellectual Property Rights (other than a license granted to in any way restrict the Company for commercially available software licensed from carrying on standard terms with a total replacement cost of less than $100,000); (9) that concerns its business anywhere in the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingworld; and (13x) all other contracts and agreements that (A) involve the payment or potential payment, pursuant to the terms of any other such contract or agreement, by the Company and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any cost or penalty to the Company. (b) Each contract, agreement or understanding material to other arrangement disclosed in the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) Disclosure Schedule is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms terms, of each party thereto; and (iii) will continue to be legal, valid, binding, enforceablethe Company has performed all of its required obligations under, and is not in full force and effect on identical terms following the consummation violation or breach of or default under, any such contract, agreement or arrangement. The other parties to any such contract, agreement or arrangement are not in violation or breach of or default under any such contract, agreement or arrangement. None of the transactions contemplated by the Transaction Documents. Neither the Company nor any present or former employees, officers, directors or shareholders of the Company Subsidiaries, nor is a party to any oral or written contract or agreement prohibiting any of them from freely competing with other parties or engaging in the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contract's as now operated.

Contracts. (a) Except as Previously Discloseddisclosed in the SEC Reports filed with or furnished to the SEC on or after June 14, 2011 or as set forth in Section 3.16(a) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to any contracts or agreementsbound by: (1i) any agreement which the Company or any of its Subsidiaries was required to file as an exhibit under Item 601(b)(10) of Regulation S-K under the Exchange Act or to disclose on a Current Report on Form 8-K that has not been so filed or disclosed; (ii) any agreement or arrangement that limits or otherwise restricts in any material respect the Company or any of its Affiliates or any successor thereto, or that could, after the Effective Time, limit or restrict in any material respect the Surviving Corporation or any of its Affiliates or any successor thereto, from engaging or competing in any line of business or in any geographic area in any manner or restricting the Company or any of its Subsidiaries from freely setting prices for its products (including “most favored customer” pricing provisions); (iii) any other agreement pursuant to which the Company or any of its Subsidiaries is required to pay or is scheduled to receive (assuming full performance pursuant to the terms thereof) $150,000 or more during the 12-month period following the date of this Agreement; (iv) with respect to a joint venture, partnership, limited liability company or other similar agreement or arrangement, any agreement or arrangement relating to indebtedness the formation, creation, operation, management or control of any partnership or joint venture that is material to the business of the Company and its Subsidiaries, taken as a whole; (v) any indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage, trust deed or other written agreement for borrowed or with respect to the borrowing of money, letters a line of credit, any currency exchange, commodities or other hedging arrangement, or a leasing transaction of a type required to be capitalized in accordance with GAAP; (vi) any written agreement under which the Company or any of its Subsidiaries has advanced or loaned any other Person amounts in the aggregate exceeding $25,000; (vii) any agreement or arrangement involving the acquisition from another Person or disposition to another Person, directly or indirectly (by merger, license or otherwise), of assets or capital lease obligationsstock or other equity interests of another Person (A) for aggregate consideration under such contract (or series of related contracts) in excess of $100,000 or (B) that contain representations, warranties, covenants, indemnities or other obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees indemnification, “earn-out” or other contingent obligations), that are still in respect effect and, individually, would reasonably be expected to result in payments by the Company or any of its Subsidiaries in excess of $100,000 (in the case of each of clause (A) and (B), other than acquisitions or dispositions of inventory in the ordinary course of business); (viii) any contracts (or a series of related contracts) for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company and its Subsidiaries of $150,000 or more or (B) aggregate payments by the Company and its Subsidiaries of $200,000 or more, in each case other than (I) those that can be terminated by the Company or any of its Subsidiaries on less than thirty-one (31) days’ notice without payment by the Company or any Subsidiary of any of material penalty and (II) contracts entered into by the foregoing, but in any event excluding trade payables, securities transactions Company and brokerage agreements arising its Subsidiaries in the ordinary course of business consistent with past practice; (ix) any contracts that are sales, intercompany indebtedness distribution or other similar contracts providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets that provide for either (a) annual payments to the Company and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess its Subsidiaries of $100,000150,000 or more or (b) aggregate payments to the Company and its Subsidiaries of $200,000 or more, except for in each case other than (I) those issued that can be terminated by the Company or any of its Subsidiaries on less than 61 days’ notice without payment by the Company or any Subsidiary of any material penalty and (II) contracts entered into in the ordinary course of businessbusiness consistent with past practice; (2x) any agreement or arrangement that constitutes would prohibit or materially delay or have a collective bargaining or other arrangement with any labor unionMaterial Adverse Effect on the Merger and the transactions contemplated hereby; (3xi) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-Kany contract relating to any currency hedging; (4xii) any agreement or arrangement prohibiting the payment of dividends or distributions in respect of the capital stock of the Company or any of its wholly owned Subsidiaries, prohibiting the pledging of the capital stock of the Company or any wholly owned Subsidiary of the Company or prohibiting the issuance of any guaranty by the Company or any wholly owned Subsidiary of the Company; (xiii) any license agreements from which the Company and its Subsidiaries, taken as a whole, have received or paid $150,000 or more during the 12-month period ending with the most recent month end preceding the date of this Agreement, pursuant to which the Company or any of its Subsidiaries licenses in Intellectual Property or licenses out Intellectual Property owned by the Company or its Subsidiaries; (xiv) any written agreement that provides for the payment, increase or vesting of any benefits or compensation in connection with the Merger and the transactions contemplated hereby; (xv) any written agreement (A) that provides compensation, severance or other benefits or rights to any individual (including to any officer, director, employee or consultant) who currently receives annual compensation from the Company and/or any of its Subsidiaries of more than $100,000 or (B) pursuant to which the Company is or may become obligated to make any bonus or similar payment (whether in the form of cash or equity securities but excluding payments constituting base salary) to any individual (including to any officer, director, employee or consultant) who currently receives annual compensation from the Company and/or any of its Subsidiaries of more than $100,000; (xvi) Any written agreement that contains a lease put, call, collar, right of first refusal or similar right pursuant to which the Company or any of its Subsidiaries would be required to purchase or sell, as applicable, any equity interests of any Person; (xvii) any material settlement agreement or similar written agreement and any settlement agreement or similar written agreement with a Governmental Entity, in each case, under which the Company or any of the Company its Subsidiaries is lessee ofhas continuing obligations, liabilities or holds or operates, any property owned by any other Personduties; (5xviii) any written agreement that is a lease grants exclusive rights, rights of refusal, rights of first negotiation or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits similar rights to any Person or that limits or purports to hold or operate, limit in any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting material respect the ability of the Company or any of the Company Subsidiaries its Affiliates to engageown, in operate, sell, transfer, pledge or otherwise dispose of any material respect, in any line of business asset or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Personbusiness; (7xix) that any written agreement relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of its capital stock or other securities or any options, warrants or other rights to purchase or otherwise acquire any such shares of capital stock, other securities or options, warrants or other rights therefor, except for those written agreements in substantially the form of the standard agreements evidencing Stock Options or Company Awards provided or made available to Parent; (xx) any written agreement under which the Company has granted any Person any registration rights or under which any Person has granted the Company any registration rights; or (xxi) any other written agreement or group of related written agreements with the same party or group of affiliated parties (other than this Agreement or agreements between the Company and any of its Subsidiaries or between any of the Subsidiaries of the Company) under which any party to such written agreement or group of related written agreements is a settlementobligated to make payments (whether fixed, conciliation contingent or similar agreement, the performance of which will involve payment after the Closing Date of consideration otherwise) in excess of $100,000;150,000 per annum or $250,000 during the life of the written agreement or group of written agreements. (8) that relates to Intellectual Property Rights (other than a license granted b) Except for guarantees related to the Indebtedness relating to any written agreement set forth in Section 3.16(a)(v) above, neither the Company for commercially available software licensed on standard terms nor any of its Subsidiaries is a party to any written agreement of guarantee, support, or assumption with a total replacement cost respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of less than $100,000);any other Person. (9c) that concerns Except as set forth in the sale Company Financial Statements, neither the Company nor any of its Subsidiaries is a party to any written agreement for or acquisition relating to the employment by it of any material portion director, employee or officer or other type of written agreement with any of its directors or officers that is not terminable by it without cost or other liability, including any written agreement requiring it to make a payment to any director, employee or officer as a result of the Company’s business;Merger, any transaction or any written agreement that is entered into in connection with this Agreement. (10d) that concerns Except as set forth in the Company Financial Statements, neither the Company nor any of its Subsidiaries is a partnership party to any written agreement in which its officers, directors, employees or joint venture;shareholders or any members of their immediate families is directly or indirectly interested (whether as a party or otherwise), including, without limitation, any written agreements relating to loans to officers, directors, employees or shareholders or any members of their immediate families. (11e) involving aggregate consideration liability All Company Contracts are in excess of $100,000 and which, written form or summarized in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12Section 3.16(e) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries Disclosure Letter. The Company has delivered or their respective operations. Each Contract made available to Parent a true, correct and complete written copy of a type Previously Disclosed above to this Section 2.2(t) (collectivelyeach Company Contract, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documentsincluding all amendments thereto. Neither the Company nor any of its Subsidiaries is in material default under any Company Contract and no event has occurred with respect to the Company Subsidiariesor any of its Subsidiaries or, nor to the Company’s Knowledge, with respect to any other party thereto is in contracting party, that (with or without the lapse of time or the giving of notice, or both) could reasonably be expected to (i) cause a material default under any Company Contract or (ii) give any party (A) the right to accelerate the maturity or performance of any material obligation of the Company or any of its Subsidiaries under any Company Contract, or (B) the right to cancel or terminate any Material Contract. No benefits under any Material Contract will be increasedEach of the Company Contracts is, and no vesting of any benefits under any Material Contract will be accelerated, by after the occurrence of any consummation of the transactions contemplated by will continue to be, in full force and effect and is the Transaction Documentsvalid, nor will the value of any binding and enforceable obligation of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company its Subsidiaries, and and, to the Knowledge of the Company, each of the other parties thereto, have performed except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in all material respects all material obligations required effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to be performed by them under each Material Contract, equitable defenses and to the Knowledge discretion of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated court before which any provision of such contractproceeding therefor may be brought.

Contracts. Except as Previously DisclosedThe Company has provided to each Investor that has made a request (including via access in any virtual data room) or such Investor’s representatives true, neither correct and complete copies of each of the following to which the Company nor or any Company Subsidiary is a party to any contracts or agreements:party, each of which has been Previously Disclosed (each, a “Material Contract”): (1i) any contract or agreement relating to indebtedness of the Company or any Company Subsidiary for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course Ordinary Course of business consistent with past practiceBusiness, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000300,000, except for those issued in the ordinary course Ordinary Course of businessBusiness; (2ii) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease contract or agreement under which the Company or limiting, in any of the Company Subsidiaries is lessee ofmaterial respect, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7iii) that is a settlement, conciliation any contract or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) agreement that concerns the sale or acquisition of any material portion of the Company’s business; (10iv) that concerns a any alliance, cooperation, joint venture, shareholders, partnership or joint venturesimilar agreement involving a sharing of profits or losses relating to the Company or any Company Subsidiary; (11v) any contract or agreement involving aggregate consideration liability annual payments in excess of $100,000 and which, in each case, 300,000 that cannot be cancelled by the Company or a Company Subsidiary without penalty or without on not more than 90 60 days’ notice; (12vi) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and; (13vii) any other contractcontract or agreement with respect to the employment or service of any current or former directors, agreement officers, employees or understanding material to consultants of the Company or any of the Company Subsidiaries other than, with respect to non-executive employees and consultants, in the Ordinary Course of Business; and (viii) any contract or their respective operationsagreement containing any (x) non-competition or exclusive dealing obligations or other obligation which purports to limit or restrict in any respect the ability of the Company or any Company Subsidiary to solicit customers or the manner in which, or the localities in which, all or any portion of the business of the Company or the Company Subsidiaries is or can be conducted, or (y) right of first refusal or right of first offer or similar right that limits or purports to limit the ability of the Company or any of the Company Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business. Each Material Contract of a type Previously Disclosed above to this Section 2.2(t(A) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (iiB) is in full force and effect and enforceable in accordance with its terms and (iiiC) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms in all material respects following the consummation of the transactions contemplated by the Transaction Documentsthis Agreement. Neither the Company nor any of the Company Subsidiaries, nor to the Knowledge of the Company’s Knowledge, any other party thereto is in material violation or default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documentsthis Agreement, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documentsthis Agreement. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractMaterial Contracts.

Contracts. (a) Except (i) for this Agreement, (ii) for the Contracts filed as Previously Disclosedexhibits to the SEC Reports prior to the date hereof, (iii) for the Company Plans and Company Stock Plans or (iv) as set forth in Section 3.8 of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its subsidiaries is party to or bound by any Contract that: (i) contains covenants binding upon the Company Subsidiary or any of its Affiliates that materially restrict the ability of the Company or any of its Affiliates to compete in any business or in any geographic area that, in each case, are material to the Company and its subsidiaries taken as a whole as of the date of this Agreement, except for leases; (ii) is a material partnership, joint venture or similar Contract that, in each case, is material to the Company and its subsidiaries taken as a whole as of the date of this Agreement; (iii) under which the Company or any of its subsidiaries is liable for indebtedness in excess of $50,000,000; (iv) expressly limits or otherwise restricts the ability of the Company or any of its subsidiaries to pay dividends or make distributions to its shareholders (excluding restrictions applicable only upon a default or event of default); (v) by its terms calls for aggregate payments by the Company and its subsidiaries under such Contract of more than $50,000,000 over the remaining term of such Contract (other than this Agreement, Contracts subject to clause (iii) above, purchase orders for the purchase of inventory and/or equipment in the ordinary course of business and leases); (vi) relates to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) for consideration in excess of $50,000,000; and (vii) by its terms calls for aggregate payments to the Company and its subsidiaries under such Contract of more than $50,000,000 over the remaining term of such Contract (other than this Agreement or purchase orders for the purchase of inventory and/or equipment in the ordinary course of business). Each Contract (i) set forth (or required to be set forth) in Section 3.8 of the Company Disclosure Schedule, (ii) filed as an exhibit to the SEC Reports as a "material contract" pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act, or (iii) disclosed by the Company on a Current Report on Form 8-K as a "material contract" (excluding any Company Plan), is referred to herein as a "Company Material Contract". (b) Each of the Company Material Contracts is a legal, valid and binding obligation of, and enforceable against, the Company or the Company subsidiary that is a party thereto and, to any contracts or agreements: (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any the knowledge of the foregoingCompany, but each other party thereto, and is in full force and effect in accordance with its terms, subject to the Bankruptcy and Equity Exception, except (i) to the extent that any event excluding trade payables, securities transactions and brokerage agreements arising Material Contract expires or terminates in accordance with its terms in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases (ii) for telephonessuch failures to be legal, copy machinesvalid and binding or to be in full force and effect that do not have and would not reasonably be expected to have, facsimile machines and other office equipment) in excess of $100,000, except for those issued individually or in the ordinary course of business;aggregate, a Material Adverse Effect on the Company. (2c) that constitutes a collective bargaining The Company or other arrangement with any labor union; (3) its subsidiary that is a “material contract” within party to a Company Material Contract is in compliance with all terms and requirements of each Company Material Contract, and no event has occurred that, with notice or the meaning passage of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee oftime, or holds both, would constitute a breach or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled default by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default subsidiaries under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The such Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and and, to the Knowledge knowledge of the Company, no other party to any Company Material Contract is in breach or default (nor has any event has occurred that which, with notice or lapse the passage of time time, or both, would constitute such a material breach or default) under any Company Material Contract, except in each case where such violation, breach, default or permit terminationevent of default does not have and would not reasonably be expected to have, modificationindividually or in the aggregate, or acceleration, under a Material Adverse Effect on the agreement and no party thereto has repudiated any provision of such contractCompany.

Contracts. Except as Previously Disclosed, neither (a) Section 3.13(a) of the Company nor Disclosure Letter sets forth a list of each Contract, including all amendments, supplements, exhibits and side letters to any such Contract, to which the Company or any Company Subsidiary is a party to or by which any contracts of its properties or agreementsassets are bound which, as of the date of this Agreement: (i) is required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated under the Securities Act or required to be disclosed under Item 404 of Regulation S-K under the Securities Act (provided, that the Company shall only be required to list in clause (i) of Section 3.13(a) those Contracts that have not been filed with the SEC on or after January 1, 2015); (ii) relating involves aggregate payments by, or other consideration or expenditures from, the Company or any Company Subsidiary in excess of $500,000 over the remaining term of such Contract, and is not cancelable within sixty (60) days without material payment by or penalty to indebtedness for borrowed moneythe Company or any Company Subsidiary; (iii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area with respect to the Company or any Company Subsidiary, letters or upon consummation of the Transactions, Parent or its Subsidiaries, or which restricts in any material respect the conduct of any line of business of the Company or any Company Subsidiary, or upon consummation of the Transactions, Parent or its Subsidiaries; (iv) establishes a partnership, joint venture or similar arrangement; (v) relates to the borrowing of money or extension of credit, capital lease obligations, obligations secured by in each case having a Lien principal amount of Indebtedness in excess of $1,000,000 other than accounts receivables and payables incurred or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment; (vi) requires the Company or any Company Subsidiary to dispose of or acquire assets or properties with a fair market value in excess of $100,0001,000,000, except for those issued in the ordinary course of businessor involves any pending or contemplated merger, consolidation or similar business combination; (2vii) that constitutes is a collective bargaining or other arrangement with any labor unionCompany Investment Contract; (3viii) that is requires any delivery of notice or prior consent in connection with the Transactions, where, if such notice or consent were not made or obtained, would give rise to any right of termination, cancellation, acceleration or amendment of, or trigger any payments or the creation of a “material contract” within Lien or other encumbrance, or result in any violation of or breach of or constitute a default under such Contract in connection with the meaning consummation of Item 601(b)(10) of Regulation S-Kthe Mergers and the other Transactions; (4ix) that is with a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other PersonGovernmental Entity; (5x) that is relates to a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries;Related Party Transaction; or (6xi) limiting contains any obligation, contingent or otherwise, on the ability part of the Company or any of the Company its Subsidiaries to engage, indemnify any other Person. (b) Each Contract of the type described above in any material respect, in any line of business or to competeSection 3.13(a), whether by restricting territories, customers or otherwise, or not set forth in any other material respect, with any Person; (7Section 3.13(a) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”)Disclosure Letter, is (i) referred to herein as a “Company Material Contract.” Except as, individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect, each Company Material Contract is legal, valid and valid, binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the and each Company SubsidiariesSubsidiary that is a party thereto and, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge knowledge of the Company, each of the other parties party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Except as, individually or in the aggregate, would not have or reasonably be expected to have a Company Material Adverse Effect, the Company and each Company Subsidiary has performed in all material respects all material obligations required to be performed by them it under each Company Material Contract and, to the knowledge of the Company, each other party thereto has performed all obligations required to be performed by it under such Company Material Contract. None of the Company or any Company Subsidiary, nor, to the knowledge of the Company, any other party thereto, is in material breach or violation of, or default under, any Company Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time or both would constitute a material violation, breach or default under any Company Material Contract, except where in each case such breach, violation or permit terminationdefault, modificationindividually or in the aggregate, would not have or accelerationreasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written or, to the knowledge of the Company, other notice of any violation or default under any Company Material Contract. (c) The Company has delivered or made available to Parent or provided to Parent for review, prior to the agreement execution of this Agreement, true and no party thereto has repudiated any provision complete copies of such contractall of the Company Material Contracts.

Contracts. Except as Previously Disclosed(a) SECTION 2.19(a) OF THE DISCLOSURE SCHEDULE (with paragraph references corresponding to those set forth below) contains a true and complete list of each of the following Contracts or other arrangements (true and complete copies or, neither 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), to which the Company nor or any Company Subsidiary is a party to or by which any contracts or agreementsof their respective Assets and Properties is bound: (1A) all Contracts (excluding Benefit Plans) providing for a commitment of employment or consultation services for a specified or unspecified term or otherwise relating to indebtedness for borrowed moneyemployment or independent contracting or the termination of employment or independent contracting, letters the name, position and rate of creditcompensation of each Person party to such a Contract and the expiration date of each such Contract; and (B) any written or unwritten representations, capital lease obligationscommitments, obligations secured by a Lien promises, communications or interest rate courses of conduct (excluding Benefit Plans and any such Contracts referred to in clause (A)) involving an obligation of the Company or currency hedging agreements any Subsidiary to make payments in any year, other than with respect to salary or incentive compensation payments in the ordinary course of business, to any employee exceeding $50,000 or any group of employees exceeding $100,000 in the aggregate; (including guarantees ii) all Contracts with any Person containing any provision or covenant prohibiting or limiting the ability of the Company or any Subsidiary to engage in respect any business activity or compete with any Person or, except as provided in SECTION 4.11, prohibiting or limiting the ability of any Person to compete with the Company or any Subsidiary; (iii) all partnership, joint venture, shareholders' or other similar Contracts with any Person; (iv) all Contracts relating to Indebtedness of the foregoingCompany or any Subsidiary in excess of $10,000 or to preferred stock issued by the Company or any Subsidiary; (v) all material Contracts with distributors, but in dealers, manufacturer's representatives, sales agencies or franchisees; (vi) all Contracts relating to (A) the future disposition or acquisition of any event excluding trade payablesAssets and Properties, securities transactions and brokerage agreements arising other than dispositions or acquisitions in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and (B) any merger or other office equipment) in excess of $100,000, except for those issued in the ordinary course of businessbusiness combination; (2vii) that constitutes a collective bargaining all Contracts between or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which among the Company or any of the Company Subsidiaries is lessee ofSubsidiary, or holds or operateson one part, and Love, any property owned by any officer, director, Affiliate (other Person; (5) that is a lease or agreement under which than the Company or any Subsidiary) or Associate of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company Love or any Associate of the Company Subsidiariesany such officer, director or Affiliate, on another part; (6viii) limiting all collective bargaining or similar labor Contracts; (ix) all Contracts that (A) limit or contain restrictions on the ability of the Company or any Subsidiary to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur Indebtedness, to incur or suffer to exist any Lien, to purchase or sell any Assets and Properties, to change the lines of business in which it participates or engages or to engage in any Business Combination or (B) require the Company Subsidiaries or any Subsidiary to engage, in any material respect, in any line maintain specified financial ratios or levels of business net worth or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance indicia of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingfinancial condition; and (13x) all other Contracts (other than Benefit Plans, leases listed in SECTION 2.16(a) OF THE DISCLOSURE SCHEDULE and insurance policies listed in SECTION 2.21 OF THE DISCLOSURE SCHEDULE) that (A) involve the payment or potential payment, pursuant to the terms of any other contractsuch Contract, agreement by or understanding material to the Company or any Subsidiary of more than $10,000 annually and (B) cannot be terminated within thirty (30) days after giving notice of termination without resulting in any material cost or penalty to the Company Subsidiaries or their respective operations. any Subsidiary. (b) Each Contract of a type Previously Disclosed above required to this Section 2.2(tbe disclosed in SECTION 2.19(a) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) OF THE DISCLOSURE SCHEDULE is in full force and effect and constitutes a legal, valid and binding agreement, enforceable in accordance with its terms terms, of each party thereto; and (iiiexcept as disclosed in SECTION 2.19(b) will continue to be legalOF THE DISCLOSURE SCHEDULE neither the Company, validany Subsidiary nor, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s KnowledgeKnowledge of Love, any other party thereto is to such Contract is, or has received notice that it is, in violation or breach of or default under any Material Contract. No benefits under any Material such Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that (or with notice or lapse of time or both, would constitute a material be in violation or breach of or default under any such Contract) in any material respect. (c) Except as disclosed in SECTION 2.19(c) OF THE DISCLOSURE SCHEDULE, neither the Company nor any Subsidiary is a party to or permit terminationbound by any Contract that has been or could reasonably be expected to be, modificationindividually or in the aggregate with any other such Contracts, materially adverse to the Business or acceleration, under Condition of the agreement and no party thereto has repudiated any provision of such contractCompany.

Contracts. Except as Previously Disclosed, neither (a) Section 3.16(a) of the Company nor Disclosure Letter sets forth a list of all Material Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Contract” means any Contract to which the Company Subsidiary or any of its Subsidiaries is a party to or by which the Company or any contracts of its Subsidiaries or agreementsany of their respective properties or assets is bound that: (1i) relating is or would be required to indebtedness for borrowed moneybe filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) relates to the formation, letters of creditcreation, capital lease obligationsgovernance, obligations secured by a Lien economics or interest rate or currency hedging agreements (including guarantees in respect control of any joint venture, partnership or other similar arrangement, other than (x) with respect to any partnership that is wholly owned by the Company or any of its wholly owned Subsidiaries and (y) for the foregoingavoidance of doubt, but in any event excluding trade payablesmarketing, securities transactions licensing, manufacturing and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued distribution Contracts entered into in the ordinary course of business; (2iii) that constitutes a collective bargaining provides for indebtedness for borrowed money of the Company or any of its Subsidiaries having an outstanding or committed amount in excess of $10 million, other arrangement with than (A) indebtedness solely between or among any labor unionof the Company and any of its wholly owned Subsidiaries or (B) letters of credit; (3iv) relates to the acquisition or disposition of any business, assets or properties (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration under such Contract in excess of $10 million (A) that is a “material contract” within was entered into after January 1, 2015 or (B) pursuant to which any earn-out, indemnification or deferred or contingent payment obligations remain outstanding that would reasonably be expected to involve payments by or to the meaning Company or any of Item 601(b)(10) its Subsidiaries of Regulation S-Kmore than $5 million after the date hereof (in each case, excluding for the avoidance of doubt, acquisitions or dispositions of supplies, inventory, merchandise or products in the ordinary course of business or of supplies, inventory, merchandise, products, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries); (4v) that is a lease Contract (other than purchase orders under a master agreement) for the purchase of materials, supplies, goods, services, equipment or agreement under other assets pursuant to which the Company or any of the Company its Subsidiaries is lessee of, or holds or operates, would reasonably be expected to make payments of more than $10 million during any property owned by any other Personfiscal year; (5vi) that is a lease Contract (other than purchase orders under a master agreement) with a customer of the Company or agreement under any of its Subsidiaries pursuant to which the Company or any of its Subsidiaries received aggregate net payments of more than $10 million during the fiscal year ended December 31, 2016; (vii) contains any provision (A) limiting, in any material respect, the right of the Company or any of its Subsidiaries is lessor to engage in any business, make use of any material Intellectual Property, compete with any Person, or operate anywhere in the world, or (B) granting any exclusivity right to any third party, or containing a “most favored nation” provision in favor of any third party, in each case, other than (x) a Contract that can be terminated on less than 90 days’ notice without resulting in a breach or violation of, or permits any Person acceleration of any rights or obligations or the payment of any penalty under, such Contract, (y) distribution or customer Contracts entered into in the ordinary course of business granting exclusive rights to hold sell or operatedistribute certain of the Company’s and its Subsidiaries’ products or containing “most favored nation” provisions with respect to certain of the Company’s and its Subsidiaries’ products or (z) any provision in any license agreements for Intellectual Property limiting the Company’s and its Subsidiaries’ use of such Intellectual Property to specified fields of use or specified territories; or (viii) is a (A) license or similar Contract with respect to (x) any ▇▇▇▇▇-▇▇▇▇▇▇ Act related litigation or (y) any products covered by an NDA and entered into since January 1, 2011, or (B) settlement, coexistence agreement, covenant not to ▇▇▇ or similar Contract with respect to any property owned material Intellectual Property, in each case, to which the Company or controlled any of its Subsidiaries is a party, beneficiary or otherwise bound (other than generally commercially available, “off the shelf” software programs or non-exclusive licenses granted by or to the Company or any of its Subsidiaries in the ordinary course of business which do not contain any material restriction or condition on the use or exploitation of any material Intellectual Property by the Company or any of the Company its Subsidiaries;). (6b) limiting the ability of the Company Except with respect to any Contract that has previously expired in accordance with its terms, been terminated, restated or any of the Company Subsidiaries to engagereplaced, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7a) that each Material Contract is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and and/or any of its Subsidiaries to the Company Subsidiaries which are extent such Person is a party to such contractthereto, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiariesas applicable, and to the Knowledge of the Company, each of the other parties party thereto, have performed and is in all material respects all material obligations required full force and effect, except where the failure to be performed by them under valid, binding or in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (b) the Company and each Material Contractof its Subsidiaries, and and, to the Knowledge of the Company, any other party thereto, have performed all obligations required to be performed by it under each Material Contract, except where such nonperformance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (c) neither the Company nor any of its Subsidiaries have received written notice of the existence of any breach or default on the part of the Company or any of its Subsidiaries under any Material Contract, except where such default would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) there are no event has occurred that with events or conditions which constitute, or, after notice or lapse of time would or both, will constitute a material breach default on the part of the Company or default or permit termination, modificationany of its Subsidiaries, or accelerationto the Knowledge of the Company, any counterparty under such Material Contract and (e) to the agreement and no party thereto Knowledge of the Company, the Company has repudiated not received any provision of notice from any Person that such contractPerson intends to terminate, or not renew, any Material Contract, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Contracts. Except as Previously DisclosedSection 3.12 of the Disclosure Schedule contains a list of the following contracts, neither agreements, leases and other legally binding instruments, whether written or oral to which the Company nor any Company Subsidiary is is, or after the consummation of the transactions contemplated by the Contribution Agreement and the related transfer agreements will be, a party to any contracts or agreements:by which it is, or after the consummation of the transactions contemplated by the Contribution Agreement and the related transfer agreements will be, otherwise bound (each such contract, a “Material Contract”): (1a) relating contracts with respect to indebtedness Benefit Plans sponsored by the Company; (b) collective bargaining agreements and any other contracts with any labor unions; (c) agreements for borrowed moneythe employment or engagement of any officer or employee (not including at-will employment or offer letters) that (i) provide annual cash or other compensation in excess of $50,000 per year, (ii) provide for Change of Control Payments, or (iii) restrict the ability of the Company to terminate the employment of any Person at any time for any lawful reason or for no reason without liability (including severance obligations); (d) agreements or arrangements with any individual serving as an independent contractor who works for or supports the Business; (e) loan or credit agreements, promissory notes, bonds, debentures, security agreements, pledge agreements, mortgages, indentures, factoring agreements, guarantees, letters of credit, capital lease obligationsperformance bonds, obligations secured by a Lien completion bonds, surety agreements, or interest rate similar financing arrangements; (f) leases, subleases or currency hedging agreements (including guarantees in respect licenses, either as lessee, sublessee or licensee or as lessor, sublessor or licensor, of any of the foregoingpersonal property, but in any event excluding trade payablesincluding capital leases, securities transactions and brokerage which agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) involve annual payments in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case200,000, cannot be cancelled by the Company without payment or penalty upon notice of 30 days or without more than 90 days’ noticeless, or have unexpired terms as of the Closing Date that exceed one year; (12g) agreements or series of related agreements with customers, suppliers and vendors of the Company for the purchase or sale of goods or services involving payments in excess of $100,000 in the aggregate, which cannot be cancelled by the Company without payment or penalty upon notice of 30 days or less, or have unexpired terms as of the Closing Date that exceed one year, in each case in effect as of the date hereof; (h) agreements with respect to the acquisition or disposition of any business, assets or securities outside the Ordinary Course of Business, or any equity or debt investment in or any loan to any Person; (i) limited liability company agreements, partnership agreements, joint venture agreements and all other similar contracts (however named) that concerns involve a sharing of profits, losses, costs or liabilities by the Company with any material hedgeother Person; (j) all agreements by which the Company, collarSeller or Holdings licenses any Business Intellectual Property to any Person and all agreements for Licensed Intellectual Property, optionother than agreements for commercial “off-the-shelf” Software or Open Source Software; (k) agreements with Seller or any current or former officer, forward purchasingdirector, swapstockholder or Affiliate of the Company; (l) agreements containing covenants of the Company 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 in any line of business or in any geographical area; (m) outstanding agreements of guaranty, derivative surety or similar agreementindemnification, understanding direct or undertakingindirect, by the Company; (n) any Tax Sharing Agreement; and (13o) any other contracteach amendment, agreement or understanding material to the Company or supplement and modification in respect of any of the Company Subsidiaries or their respective operationsforegoing. Each Contract All of a type Previously Disclosed above the Material Contracts to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on which the Company and the Company Subsidiaries which are a party to such contractis, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following or after the consummation of the transactions contemplated by the Transaction Documents. Neither Contribution Agreement and the Company nor any related transfer agreements will be, a party are in full force and effect and are legal, valid and binding obligations of the Company SubsidiariesCompany, nor enforceable against it in accordance with their terms, and, to the Company’s Knowledge, any each other party thereto is in default under any Material Contract. No benefits under any Material Contract will thereto, except to the extent enforcement may be increased, and no vesting of any benefits under any Material Contract will be accelerated, affected by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction DocumentsEnforceability Exceptions. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed is in compliance in all material respects with the terms and requirements of such Material Contract and, to the Company’s Knowledge, each other Person that is party to such Material Contract is in compliance in all material obligations required to be performed by them under each respects with the terms and requirements of such Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or the lapse of time or the giving of notice or both would constitute a material breach default thereunder. No party to any of the Material Contracts has exercised any termination rights with respect thereto. The Company has made available to Purchaser true, correct and complete copies of all of the Material Contracts, together with all amendments, modifications or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractsupplements thereto.

Contracts. Except as Previously Disclosed, neither (a) Neither the Company nor any Company Subsidiary of its Subsidiaries is a party to, and none of their respective properties or other assets is subject to, any Contract that is of a nature required to be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act, other than any contracts Contract that is filed as an exhibit to the Company SEC Documents. (b) Except for Contracts filed in unredacted form as exhibits to the Company SEC Documents, and except for Contracts between the Company and its Subsidiaries or agreementsamong Subsidiaries, Section 3.10(b) of the Company Disclosure Letter sets forth a correct and complete list as of the date of this Agreement, and the Company has made available to Parent correct and complete copies (including all amendments, modifications, extensions, renewals, guaranties or other Contracts with respect thereto, but excluding all names, terms and conditions that have been redacted in compliance with applicable Laws governing the sharing of information), of: (1i) relating to indebtedness for borrowed money, letters all Contracts of credit, capital lease obligations, obligations secured by a Lien the Company or interest rate or currency hedging agreements (including guarantees in respect of any of its Subsidiaries having an aggregate value per Contract, or involving payments by or to the foregoingCompany or any of its Subsidiaries, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of more than $100,000, except for those issued in the ordinary course of business1,000,000 on an annual basis; (2ii) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under all Contracts to which the Company or any of the Company its Subsidiaries is lessee ofa party, or holds or operatesby which the Company, any property owned by any other Person; (5) that is a lease or agreement under which the Company of its Subsidiaries or any of the Company Subsidiaries its Affiliates is lessor ofbound, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting that contain a covenant materially restricting the ability of the Company or any of its Subsidiaries (or which, following the Company Subsidiaries consummation of the Merger, would materially restrict the ability of Parent or any of its Subsidiaries, including the Surviving Entity and its Subsidiaries) to engage, compete in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, with any person or in any other material respect, with any Persongeographic area; (7iii) that is a settlement, conciliation all material Contracts of the Company or similar agreement, any of its Subsidiaries with any Affiliate of the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights Company (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost any of less than $100,000its Subsidiaries); (9iv) any (A) Contract to which the Company or any of its Subsidiaries is a party granting any license to Intellectual Property of the Company or any of its Subsidiaries that concerns involves payments by the sale Company or acquisition any of its Subsidiaries with respect to such license of more than $500,000 on an annual basis, and (B) other license (other than real estate) having an aggregate value per license, or involving payments by the Company or any material portion of its Subsidiaries, of more than $500,000 on an annual basis; (v) all confidentiality agreements (other than those entered into in the ordinary course of business), agreements by the Company not to acquire assets or securities of a third party or agreements by a third party not to acquire assets or securities of the Company’s business; (10vi) any Contract having an aggregate value per Contract, or involving payments by or to the Company or any of its Subsidiaries, of more than $500,000 on an annual basis that concerns requires consent of or notice to a partnership third party in the event of or joint venturewith respect to the Merger, including in order to avoid a breach or termination of or loss of benefit under any such Contract; (11vii) all material joint venture, partnership or other similar agreements involving aggregate consideration liability in excess co-investment with a third party to which the Company or any of its Subsidiaries is a party; (viii) any Contract with a Governmental Authority which imposes any material obligation or restriction on the Company or its Subsidiaries; (ix) all leases, subleases, licenses or other Contracts pursuant to which the Company or any of its Subsidiaries use or hold any material property involving payments by or to the Company or any of its Subsidiaries of more than $100,000 and which500,000 on an annual basis; (x) all material outsourcing Contracts; (xi) all Contracts with investment bankers, in each casefinancial advisors, cannot be cancelled attorneys, accountants or other advisors retained by the Company without penalty or without any of its Subsidiaries involving payments by or to the Company or any of its Subsidiaries of more than 90 days’ notice$500,000 on an annual basis; (12xii) all Contracts providing for the indemnification by the Company or any of its Subsidiaries of any person, except for any such Contract that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13i) any other contract, agreement or understanding is not material to the Company or any of its Subsidiaries and (ii) was entered into in the ordinary course of business; and (xiii) all Contracts pursuant to which any indebtedness of the Company or any of its Subsidiaries is outstanding or their respective operations. Each Contract may be incurred and all guarantees of a type Previously Disclosed above to this Section 2.2(tor by the Company or any of its Subsidiaries of any indebtedness of any other person (other than the Company or any of its Subsidiaries) (collectively, except for such indebtedness or guarantees the “Material Contracts”aggregate principal amount of which does not exceed $1,000,000 on an annual basis and excluding trade payables arising in the ordinary course of business), is . (i) legal, valid and binding on None of the Company and the Company or any of its Subsidiaries (x) is, or has received written notice or has Knowledge that any other party to any of its Contracts is, in violation or breach of or default (with or without notice or lapse of time or both) under, or (y) has waived or failed to enforce any rights or benefits under, any Contract to which are it is a party to such contractor any of its properties or other assets is subject, and (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, there has occurred no event has occurred that giving to others any right of termination, amendment or cancellation of (with or without notice or lapse of time or both) any such Contract except for violations, breaches, defaults, waivers or failures to enforce rights or benefits covered by clauses (i) or (ii) above that individually or in the aggregate have not had and would constitute not reasonably be expected to have a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractCompany Material Adverse Effect.

Contracts. Except (a) Section 4.15(a) of the Disclosure Letter sets forth, as Previously Disclosedof the date hereof, neither a true and complete list of the following Contracts to which any Group Company nor any Company Subsidiary is a party to or by which any contracts Group Company or agreements: any of their respective assets are bound (1other than (x) relating to indebtedness any purchase order, work order or quality agreement that, for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any each of the foregoing, but does not modify any material term or condition of, or contain any material term or condition that is not contemplated by or contained in, a Contract disclosed in Section 4.15(a) of the Disclosure Letter or (y) any Company Plan): (i) each Contract pursuant to which the Group Companies, taken as a whole, may be entitled to receive or obligated to pay more than $500,000 in any event excluding fiscal year; (ii) [reserved]; (iii) each Contract that is material to the Business or operation of the Group Companies, taken as a whole, containing (A) any provision limiting the freedom of any Group Company to engage in any line of business or compete with any Person (other than any employee, customer or consultant non-solicitation covenants entered into in the ordinary course of business), (B) any “most-favored nations” pricing provisions or marketing or distribution rights related to any products or territory, (C) any exclusivity provision or (D) any agreement to purchase a minimum quantity of goods or services; (iv) each Contract that is material to the Business or operation of the Group Companies, taken as a whole, that grants to the counterparty any rights of first refusal, first negotiation, first offer or similar right, and each Contract that limits or purports to limit the ability of any Group Company to own, operate, sell, transfer, or otherwise dispose of its material assets; (v) each Contract that governs the formation, creation, governance, economics or control of any joint venture, legal partnership or other similar arrangement, other than with respect to any Contract solely between or among Group Companies; (vi) each Contract relating to capital expenditures and requiring payments after the date of this Agreement in excess of $150,000 pursuant to its express terms and not cancelable without penalty; (vii) each Contract relating to the disposition or acquisition of assets for consideration in excess of $150,000, or assets that are otherwise material to the Business or the Group Companies, taken as a whole, or of any ownership interest in any entity (whether by merger, sale of stock, sale of assets or otherwise); (viii) each Contract pursuant to which any Group Company has indemnification obligations, or purchase price adjustment, earnout or other contingent payment obligations, in each case in connection with any merger or other business combination or any acquisition or disposition of a business or Person; (ix) each Contract relating to any pending business acquisition by any Group Company; (x) each Contract providing for the creation of any mortgages, loans or notes of any Group Company, each indenture, credit agreement, security agreement or other agreement or instrument providing for the creation of Indebtedness for borrowed money of any Group Company, any guaranty provided by any Group Company of any obligation for borrowed money or other guaranty provided by any Group Company and each Contract creating any material Liens, other than Contracts creating Liens of the type, nature and scope contemplated by clauses (ii), (iii), (iv), (v) or (vii) of the definition of Permitted Liens; (xi) each Contract under which a Group Company, directly or indirectly, has made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than a Group Company), in any such case which, individually, is in excess of $150,000, other than (A) trade payables, securities transactions and brokerage agreements arising credit advanced in the ordinary course of business consistent with past practiceor (B) to directors, intercompany indebtedness managers, officers or employees for business and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued travel expenses in the ordinary course of business; (2xii) each Company Real Estate Lease; (xiii) each Contract with any Governmental Authority or any university, college, research institute or other educational or academic institution that constitutes provides for research and development activities involving the creation of any material Intellectual Property rights; (xiv) (A) each license of Company In-Licensed IP (other than any non-exclusive licenses incidental to the primary purpose of commercial agreements, non-disclosure agreements entered into in the ordinary course of business, Off-the-shelf Software and licenses to Open Source Code) and (B) each settlement, co-existence or other Contract that grants any third Person a license or right to use, or restricts any Group Company from filing, enforcing, licensing, using, registering, transferring, disposing of or otherwise exploiting, any Company Owned IP (other than any non-exclusive licenses incidental to the primary purpose of commercial agreements and non-disclosure agreements entered into in the ordinary course of business); (xv) each Contract pursuant to which any material research or development activities are conducted by any Group Company for a third party or by a third party for any Group Company; (xvi) each Contract that is material to the Business or operations of Group Companies, taken as a whole, under which any Group Company has continuing milestone, royalty or similar contingent payment obligations, including upon the achievement of regulatory or commercial milestones or obligation to pay any royalty, dividend or similar payment based on the revenues or profits of any Group Company, in each case, excluding indemnification and performance guarantee obligations provided for in the ordinary course of business; (xvii) each Contract that is not terminable at will with fewer than 60 days’ prior notice (with no penalty or payment) by any Group Company and which expressly provides for payment or receipt by any Group Company after the date of this Agreement of more than $500,000 in the aggregate; (xviii) each collective bargaining agreement or other arrangement similar Contract with any labor organization, union, group or association covering any Business Employee; (3xix) that is a “material contract” within each Contract (A) for the meaning employment of Item 601(b)(10any Business Employee providing such Business Employee with target annual compensation or fees in excess of $350,000, (B) providing for the payment of Regulation S-Kany Cash or other compensation or benefits in connection with or upon the consummation of the Transactions to any Business Employee or otherwise payable by any Group Company, (C) restricting any Group Company’s ability to terminate the employment or services of any Business Employee at any time for any lawful reason or for no reason without penalty or (D) providing for severance or similar termination payments, retention or change in control payments, or for the acceleration of vesting or grant of any incentive equity or similar compensation to any Business Employee or otherwise payable by any Group Company; (4xx) that is each Contract with a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other PersonMaterial Customer; (5xxi) that is each Contract with a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company SubsidiariesMaterial Supplier; (6xxii) limiting the ability of the each “single-source” supply Contract, pursuant to which material goods or services are supplied to any Group Company from an exclusive source that cannot be replaced by one or any of the Company Subsidiaries to engage, more other sources on substantially similar terms and in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Persona reasonably timely manner; (7xxiii) each Contract that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000agreement with any Governmental Authority that imposes any material unpaid monetary or other material ongoing obligation upon any Group Company; (8) that relates to Intellectual Property Rights xxiv) each Contract with (A) Seller or any Affiliate of Seller (other than any Group Company) or (B) any officer or director of Seller or its Affiliates (including the Group Companies) or any Affiliate thereof (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000Group Company);; or (9xxv) that concerns the sale each commitment or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or enter into any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractforegoing.

Contracts. Except as Previously Disclosed, neither (a) The Company has Made Available to AcquisitionCo a correct and complete copy of each of the following written contracts to which the Company nor or any Company Subsidiary of its Subsidiaries is a party to party, or by which the Company or any contracts or agreementsof its Subsidiaries is bound, that are in effect as of the date hereof: (1i) relating any contract (or group of related contracts) involving the performance of services or the purchase of goods, materials or other assets by or to the Company or any of its Subsidiaries, the performance of which will involve (A) annual payments to or from the Company or any of its Subsidiaries of $50,000 or more, or (B) aggregate payments (including termination penalties) to or from the Company or any of its Subsidiaries of $100,000 or more; (ii) any contract concerning a partnership or joint venture; (iii) any contract (or group of related contracts) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, letters or any capitalized lease obligation, in excess of credit$100,000; (iv) any contract concerning noncompetition that limits or otherwise restricts the Company or any of its Subsidiaries or that would, capital lease obligationsafter the Effective Time, obligations secured by a Lien limit or interest rate restrict Parent, AcquisitionCo, the Surviving Corporation or currency hedging agreements any of their respective Affiliates, from engaging or competing in any line of business or in any geographic area, including any contract containing any “radius clause” applicable to markets in which the Company or any of its Subsidiaries has operations; (including guarantees in respect v) any contract relating to collective bargaining or employee association; (vi) any contract for the employment of any individual on a full-time, part-time, consulting, or other basis who is an officer or director of the foregoingCompany or any of its Subsidiaries that provides for annual compensation in excess of $100,000; (vii) any contract under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect; (viii) any contract providing for the sale or exchange of, but in or option to sell or exchange, any event excluding trade payablesmaterial Company Property, securities transactions and brokerage agreements arising in or for the ordinary course purchase or exchange of, or option to purchase or exchange, any real estate; (ix) any contract for the acquisition or disposition, directly or indirectly (by merger or otherwise), of business consistent with past practice, intercompany indebtedness and immaterial leases assets or Equity Interests of another person for telephones, copy machines, facsimile machines and other office equipment) aggregate consideration in excess of $100,000, except for those issued in each case other than in the ordinary course of business; (2x) that constitutes a collective bargaining any license, royalty or other arrangement with contract concerning Intellectual Property (other than shrink-wrap software and databases licensed to the Company or any labor union;of its Subsidiaries under nonexclusive software licenses granted to end-user customers by third parties in the ordinary course of business of such third parties’ businesses), such Company Disclosure Letter indicating, in the case of any such license, whether the Company or any of its Subsidiaries is the licensee or licensor; and (3xi) that is a “material contract” within each written amendment, supplement and modification in respect of any of the meaning of Item 601(b)(10foregoing. (b) Except as set forth in Section 4.14(b) of Regulation S-K; (4) that is a lease or agreement under the Company Disclosure Letter, with respect to each such contract to which the Company or any of the Company its Subsidiaries is lessee ofa party, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of its Subsidiaries is bound, of a type described in Section 4.14(a) and in effect as of the date hereof: (i) the contract is legal, valid, binding, and enforceable against the Company Subsidiaries is lessor ofand/or certain of its Subsidiaries, or permits any Person as applicable, and, to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectivelyknowledge, the “Material Contracts”)other party thereto, is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable effect; (ii) except for any such contract that expires in accordance with its terms and (iii) terms, the contract will continue to be legal, valid, bindingbinding and enforceable against the Surviving Corporation and/or certain of its Subsidiaries, enforceableas applicable, and, to the Company’s knowledge, the other party thereto, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither Effective Time; (iii) neither the Company nor any of the Company its Subsidiaries, nor to the Company’s Knowledgeas applicable, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increasedmaterial breach or default, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse the passage of time or giving of notice would constitute a material breach or default by the Company or any of its Subsidiaries, or permit termination, modification, termination or accelerationacceleration by the other party, under the agreement contract; and (iv) to the Company’s knowledge, no other party to the contract is in material breach or default, and no party thereto event has repudiated any provision occurred that with the passage of time or giving of notice would constitute a material breach or default by such other party, or permit termination or acceleration by the Company or its Subsidiary, under the contract.

Contracts. Except as Previously Disclosed, neither (a) Section 3.13(a) of the Company nor Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each Contract (other than any Company Real Property Lease or Benefit Plan) that is in effect and to which the Company or any Company Subsidiary is a party to or which binds their respective properties or assets, and that falls within any contracts or agreementsof the following categories: (1i) relating any joint venture, partnership, or strategic alliance Contract with a Third Party member that is material to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any the business of the foregoingCompany and the Company Subsidiaries, but taken as a whole, in which the Company or any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of businessCompany Subsidiary owns an Equity Interest; (2ii) any Contract that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which requires aggregate capital expenditures by the Company or any of the Company Subsidiaries is lessee ofin an amount in excess of four million dollars ($4,000,000) per annum individually, other than (A) any purchase order or Contract for supply, inventory or trading stock acquired in the ordinary course of business, or holds or operates(B) any ordinary course Contracts with respect to land acquisitions, any property owned by any other Personland development and construction; (5iii) any settlement, conciliation or similar Contract (A) with any Governmental Entity, (B) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of requires the Company or any of the Company Subsidiaries to engage, pay any monetary consideration of more than four hundred thousand dollars ($400,000) after the date of this Agreement or (C) that would otherwise limit in any material respect, in any line respect the operation of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) Subsidiary (collectivelyor, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each Parent or any of its other affiliates from and after the Closing) as currently operated; (iv) any Contract that contains any covenant limiting in any material respect the ability of the Company or the Company Subsidiaries to engage in any line of business or compete with any Person, in each case, in any geographic area; (v) any Contract (A) that relates to any completed acquisition, divestiture, merger or similar transaction and contains representations, covenants, indemnities or other parties theretoobligations that remain in effect (excluding any transactions solely among the Company and any wholly owned Company Subsidiary) and that are material to the business of the Company and the Company Subsidiaries, have performed taken as a whole, (B) for any pending acquisition, directly or indirectly (by merger or otherwise) of a portion of the assets (other than goods, products or services in all the ordinary course of business) or Equity Interests of any Person for aggregate consideration in excess of two million dollars ($2,000,000) pursuant to which the Company or any Company Subsidiary has continuing “earn-out” or other similar contingent payment obligations following the date hereof in excess of two million dollars ($2,000,000) or (C) that gives any Person the right to acquire any assets of the Company or the Company Subsidiaries (excluding ordinary course commitments to purchase homes, lots, goods, products or services) after the date hereof with a total consideration of more than two million dollars ($2,000,000); (vi) any Contract that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other Contract providing for or securing indebtedness for borrowed money or deferred payment (in each case, whether incurred, assumed, guaranteed or secured by any asset) in an outstanding principal amount in excess of one million dollars ($1,000,000), other than any such contract between the Company or any Company Subsidiary, on the one hand, and any other Company Subsidiary, on the other hand; (vii) any Contract for (A) the sale of any land parcels (whether or not developed) of the Company or a Company Subsidiary with a purchase price in excess of four million dollars ($4,000,000) (other than individual home sales in the ordinary course of business), (B) the purchase of any land parcels (whether or not developed) of the Company or a Company Subsidiary or (C) the option to purchase any land parcels (whether or not developed) of the Company or a Company Subsidiary, in the case of clauses (B) and (C), with a total purchase price for the land parcels subject thereto in excess of eight million dollars ($8,000,000) (other than individual home sales in the ordinary course of business); and (viii) any material respects all Contract (A) pursuant to which the Company or any Company Subsidiary receives a license to use any material obligations required Intellectual Property that is used in the business (other than licenses for “off-the-shelf” or other software widely available on generally standard terms and conditions) or (B) pursuant to be performed by them under each which the Company or any Company Subsidiary grants to a third party a license to use any material Company Intellectual Property. Each Contract of the type described in this Section 3.13(a) is referred to herein as a “Company Material Contract.” True and complete copies of each Company Material Contract in effect as of the date hereof have been made available to Parent (including pursuant to agreed-upon procedures to protect competitively sensitive information) or publicly filed with the SEC. (b) Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Company Material Contract is a legal, valid, binding and enforceable obligation of the Company or the Company Subsidiary party thereto and is in full force and effect (except as may be limited by the Enforceability Exceptions) and (ii) none of the Company, any Company Subsidiary or, to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material any counterparty is in breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractCompany Material Contract.

Contracts. Except as Previously Disclosedset forth in the Disclosure Letter, neither the Company nor any Company Subsidiary is of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities, in each case as of the date of this Agreement, under any of the following (each, a party to any contracts or agreements:“Material Contract”): (1a) any Contract relating to indebtedness Intellectual Property that is material to the Company and its Subsidiaries, taken as a whole; (b) any Contract that would be required to be filed or furnished by the Company pursuant to Item 19 and paragraph 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (c) any Contract involving payments by the Company or any of its Subsidiaries in excess of US$7 million in the aggregate under each such Contract; (d) any Contract, including any distribution agreements, containing covenants directly or explicitly limiting in any material respect the freedom of the Company and its Subsidiaries as a whole to compete in any geographic area, industry or line of business or with any Person or to offer any of its products or services, or any material exclusivity agreement relating to Intellectual Property, business opportunity or any resources or assets of the Company or any of its Subsidiaries; (e) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for borrowed money, letters the borrowing of credit, capital lease obligations, obligations secured by money or pledging or granting a Lien or security interest rate or currency hedging agreements (including guarantees in respect of any an aggregate amount of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of businessUS$5 million or more; (2f) that constitutes a collective bargaining share or stock redemption or purchase agreements or other arrangement agreements affecting or relating to the share capital of the Company or any of its Subsidiaries, including, without limitation, any agreement with any labor unionshareholder of the Company or any of its Subsidiaries which includes, without limitation, anti-dilution rights, voting arrangements or operating covenants; (3g) any royalty or dividend arrangement that is a “involves the payment by the Company of more than US$4 million annually based on the revenues or profits of the Company or any of its Subsidiaries or based on the revenues or profits derived from any material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4h) that is a lease any material acquisition, merger, asset purchase or agreement other similar agreement; (i) any Contract under which the Company or any of the Company its Subsidiaries is lessee ofhas granted any Person any registration rights, or holds any right of first refusal, first offer or operates, first negotiation with respect to any property owned by Securities or securities of any other PersonSubsidiaries of the Company; (5j) any Contract relating to the formation, creation, operation, management or control of any partnership, joint venture, limited liability company or similar arrangement; or (k) any Contract that is contains a lease put, call or agreement under similar right pursuant to which the Company or any of the Company its Subsidiaries is lessor ofcould be required to purchase or sell, or permits any Person to hold or operateas applicable, any property owned or controlled by the Company or equity interests of any Person. Each of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that Material Contracts is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and effect, is enforceable in accordance with its terms terms, subject to the Bankruptcy and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction DocumentsEquity Exception. Neither the Company nor any of the Company Subsidiariesits Subsidiaries has violated or breached, nor or committed any default under, any Material Contract, and, to the Company’s Knowledgeknowledge, no other Person has violated or breached, or committed any other party thereto is in default under any Material Contract, except for violations, breaches or defaults which would not, individually or in the aggregate, in each case, reasonably be expected to have a Material Adverse Effect. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of To the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company’s knowledge, no event has occurred occurred, and no circumstance or condition exists, that (with or without notice or lapse of time or both) would constitute reasonably be expected to: (A) result in a material violation or breach or of any of the provisions of any Material Contract, (B) give any Person the right to declare a default or permit terminationexercise any remedy under any Material Contract, modification(C) give any Person the right to accelerate the maturity or performance of any Material Contract or (D) give any Person the right to cancel, terminate or accelerationmodify any Material Contract, under the agreement and no party thereto has repudiated any provision of such contractexcept, in each case, as would not reasonably be expected to have a Material Adverse Effect.

Contracts. Except as Previously DisclosedSet forth in Sections 2.13, neither 2.14, 2.15 and 2.16 of the Company nor Disclosure Letter are the following contracts to which the Company or any Company Subsidiary of its subsidiaries is a party or by which any of them is bound (collectively, together with all contracts referred to in Sections 2.16, 2.20(c), 2.25 and 2.28, the (“Company Material Contracts”) (i) contracts between any current officer, director or stockholder of the Company or any Affiliate thereof on the one hand, and the Company or any subsidiary thereof on the other hand; (ii) contracts under which any employee of the Company or agreements: (1) relating any of its subsidiaries is entitled to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements receive annual payments (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions salary and brokerage agreements arising in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipmentbonuses) in excess of $100,000, except for those issued in the ordinary course of business; ; (2iii) contracts that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which restrict the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, its subsidiaries from competing in any line of business or to compete, whether by restricting territories, customers or otherwise, or with any person in any geographical area; (iv) contracts entitling any person to change in control or other material respectseverance payments; (v) indentures, with credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money, other than any Person; such document or agreement between the Company and a subsidiary of the Company or among subsidiaries of the Company; (7vi) that is a settlement, conciliation contracts involving the sale or similar agreement, the performance purchase of which will involve payment after the Closing Date of consideration goods or service in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to 500,000 in any year or $5,000,000 over the life of such Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or Material Contract; joint venture; , partnership and similar agreements; (11viii) involving aggregate consideration liability contracts with respect to capital expenditures or commitments for such expenditures in excess of $100,000 500,000; (ix) contracts providing for payments in excess of $500,000 from the United States Government or any prime contractor of the United States Government over the life of such Company Material Contract; and which(x) all other agreements, contracts or instruments entered into outside of the ordinary course of business or which are material to the Company and its subsidiaries taken as a whole. The Company has delivered or made available to Purchaser true and correct copies of all such Company Material Contracts. All such Company Material Contracts are the legal, valid and binding obligations of the Company and/or its subsidiaries enforceable against the Company or such subsidiary, and, to the knowledge of the Company, against the other parties to the Company Material Contracts, in accordance with their respective terms, subject, in each case, cannot be cancelled by to the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to Enforceability Exceptions. Neither the Company or any of its subsidiaries nor, to the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation knowledge of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto thereto, is in material violation of or in material default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documentsin respect of, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiarieshas there occurred an event or condition, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse the passage of time or giving of notice (or both), would constitute a material breach or default under or permit terminationthe termination of, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractCompany Material Contract.

Contracts. Except (a) As of the date of this Agreement, except as Previously Disclosedset forth in Section 3.11(a) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary of its Subsidiaries is a party to any contracts or agreementsbound by any: (1i) relating “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act), whether or not filed by the Company with the SEC; (ii) employment or consulting Contract (in each case with respect to indebtedness which the Company has continuing obligations as of the date hereof) with any current or former (x) executive officer of the Company, (y) member of the Company Board, or (z) Company Employee providing for borrowed moneyan annual base salary in excess of $50,000; (iii) Contract providing for indemnification or any guaranty by the Company or any Subsidiary thereof, letters of creditin each case that is material to the Company and its Subsidiaries, capital lease obligationstaken as a whole, obligations secured other than (x) any guaranty by the Company or a Lien or interest rate or currency hedging agreements (including guarantees in respect Subsidiary thereof of any of the foregoing, but in obligations of (A) the Company or another wholly owned Subsidiary thereof or (B) any event excluding trade payables, securities transactions and brokerage agreements arising Subsidiary (other than a wholly owned Subsidiary) of the Company that was entered into in the ordinary course of business consistent pursuant to or in connection with past practicea customer Contract, intercompany indebtedness and immaterial leases or (y) any Contract providing for telephones, copy machines, facsimile machines and indemnification of customers or other office equipment) in excess of $100,000, except for those issued Persons pursuant to Contracts entered into in the ordinary course of business; (2iv) Contract that constitutes purports to limit in any material respect the right of the Company or any of its Subsidiaries (or, at any time after the consummation of the Merger, Parent or any of its Subsidiaries) (x) to engage in any line of business, or (y) to compete with any Person or operate in any geographical location; (v) Contract relating to the disposition or acquisition, directly or indirectly (by merger or otherwise), by the Company or any of its Subsidiaries after the date of this Agreement of assets with a fair market value in excess of $50,000; (vi) Contract that contains any provision that requires the purchase of all of the Company’s or any of its Subsidiaries’ requirements for a given product or service from a given Third Party, which product or service is material to the Company and its Subsidiaries, taken as a whole; (vii) Contract that obligates the Company or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party or upon consummation of the Merger will obligate Parent, the Surviving Corporation or any of their respective Subsidiaries to conduct business on an exclusive or preferential basis with any Third Party; (viii) Contracts relating to Indebtedness for borrowed money or any guarantee of any Indebtedness for borrowed money (other than in respect of Indebtedness for borrowed money of a wholly owned Subsidiary of the Company) or loans or other advances to any Person in excess of $50,000; (ix) Contracts where the Company or any of its Subsidiaries has received or expects to receive $50,000 or more in revenues pursuant to such agreements in the current fiscal year; (x) Contracts with respect to the receipt of any goods and services involving a payment of $50,000 or more per annum; (xi) Employee collective bargaining agreement or other arrangement Contract with any labor union; (3xii) Joint venture, alliance, partnership or limited liability company agreements or similar Contracts relating to the formation, creation, operation, management or control of any joint venture, alliance, partnership or limited liability company that (A) is a “material contract” within to the meaning Company, any of Item 601(b)(10its Subsidiaries or any of its Subsidiaries; (B) is material to any investment in, or other commitment to, any Related Entity of Regulation S-Kthe Company; or (C) would reasonably be expected to require the Company or its Subsidiaries to make expenditures in excess of $50,000 or more in the current fiscal year; (4xiii) Contract which is not otherwise described in clauses (i)-(xii) above that is material to the Company and its Subsidiaries, taken as a lease whole; or (xiv) Contracts material to the Company’s or agreement under any of its Subsidiaries' Intellectual Property owned or used by the Company or any of its Subsidiaries. (b) All Contracts to which the Company or any of the Company its Subsidiaries is lessee of, a party to or holds or operates, any property owned bound by any other Person; (5) that is a lease or agreement under which the Company or any as of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any date of this Agreement that are of the type described in clause (a) above are referred to herein as the “Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and whichMaterial Contracts.” Except, in each case, canas has not, and would not reasonably be cancelled by expected to have, individually or in the aggregate, a Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedgeMaterial Adverse Effect, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, all Company Material Contracts are valid and binding on the Company and and/or the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any relevant Subsidiary of the Company Subsidiariesthat is a party thereto and, nor to the Company’s Knowledge, any each other party thereto is thereto, subject to the Bankruptcy and Equity Exception, (ii) all Company Material Contracts are in default under any Material Contract. No benefits under any Material Contract will be increasedfull force and effect, and no vesting of any benefits under any Material Contract will be accelerated, by (iii) the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have its Subsidiaries has performed in all material respects all material obligations required to be performed by them under the Company Material Contracts to which they are parties, (iv) to the Company’s Knowledge, each other party to a Company Material Contract has performed all material obligations required to be performed by it under such Company Material Contract and (v) no party to any Company Material Contract has given the Company or any of its Subsidiaries written notice of its intention to cancel, terminate, change the scope of rights under or fail to renew any Company Material Contract and neither the Company nor any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to any Company Material Contract, and to has repudiated in writing any material provision thereof. Since January 1, 2013, neither the Company nor any of its Subsidiaries has Knowledge of, or has received written notice of, any violation of or default under (or any condition which with the Company, no event has occurred that with notice or lapse passage of time or the giving of notice would constitute cause such a material breach violation of or default under or permit termination, modificationmodification or acceleration under) any Company Material Contract or any other Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or accelerationany of their respective material properties or assets is bound, under except for violations or defaults that are not, individually or in the agreement and no party thereto has repudiated any provision of such contractaggregate, reasonably likely to result in a Company Material Adverse Effect.

Contracts. Except as Previously Disclosed, neither (a) Section 3.16 of the Company nor Disclosure Letter lists, as of the date of this Agreement, each Contract (other than any Company Subsidiary Plan) of the following types to which the Company or any of its Subsidiaries is a party to or by which any contracts of their respective properties or agreementsassets is bound: (1i) any Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K; (ii) any Contract that (A) limits the ability of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any geographic area, or (B) restricts the right of the Company and its Subsidiaries to sell to or purchase from any Person or to hire any Person, in each case, in a manner that is material to the business of the Company and its Subsidiaries, taken as a whole; (iii) any Contract that grants the other party or any third Person “most favored nation” status or any type of special discount rights, in each case, that is material to the business of the Company and its Subsidiaries, taken as a whole; (iv) any Contract with respect to the formation, creation, operation, management or control of a joint venture, partnership or other similar agreement or arrangement; (v) any Contract relating to indebtedness Indebtedness (other than such Contracts solely between or among the Company and its Subsidiaries) and having an outstanding principal amount in excess of $25,000,000; (vi) any Contract involving the acquisition or disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests for borrowed money, letters aggregate consideration (in one or a series of credit, capital lease obligations, obligations secured by a Lien transactions) under such Contract of $25,000,000 or interest rate more (other than acquisitions or currency hedging agreements (including guarantees in respect dispositions of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising inventory in the ordinary course of business consistent with past practice, intercompany indebtedness ) and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in under which the ordinary course of businessCompany or its Subsidiaries have a continuing obligation or liability; (2vii) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under Contract pursuant to which the Company or any of the Company its Subsidiaries is lessee ofhas continuing indemnification, guarantee, “earn-out” or holds other contingent payment obligations (other than indemnification or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled guarantee obligations contained in commercial Contracts entered into by the Company or any of its Subsidiaries in the Company Subsidiariesordinary course of business consistent with past practice), in each case, that could result in payments in excess of $15,000,000; (6viii) limiting any Contract not entered into in the ability ordinary course of business between the Company or any of its Subsidiaries, on the Company Subsidiaries to engageone hand, in and any material respect, in Affiliate thereof other than any line Subsidiary of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Personthe Company; (7ix) any Government Contract that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company and its Subsidiaries, taken as a whole; or (x) any Contract with a Top Supplier or Top Customer that by its terms calls for aggregate payment or receipt by the Company and its Subsidiaries under such Contract of more than $15,000,000 over the remaining term of such Contract (including for any capital commitment, loan or expenditure). Each contract of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is described in clauses (i) legal, through (x) is referred to herein as a “Company Material Contract.” (b) (i) Each Company Material Contract is valid and binding on the Company or its Subsidiaries, as applicable, and, to the knowledge of the Company, each other party thereto, and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue terms, except where the failure to be legal, valid, binding, enforceable, enforceable and in full force and effect effect, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on identical terms following the consummation Company and to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity; (ii) the Company and each of its Subsidiaries, and, to the knowledge of the transactions contemplated Company, each other party thereto, has performed all obligations required to be performed by it under each Company Material Contract, except where any noncompliance, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; and (iii) there is no default under any Company Material Contract by the Transaction DocumentsCompany or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto, and no event or condition has occurred that constitutes, or, after notice or lapse of time or both, would constitute, a default on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any such Company Material Contract, nor has the Company or any of its Subsidiaries received any notice of any such default, event or condition, except where any such default, event or condition, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company; provided, however, that the foregoing is without limitation to the provisions of subsection (c) of this Section 3.16. The Company has made available to Parent true and complete copies of all Company Material Contracts, including all amendments thereto. (c) Neither the Company nor any of the its Subsidiaries has received any unresolved written notices seeking (i) to excuse a third party’s non-performance, or delay a third party’s performance, under existing Company SubsidiariesMaterial Contracts due to interruptions caused by COVID-19 (through invocation of force majeure or similar provisions, nor or otherwise) or (ii) to the Company’s Knowledge, modify in any other party thereto is in default under material respect any Material Contract. No benefits under any Company Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and due to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractCOVID-19.

Contracts. Except as Previously Disclosed, neither (a) SCHEDULE 3.08(A) to the Company nor any Disclosure Schedule and the Company Subsidiary is SEC Documents contain a party complete and accurate list, and the Company has delivered or made available to any contracts or agreementsVeeco true and complete copies (or, in the case of oral Contracts, summaries), of: (1i) relating to indebtedness for borrowed money, letters each Contract that is executory in whole or in part and involves performance of credit, capital lease obligations, obligations secured services or delivery of goods or materials by a Lien the Company or interest rate any other Acquired Corporation of an amount or currency hedging agreements value in excess of $250,000; (including guarantees ii) each Contract that is executory in respect of any of the foregoing, but whole or in any event excluding trade payables, securities transactions part and brokerage agreements arising was not entered into in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and that involves expenditures or receipts of the Company or any other office equipment) Acquired Corporation in excess of $100,000250,000; (iii) each lease, rental or occupancy agreement, license agreement, installment and conditional sale agreement, and any other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property of any Acquired Corporation (except for those issued personal property leases and installment and conditional sales agreements having a value per item or annual payments of less than $175,000); (iv) other than licensing agreements entered into in connection with product sales in the ordinary course of the Company's or the other Acquired Corporations' business, each material licensing agreement or any other material Contract with respect to patents, trademarks, copyrights or other Intellectual Property, including material Contracts with current or former employees, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property; (2v) that constitutes a each collective bargaining agreement and any other Contract to or other arrangement with any labor unionunion or other employee representative of a group of employees of any Acquired Corporation; (3vi) that is each joint venture, partnership and any other material Contract (however named) involving a “material contract” within the meaning sharing of Item 601(b)(10) of Regulation S-K; (4) that is a lease profits, losses, costs or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned liabilities by an Acquired Corporation with any other Person; (5vii) each Contract containing covenants that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, way purport to restrict the business activity of an Acquired Corporation or limit the freedom of an Acquired Corporation to engage in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, compete with any Person; (7viii) each Contract providing for material payments to or by any Person based on sales, purchases or profits, other than direct payments for goods; (ix) each power of attorney that is a settlement, conciliation currently effective and outstanding granted by and relating to an Acquired Corporation; (x) each Contract that contains or similar agreement, the performance of which will involve payment after the Closing Date of consideration provides for an express undertaking by an Acquired Corporation to be responsible for consequential damages; (xi) each Contract that is executory in whole or in part and involves capital expenditures by an Acquired Corporation in excess of $100,000250,000; (8) that relates xii) each written warranty, guaranty and/or other similar undertaking with respect to Intellectual Property Rights (contractual performance extended by an Acquired Corporation other than a license granted to in the Company for commercially available software licensed on standard terms with a total replacement cost ordinary course of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13xiii) each Contract with any other contractemployee, agreement director or understanding material to the Company or any officer of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractan Acquired Corporation.

Contracts. Except (a) The Company has made available to Parent true, correct and complete copies, as Previously Disclosedof the date of this Agreement, neither of the following Contracts to which the Company nor or any of its Subsidiaries is a party: (i) each “material contract” (as such term is defined in Item 10.C and in Instructions As To Exhibits of Form 20-F) to which the Company Subsidiary or any of its Subsidiaries is a party to any contracts or agreements:bound; (ii) each Contract not contemplated by this Agreement that limits the ability of the Company or any of its Subsidiaries or Affiliates to engage in or compete with any line of business in any location or with any Person in any material manner; (iii) each Contract that creates a partnership, joint venture or any strategic alliance with respect to the Company or any of its Subsidiaries; (iv) each employment, consulting, services or similar Contract with any employee or independent contractor of the Company or any of its Subsidiaries involving more than $500,000 of annual compensation; (v) each indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or Contract providing for Indebtedness individually in excess of $10,000,000; (vi) each Contract entered into since January 1) relating , 2024 that relates to indebtedness for borrowed moneythe acquisition or disposition, letters of creditdirectly or indirectly, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any business (whether by merger, amalgamation, sale of the foregoingstock, but in sale of assets or otherwise) or any event excluding trade payablesmaterial assets, securities transactions and brokerage agreements arising including any vessel (other than (A) this Agreement or (B) acquisitions or dispositions of supplies, inventory, merchandise or products (other than vessels) in the ordinary course of business consistent with past practiceor that are obsolete, intercompany indebtedness worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries), including also any such Contract whenever entered into that includes provisions that remain in effect in respect of “earn-outs” or deferred or contingent consideration; (vii) each ship-sales, memorandum of agreement, bareboat charter, or other vessel acquisition Contract entered into since January 1, 2024 for Newbuildings and immaterial leases secondhand vessels contracted for telephones, copy machines, facsimile machines by the Company or any of its Subsidiaries (other than Company Owned Vessels) and other office equipmentContracts entered into since January 1, 2024 with respect to Newbuildings of the Company or any of its Subsidiaries and the financing thereof, including performance guarantees, counter guarantees, refund guarantees, supervision agreements and plan verification services agreements; (viii) in excess each pool agreement, management agreement, crewing agreement or financial lease (including sale/leaseback or similar arrangements) with respect to any Company Vessel; (ix) any Contract with a Third Party for the charter of $100,000, except any Company Vessel; (x) each collective bargaining agreement or other Contract with a labor union to which the Company or any of its Subsidiaries is a party or otherwise bound; (xi) each Contract that provides for those issued indemnification by the Company or any of its Subsidiaries to any Person other than a Contract entered into in the ordinary course of business; (2xii) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under each Contract pursuant to which the Company or any of its Subsidiaries spent or received, in the Company Subsidiaries is lessee ofaggregate, more than $2,500,000 during the twelve (12) months prior to the date hereof or holds could reasonably be expected to spend or operatesreceive, any property owned by any other Personin the aggregate, more than $2,500,000 during the twelve (12) months immediately after the date hereof; (5xiii) that is a lease or agreement under each Contract to which the Company or any of the Company its Subsidiaries is lessor of, a party or permits any Person to hold otherwise bound that contains a so-called “most favored nations” provision or operate, any property owned or controlled by similar provisions requiring the Company or its Affiliates to offer to a Person any of the Company Subsidiaries;terms or conditions that are at least as favorable as those offered to one or more other Persons; and (6xiv) limiting the ability each Contract involving a standstill or similar obligation of the Company or any of its Subsidiaries. (b) Except as set forth on Section 4.15(b) of the Company Subsidiaries Disclosure Letter or would not reasonably be expected to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of and its Subsidiaries, taken as a type Previously Disclosed above to this Section 2.2(t) (collectivelywhole, the “Material Contracts”), is (i) legal, valid and binding on each of the Company and the Company Subsidiaries which are a party to such contract, (ii) Material Contracts is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated by the Transaction Documents. Neither with respect to the Company nor any of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default under any Material Contract. No benefits under any Material Contract will be increased, and no vesting of any benefits under any Material Contract will be accelerated, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company its Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions and except for any Material Contracts that have performed expired or been terminated after the date hereof in all material respects all material obligations required to be performed by them under each Material Contractaccordance with its terms, and (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the CompanyCompany any other party to a Material Contract, no event has occurred that violated any provision of, or taken or failed to take any act which, with notice or without notice, lapse of time time, or both, would constitute a material breach or default or permit termination, modificationunder, or accelerationgive rise to any right of cancellation or termination of or consent under, such Material Contract, and neither the Company nor any of its Subsidiaries has received written notice that it has breached, violated or defaulted under the agreement and no party thereto has repudiated any provision of such contractMaterial Contract.

Contracts. Except (a) Schedule 4.14(a) sets forth a true, complete and accurate list, as Previously Disclosedof the date of this Agreement, neither of all of the following Contracts as amended to date which are currently in effect (collectively, “Material Contracts”): (i) all Contracts that require annual payments or expenses incurred by, or annual payments or income to, the Company nor any Company Subsidiary is a party to any contracts Group of US$200,000 or agreements: more (1) relating to indebtedness for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions other than standard purchase and brokerage agreements arising sale orders entered into in the ordinary course of business consistent with past practicepractices) including sales, intercompany indebtedness advertising, agency, sales promotion, market research, marketing or similar contracts; (ii) each Contract with any current employee of the Company Group (A) which has continuing obligations for payment of an annual compensation of at least US$200,000, and immaterial leases which is not terminable for telephonesany reason or no reason upon reasonable notice without payment of any penalty, copy machines, facsimile machines and severance or other office equipmentobligation; (B) providing for severance or post-termination payments or benefits to such employee in excess of $100,000, except for those issued in the ordinary course of business; US$60,000 (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company Subsidiaries; (6) limiting the ability of the Company or any of the Company Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation than COBRA obligations or similar agreement, the performance of which will involve requirements under applicable local Law); or (C) providing for a payment after the Closing Date of consideration or benefit in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following US$60,000 upon the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement or as a result of a change of control of the Transaction DocumentsCompany; (iii) all Contracts creating a joint venture, strategic alliance, limited liability company or partnership arrangement to which a member of the Company Group is a party; (iv) all Contracts relating to any acquisitions or dispositions of assets of value in excess of US$100,000 by the Company Group (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practices); (v) all IP Contracts, separately identifying all such IP Contracts under which the Company is obligated to pay royalties thereunder and all such IP Contracts under which the Company is entitled to receive royalties thereunder; (vi) all Contracts limiting the freedom of the Company Group to compete in any line of business or industry, with any Person or in any geographic area; (vii) all Contracts providing for guarantees, indemnification arrangements and other hold harmless arrangements made or provided by the Company, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations, other than Standard Contracts; (viii) all Contracts with or pertaining to the Company Group to which any Affiliate of the Company Group is a party, other than any Contracts relating to such Affiliate’s status as a Company Securityholder or Contracts entered into on arms’ length terms by which any Company Group company provides goods or services to any other Company Group company; (ix) all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which the Company Group holds a leasehold interest (including the Lease) and which involve payments to the lessor thereunder in excess of US$200,000 per year; (x) all Contracts creating or otherwise relating to outstanding Indebtedness (other than intercompany Indebtedness) in the aggregate that are valued at US$250,000 or greater; (xi) all Contracts relating to the voting or control of the equity interests of the Company Group or the election of directors of the Company Group (other than the organizational or constitutive documents of the Company Group); (xii) all Contracts not cancellable by the Company Group with no more than ninety (90) days’ notice if the effect of such cancellation would result in monetary penalty to the Company Group in excess of US$200,000 per the terms of such Contract; (xiii) all Contracts that may be terminated, or the provisions of which may be altered, as a result of the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement and which constitute Material Contracts as defined by the other subsections of this Section 4.14(a); (xiv) all Contracts under which any of the benefits, compensation or payments (or the vesting thereof) will be increased or accelerated by the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement, or the amount or value thereof will be calculated on the basis of, the transactions contemplated by this Agreement or any Ancillary Agreement; and (xv) all collective bargaining agreements or other agreement with a labor union, labor organization or works council or other representative of a group of employees. (b) Each Material Contract is (i) a valid and binding agreement, (ii) in full force and effect and (iii) enforceable by and against the Company Group and, to the Company’s Knowledge, each counterparty that is party thereto, subject, in the case of this clause (iii), to the Enforceability Exceptions. Neither the Company nor any of the Company SubsidiariesGroup nor, nor to the Company’s Knowledge, any other party thereto to a Material Contract is in material breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract. No benefits The Company Group has not assigned, delegated or otherwise transferred any of its rights or obligations under any Material Contract will be increasedor granted any power of attorney with respect thereto. (c) The Company Group is in compliance in all material respects with all covenants, including all financial covenants, in all notes, indentures, bonds and no vesting of other instruments or Contracts establishing or evidencing any benefits under any Material Contract will be accelerated, by the occurrence of any Indebtedness. The consummation and closing of the transactions contemplated by the Transaction Documents, nor will the value this Agreement shall not cause or result in an event of any of the benefits default under any Material Contract be calculated on the basis of instruments or Contracts establishing or evidencing any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractIndebtedness.

Contracts. (a) Except as Previously Disclosedfiled as an exhibit to a Company SEC Document prior to the date of this Agreement, neither and except for the Company nor any Benefit Plans, each of the following contracts, agreements or arrangements are set forth in Section 3.18(a) of the Company Subsidiary is a party to any contracts or agreementsDisclosure Letter: (1i) any agreement relating to indebtedness for borrowed moneythe borrowing of money or the extension of credit (other than agreements among direct or indirect wholly owned Company Subsidiaries, letters of credit, capital lease obligations, obligations secured by a Lien and other than any agreements that generate trade payables or interest rate or currency hedging agreements (including guarantees in respect of any of the foregoing, but in any event excluding trade payables, securities transactions and brokerage agreements arising other accounts payable in the ordinary course of business consistent with past practice); (ii) any joint venture, intercompany indebtedness and immaterial leases partnership, limited liability company or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture; (iii) any agreement or series of related agreements, including any option agreement, entered into after January 1, 2010 or not yet consummated, relating to the acquisition or disposition of any material business or material real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which the Company or any Company Subsidiary (or, after the Effective Time, the Surviving Corporation or its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business in which the Company is currently engaged including any covenant not to compete, or that could require the disposition of any material assets or line of business of the Company or any Company Subsidiary; (v) any agreement providing for telephonesthe production by the Company or any Company Subsidiary of any product on an exclusive or requirements basis or the purchase by the Company or any Company Subsidiary of any product on an exclusive or output basis, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued each case not entered into in the ordinary course of businessbusiness consistent with past practice; (2vi) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “material contract” within the meaning of (as such term is defined in Item 601(b)(10) of Regulation S-KK of the SEC), other than Company Benefit Plans; (4vii) any agreement or series of related agreements entered into after January 1, 2010 or not yet consummated that is involve expenditures or receipts of the Company or any Company Subsidiary in excess of $50,000 individually or $100,000 in the aggregate for a lease or series of related agreements per year, in each case, that are not entered into in the ordinary course of business consistent with past practice; (viii) any agreement under by which the Company or any Company Subsidiary licenses or otherwise obtains the right to use material Intellectual Property rights or trade secrets of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Person; Person (5other than licenses for readily available commercial software) that is a lease or agreement under by which the Company or any Company Subsidiary is restricted in its right to use or register, or licenses or otherwise permits any other Person to use, enforce, or register any material Company Owned Intellectual Property or trade secrets; or (ix) any agreement the termination or breach of which would reasonably be expected to result in a Material Adverse Effect on the Company. (b) The agreements, arrangements and plans that are required to be set forth in Section 3.18(a) of the Company Subsidiaries is lessor ofDisclosure Letter, or permits any Person that would be required to hold or operate, any property owned or controlled by be set forth but for the filing thereof as exhibits to the Company SEC Documents, are referred to herein as the “Company Contracts.” Except with respect to matters that, individually or any of in the aggregate, have not resulted in and would not reasonably be expected to result in a Material Adverse Effect on the Company, each Company Subsidiaries; (6) limiting the ability Contract is a valid and binding agreement of the Company or any a Company Subsidiary, as the case may be, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of the Company Subsidiaries general applicability relating to engage, or affecting creditors’ rights and to general equity principles (regardless of whether such enforceability is considered in any material respect, in any line of business a proceeding at equity or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any of the Company Subsidiaries or their respective operations. Each Contract of a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”law), is (i) legal, valid and binding on the Company and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceableeffect, and in full force and effect on identical terms following the consummation none of the transactions contemplated by Company, any Company Subsidiary or, to the Transaction Documents. Neither the Company nor any knowledge of the Company Subsidiaries, nor to the Company’s Knowledge, any other party thereto is in default or breach in any material respect under the terms of any such Company Contract; and since January 1, 2010, neither the Company nor any Company Subsidiary, as the case may be, has waived any material right or relinquished any material benefit under any Material such Company Contract. No benefits under any Material Contract will be increased, ; and no vesting event has occurred, which, after the giving of any benefits under any Material Contract will be acceleratednotice, with lapse of time, or otherwise, would constitute a material default by the occurrence of Company or any of the transactions contemplated by the Transaction DocumentsCompany Subsidiary or, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge knowledge of the Company, any other party under such Company Contract. True, correct and complete copies of each of the other parties thereto, such Company Contract (including all modifications and amendments thereto and waivers thereunder) have performed in all material respects all material obligations required been made available to be performed by them under each Material Contract, and to the Knowledge of the Company, no event has occurred that with notice or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, under the agreement and no party thereto has repudiated any provision of such contractParent.

Contracts. Except as Previously Disclosed, neither Section 5.12 of the Disclosure Schedule sets forth a complete and accurate list of all of the following Contracts to which any Transferred Company nor any Company Subsidiary is a party to any contracts or agreementsby which it is bound: (1a) relating to indebtedness Contracts for borrowed money, letters of credit, capital lease obligations, obligations secured by a Lien or interest rate or currency hedging agreements (including guarantees in respect the sale of any of the foregoing, but in assets of any event excluding trade payables, securities transactions and brokerage agreements arising Transferred Company other than in the ordinary course of business consistent with past practiceor for the grant to any Person of any preferential rights to purchase any of such assets other than in the ordinary course of business, intercompany indebtedness and immaterial leases in each case for telephones, copy machines, facsimile machines and other office equipment) consideration in excess of $100,0001,000,000; (b) Contracts for joint ventures, except partnerships or sharing of profits or proprietary information; (c) Contracts containing covenants not to compete in any line of business or with any Person in any geographical area; (d) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) of any operating business or material assets or the capital stock of any other Person for those issued consideration in excess of $2,000,000, other than any such acquisitions in the ordinary course of business or reflected in the capital expenditure budget information provided to Parent; (e) outstanding Contracts of Indebtedness or guaranty or surety of material Indebtedness or indemnification of any amount in excess of $500,000, other than in the ordinary course of business; (2f) that constitutes a collective bargaining any Contract under which any Transferred Company has advanced or other arrangement with loaned any labor unionamount to any of its directors, officers and employees; (3g) that is a “any material contract” within Contracts between any of the meaning Transferred Companies, on the one hand, and ED&F or any Affiliate of Item 601(b)(10) of Regulation S-KED&F, on the other hand; (4h) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessee of, or holds or operates, any property owned by any other Personcollective bargaining Contracts; (5i) that is a lease Contracts outside the ordinary course of business for the storage, treatment, disposal, investigation or agreement under which the Company or any remediation of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company SubsidiariesHazardous Substances; (6j) limiting the ability Contracts providing for indemnification of the Company any officer or director of a Transferred Company, other than any existing directors’ and officers’ insurance policy and as provided in organizational documents of the Company Subsidiaries to engageany such company, as currently in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person;effect; and (7k) other Contracts (other than those listed in clauses (a) through (j) of this Section 5.12 and other than the Employment Contracts) (A) with a term longer than 180 days from the date hereof that is a settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration payments by any Transferred Company in excess of $100,000; 1,000,000 per year; or (8) that relates to Intellectual Property Rights (other than a license granted to the Company for commercially available software licensed on standard terms B) with a total replacement cost of term less than $100,000); one (91) year from the date hereof that concerns the sale or acquisition of involve payments by any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability Transferred Company in excess of $100,000 and which1,000,000, that are not terminable without premium or penalty on less than 30 days’ notice, in each case, cannot be cancelled such Contracts that are related primarily to a business included in the Business. Except as set forth in Section 5.12 of the Disclosure Schedule, and assuming due authorization, execution and delivery by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedgeother parties thereto, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertaking; and (13) any other contract, agreement or understanding material to the Company or any each Contract listed in Section 5.12 of the Disclosure Schedule, each Employment Contract, each Lease listed in Section 5.9(a) of the Disclosure Schedule and each material Contract pertaining to Intellectual Property to which a Transferred Company Subsidiaries or their respective operations. Each Contract of is a type Previously Disclosed above to this Section 2.2(t) (collectively, the “Material Contracts”), party is (i) legal, valid and is binding on the each Transferred Company party thereto and, to ED&F’s Knowledge, each other party thereto and the Company Subsidiaries which are a party to such contract, (ii) is in full force and effect and enforceable effect. Except as set forth in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation Section 5.12 of the transactions contemplated by the Transaction Documents. Neither the Disclosure Schedule, no Transferred Company nor any of the Company Subsidiariesnor, nor to the CompanyED&F’s Knowledge, any other party thereto is in default or breach in any material respect under the terms of, nor has any Material Contract. No benefits under Transferred Company received any Material Contract will be increased, and no vesting notice of any benefits under material default or breach under, any Material such Contract will be acceleratedor Lease, by the occurrence of any of the transactions contemplated by the Transaction Documentsand, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each Material Contract, and to the Knowledge of the CompanyED&F’s Knowledge, no event or circumstance has occurred that that, with the passage of time or the giving of notice or lapse of time both, would constitute a material breach default thereunder or default or would permit termination, material modification, or acceleration, under or termination of any such Contract or the agreement loss of any material benefit thereunder. ED&F has delivered or made available to Parent copies of all of the written Contracts listed in Section 5.12 of the Disclosure Schedule and no party thereto has repudiated any provision of such contractall of the written Employment Contracts that are true, correct and complete in all material respects, together with all material amendments thereto.

Contracts. Except (a) Section 6.13 (a) of the Parent Disclosure Letter lists the following Contracts to which Parent or any of its Subsidiaries is a party that are in effect as Previously Disclosed, neither of the Company nor date hereof: (i) each “material contract” (as such term is defined in Item 10.C and in Instructions As To Exhibits of Form 20-F) to which Parent or any Company Subsidiary of its Subsidiaries is a party to any contracts or agreements:bound; (1ii) relating each Contract not contemplated by this Agreement that materially limits the ability of Parent or any of its Subsidiaries to indebtedness engage in its business or compete in any manner; (iii) each Contract that creates a partnership, joint venture or any strategic alliance with respect to Parent or any of its Subsidiaries, other than the organizational documents of Parent or its Subsidiaries; (iv) each employment, consulting, services or similar Contract with any employee, consultant or independent contractor of Parent or any of its Subsidiaries; (v) each indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or Contract providing for borrowed moneyIndebtedness in excess of $1,000,000; (vi) each Contract that relates to the acquisition or disposition, letters directly or indirectly, of creditany material business (whether by merger, capital lease obligationssale of stock, obligations secured sale of assets or otherwise) or material asset, including any vessel, other than this Agreement; (vii) each Contract that relates to the acquisition or disposition, directly or indirectly (whether by a Lien or interest rate or currency hedging agreements merger, sale of stock, sale of assets (including guarantees any Parent Vessel) or otherwise), by Parent or any of its Subsidiaries after the date of this Agreement of assets or any material business for consideration with a fair market value in excess of $1,000,000; (viii) any Contract related to the acquisition or disposition, directly or indirectly (by merger, sale of stock, sale of assets or otherwise), by Parent or any of its Subsidiaries prior to the date of this Agreement that includes provisions that are in effect in respect of “earn-outs” or deferred or contingent consideration; (ix) each ship-sales, memorandum of agreement, bareboat charter or other vessel acquisition Contract for Newbuildings and secondhand vessels contracted for by Parent or any of its Subsidiaries and other Contracts with respect to Newbuildings and the foregoingfinancing thereof, but in including performance guarantees, counter guarantees, refund guarantees, material supervision agreements and material plan verification services agreements; (x) each operating agreement, management agreement, crewing agreement, Contract of affreightment or financial lease (including sale/leaseback or similar arrangements) with respect to any event excluding trade payablesParent Vessel; (xi) any Contract with a Third Party for the charter of any Parent Vessel, securities transactions and brokerage agreements arising other than any (A) voyage charter or (B) time charter with a duration of 12 months or less; (xii) each collective bargaining agreement or other Contract with a labor union to which Parent or any of its Subsidiaries is a party or otherwise bound; (xiii) each Contract that provides for indemnification by Parent or any of its Subsidiaries to any Person other than a Contract entered into in the ordinary course of business consistent with past practice, intercompany indebtedness and immaterial leases for telephones, copy machines, facsimile machines and other office equipment) in excess of $100,000, except for those issued in the ordinary course of business; (2) that constitutes a collective bargaining or other arrangement with any labor union; (3) that is a “not material contract” within the meaning of Item 601(b)(10) of Regulation S-K; (4) that is a lease or agreement under which the Company or to any of the Company Subsidiaries is lessee of, Parent or holds or operates, any property owned by any other Person; (5) that is a lease or agreement under which the Company or any of the Company Subsidiaries is lessor of, or permits any Person to hold or operate, any property owned or controlled by the Company or any of the Company its Subsidiaries; (6xiv) limiting the ability of the Company each Contract to which Parent or any of the Company its Subsidiaries to engage, in any material respect, in any line of business or to compete, whether by restricting territories, customers or otherwise, or in any other material respect, with any Person; (7) that is a settlement, conciliation party or otherwise bound that contains a so-called “most favored nations” provision or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $100,000; (8) provisions requiring Parent or its Affiliates to offer to a Person any terms or conditions that relates are at least as favorable as those offered to Intellectual Property Rights (one or more other than a license granted to the Company for commercially available software licensed on standard terms with a total replacement cost of less than $100,000); (9) that concerns the sale or acquisition of any material portion of the Company’s business; (10) that concerns a partnership or joint venture; (11) involving aggregate consideration liability in excess of $100,000 and which, in each case, cannot be cancelled by the Company without penalty or without more than 90 days’ notice; (12) that concerns any material hedge, collar, option, forward purchasing, swap, derivative or similar agreement, understanding or undertakingPersons; and (13xv) any other contract, agreement each Contract involving a standstill or understanding material to the Company similar obligation of Parent or any of its Subsidiaries. (b) Parent has heretofore made available to the Company Subsidiaries Oceanbulk Companies true and complete copies of the Parent Material Contracts as in effect as of the date hereof. Except for breaches, violations or their respective operations. Each Contract of defaults which would have a type Previously Disclosed above to this Section 2.2(t) (collectivelyParent Material Adverse Effect, the “Material Contracts”), is (i) legal, valid and binding on each of the Company and the Company Subsidiaries which are a party to such contract, (ii) Parent Material Contracts is in full force and effect and enforceable in accordance with its terms and (iii) will continue to be legal, valid, binding, enforceable, enforceable and in full force and effect on identical terms following with respect to Parent and its Subsidiaries and, to the consummation Knowledge of Parent, the transactions contemplated other parties thereto, except to the extent that the enforceability thereof may be limited by the Transaction Documents. Neither Equitable Exceptions and except for any Parent Material Contracts that have expired or been terminated after the Company nor any date hereof in accordance with its terms, and none of the Company Parent, its Subsidiaries, nor to the Company’s Knowledge, Knowledge of Parent any other party thereto is in default under any Material Contract. No benefits under any to a Parent Material Contract will be increasedhas violated any provision of, and no vesting or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a breach or default under, or give rise to any benefits under any Material Contract will be acceleratedright of cancellation or termination of or consent under, by the occurrence of any of the transactions contemplated by the Transaction Documents, nor will the value of any of the benefits under any Material Contract be calculated on the basis of any of the transactions contemplated by the Transaction Documents. The Company and the Company Subsidiaries, and to the Knowledge of the Company, each of the other parties thereto, have performed in all material respects all material obligations required to be performed by them under each such Parent Material Contract, and to the Knowledge (ii) none of the CompanyParent or its Subsidiaries has received written notice that it has breached, no event has occurred that with notice violated or lapse of time would constitute a material breach or default or permit termination, modification, or acceleration, defaulted under the agreement and no party thereto has repudiated any provision of such contractParent Material Contract.