Listed Agreements. (a) Except for (y) Intellectual Property Agreements, and (z) Employment Agreements, which are addressed elsewhere in this Article III, Section 3.12 of the Business Disclosure Schedule sets forth a list of all Contracts (y) to which each Transferred Company is a party or (z) to which an Asset Transferring Company is a party that relate primarily or exclusively to the Business in effect as of the Effective Date, in each case that falls within one of the following categories (collectively, the “Listed Agreements”):
(i) the Transferred Contracts and the Real Property Leases;
(ii) agreements for the purchase, sale, lease or other disposition of equipment, goods, materials, supplies or capital assets, or for the performance of services which are not terminable by the applicable Business Operating Entity without penalty on thirty days’ notice, in any case involving more than $2,500,000 in expenditures related to the Business during Fiscal Year 2010;
(iii) Contracts for the joint performance of work or services, and all other joint venture, collaboration, research or other agreements in excess of $2,500,000 in expenditures related to the Business during Fiscal Year 2010, or any partnership agreements;
(iv) notes, mortgages, deeds of trust, loan agreements, security agreements, guarantees, debentures, indentures, credit agreements and other evidences of Indebtedness;
(v) Contracts in excess of $2,500,000 in expenditures related to the Business during Fiscal Year 2010 with third parties who act as agents, brokers, consignees, sales representatives or distributors;
(vi) powers of attorney or similar authorizations granted to third parties;
(vii) each Contract that provides for a minimum payment guarantee with a term or any payment obligations that extend beyond one year;
(viii) lease or agreement under which any tangible property (other than Fee Property), is owned or operated, except for any lease or agreement under which the aggregate annual rental payments do not exceed $2,500,000;
(ix) agreement, contract or commitment prohibiting any Person from freely engaging in any line of business with any Person or in any location;
(x) settlement, conciliation or similar agreements with any Governmental Authority, or such agreements pursuant to which outstanding obligations or Liabilities will exist as of or after the Closing;
(xi) Contract that relates to the disposition or acquisition of any business, capital stock or material assets or properties, or any merger or busine...
Listed Agreements. Agreement and Plan of Merger, dated as of September 28, 2014, by and among Lumara Health Inc., the Company, Snowbird, Inc., and Lunar Representative, LLC as the Stockholders’ Representative
Listed Agreements. (i) Violate, in any material respect, any of the terms of any of the Listed Agreements, or (ii) enter into any contract or commitment that would be considered a Listed Agreement if it was in effect as of the date of this Agreement or amend or otherwise modify or waive any of the material terms of any of its Listed Agreements, other than in the ordinary course of business consistent with past practice;
Listed Agreements. (a) Section 3.12 of the Business Disclosure Schedule sets forth a list of all Contracts (and Thomson has made available to Purchaser true and complete copies of all such Contracts) as of the Effective Date other than (x) Real Property Leases, (y) Intellectual Property Agreements, (z) Employment Agreements, which primarily relate to the Business and that fall within one of the following categories (collectively, the "Listed Agreements"):
(i) any material Contract for the manufacture or supply of any product or equipment of the Business that has a remaining term of at least 12 months, and is not terminable, without penalty, upon 3 months notice or less;
(ii) any material commercial trade Contract with retailers that has a remaining term of at least 12 months, and is not terminable, without penalty, upon 3 months notice or less;
(iii) any material distribution Contract that has a remaining term of at least 12 months, and is not terminable, without penalty, upon 3 months notice or less;
(iv) any other material Contract that has a remaining term of at least 12 months, and is not terminable, without penalty, upon 3 months notice or less;
(v) any Contract with respect to the purchase or sale of any business, corporation, partnership, joint venture or other business organization;
(vi) any Contract with any Governmental Authority;
(vii) any power of attorney, proxy or similar instrument;
(viii) any Contract between U.S. NewCo, on the one hand, and Thomson or any Affiliate of Thomson (excluding U.S. NewCo) on the other hand;
(ix) any Contract containing a "most favored nation" or other provision requiring adjustment of cost, pricing, priority or other terms or conditions of the Contract, in relation to (A) the terms or conditions of other Contracts of the Business or (B) the price or other terms or conditions for the provision of similar goods or services by a third party;
(x) any guarantee of any obligation, other than a Transferred Liability, that in connection with or as a result of the Contemplated Transactions would, directly or indirectly, be an obligation of Purchaser; or
(xi) any Contract that prohibits U.S. NewCo from competing with any other Person in the Business or in any geographic area, or that prohibits a Thomson Accessories Entity from competing with any other Person in the Business or in any geographic area that would, as a result of the Contemplated Transactions, become an obligation of Purchaser.
(b) No Thomson Accessories Entity is (and, to Thoms...
Listed Agreements. 11 Section 3.13
Listed Agreements. Section 3.15 of the Disclosure Schedule lists the following agreements (written or oral) to which Impella is a party as of the date of this Agreement:
(i) any agreement (or group of related agreements) for the lease of personal property from or to third parties providing for lease payments in excess of €10,000 per annum or having a remaining term longer than 12 months;
(ii) any agreement (or group of related agreements) for the purchase or sale of Products or for the furnishing or receipt of services (A) which calls for performance over a period of more than one year, (B) which involves more than the sum of €10,000 (excluding agreements for the sale of goods in the ordinary course of business), or (C) in which Impella has granted manufacturing rights, “most favored nation” pricing provisions or marketing or distribution rights relating to any Products or territory, or has agreed to purchase a minimum quantity of goods or services, or has agreed to purchase goods or services exclusively from a certain party;
(iii) any agreement establishing a partnership or joint venture;
(iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) involving more than €25,000 or under which it has imposed (or may impose) a Lien on any of its assets, tangible or intangible;
(v) any agreement under which Impella or one of its Subsidiaries is bound by a confidentiality or noncompetition provision;
(vi) any agreement for personal services or employment with any of Impella’s employees not terminable by Impella before or after the Closing upon not more than 10 days’ notice without penalty or any other liability;
(vii) any bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, contract or arrangement or other employee benefit plan or other arrangement covering Impella’s employees;
(viii) any agreement involving any current or former officer, director or stockholder of Impella or any Affiliate or any family member of any of the foregoing;
(ix) any agreement under which the consequences of a default or termination would reasonably be expected to have an Impella Material Adverse Effect;
(x) any agreement (A) which contains any provisions requiring Impella to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or licen...
