Common use of Major Contracts Clause in Contracts

Major Contracts. Except for matters disclosed on Section 3.14 of the HT Disclosure Schedule, HT is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $10,000 or pursuant to which HT has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real property, and any lease for personal property in which the amount of payments which HT is required to make on an annual basis exceeds $10,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (g) Except for trade indebtedness incurred in the ordinary course of business (including HT's existing line of credit with BankBoston), any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $10,000 or more; (h) Any license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (i) Any contract or agreement containing covenants purporting to limit HT's freedom to compete in any line of business in any geographic area; or (j) Any contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by HT of more than $10,000 in the aggregate. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the HT Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and HT has not, nor, to the knowledge of HT, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. Since the Audited Balance Sheet Date, HT has not amended, modified or terminated the terms of the contracts or agreements referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business and HT has provided Parent with written notification of such.

Major Contracts. Except for matters Other than as disclosed on in Section 3.14 of the HT --------------- Horizon Disclosure Schedule, HT Horizon is not a party to or subject to: (a) Any union contract, or any employment contract or arrangement (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any Other than in connection with the transactions contemplated by this Agreement, any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-profit- sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $10,000 50,000 or pursuant to which HT Horizon has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real property, and any lease for personal property in which the amount of payments which HT Horizon is required to make on an annual basis exceeds $10,00050,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (g) Except for trade indebtedness incurred in the ordinary course of business (including HT's existing line of credit with BankBoston)business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $10,000 50,000 or more; (h) Any license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (i) Any contract or agreement containing covenants purporting to limit HTHorizon's freedom to compete in any line of business in any geographic area; or (j) Any contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by HT Horizon of more than $10,000 50,000 in the aggregate. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the HT Horizon Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and HT Horizon has not, nor, to the knowledge of HTHorizon, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. Since the Audited Unaudited Balance Sheet Date, HT Horizon has not amended, modified or terminated the terms of the contracts or agreements referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business business, and HT Horizon has provided Parent TranSwitch with written notification of such. Horizon is not party to any contract, arrangement, plan, agreement, lease, franchise, permit, indenture, authorization, instrument or other commitment which, upon or as a result of the occurrence of the Closing and other than in the ordinary course of business, (i) requires or will require in the future the payment of any amount or the incurrence of any obligation by Horizon or its successor(s) in interest or (ii) increases the amount otherwise payable or the amount or nature of any obligation otherwise owing currently or in the future.

Major Contracts. Except for matters disclosed on Section 3.14 of the HT Disclosure Schedule, HT Stealth is not a party to or subject to:to any of the following contracts or agreements (“Major Contracts”): (a) Any union contract, or any employment contract or arrangement (other than "“at-will" ” employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, sales agency agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $10,000 50,000 or pursuant to which HT Stealth has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real property, and any lease for personal property in which the amount of payments which HT Stealth is required to make on an annual basis exceeds $10,00050,000; (f) Any material agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Mergertransactions contemplated hereby, or the consummation of the transactions contemplated hereby or thereby; (g) Except for trade indebtedness incurred in the ordinary course of business (including HT's existing line of credit with BankBoston)business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $10,000 or more; (h) Any license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (i) Any contract or agreement containing covenants purporting to limit HT's Stealth’s freedom to compete in any line of business in any geographic area; or (j) Any contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by HT Stealth of more than $10,000 25,000 in the aggregate. All contracts, arrangementsor that is otherwise material to Stealth, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments except for purchase and other commitments which are listed sale orders entered into in the HT Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and HT has not, nor, to the knowledge ordinary course of HT, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereofbusiness. Since the Audited Unaudited Balance Sheet Date, HT Stealth has not amended, modified or terminated the terms of the contracts or agreements Major Contracts referred to in this Section 3.14 2.12 unless such amendment, modification or termination was in the ordinary course of business and HT Stealth has provided Parent the Buyer with written notification of such.

Major Contracts. Except for matters disclosed as set forth on Section 3.14 of the HT CTN Disclosure ScheduleSchedule 3.13, HT CTN is not a party to or subject toto any of the following: (a) Any union contract, or any employment contract or arrangement (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $10,000 annually or pursuant to which HT CTN has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real property, and any lease for personal property in which the amount of payments which HT is required to make on an annual basis exceeds $10,000; (f) Any agreement, license, franchise, permit, indenture, or authorization in which the amount involved exceeds $10,000 annually which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (gf) Except for trade indebtedness incurred in which the ordinary course of business (including HT's existing line of credit with BankBoston)amount involved does not exceed $10,000, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $10,000 or moreotherwise; (hg) Any license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-in licensed software applications); (ih) Any contract or agreement containing covenants purporting to limit HTCTN's freedom to compete in any line of business in any geographic area; or (ji) Any contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by HT CTN of more than $10,000 in the aggregateaggregate annually. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the HT CTN Disclosure Schedule pursuant to this Section 3.14 3.13 are valid and in full force and effect and HT CTN has not, nor, to the knowledge of HTCTN, has any other party thereto, breached any material provisions of, or entered into default defaulted in any material respect under the terms thereof, which would have a Material Adverse Effect on CTN. Since the Audited September Balance Sheet Date, HT CTN has not amended, modified or terminated the terms of the contracts or agreements referred to in this Section 3.14 3.13 unless such amendment, modification or termination was in the ordinary course Ordinary Course of business Business and HT CTN has provided Parent Interland with written notification a copy of suchsuch amendment, modification or termination.

Major Contracts. Except for matters disclosed on Section 3.14 Sections 3.14(a) to (n) of the HT Adaytum Disclosure Schedule, HT Schedule list each of the following to which Adaytum is not a party to or subject tosubject: (a) Any union contract, or any employment contract or arrangement (other than "“at-will" ” employment arrangements) or any union contract providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (d) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (de) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user license, sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $10,000 250,000 or pursuant to which HT Adaytum has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (ef) Any lease for real property, and any lease for personal property in which the amount of payments which HT Adaytum is required to make on an annual basis exceeds $10,00050,000; (fg) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, or adversely affected by reason of the execution of this Agreement and all other agreements contemplated hereby, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (gh) Any agreement of indemnification or guaranty other than customer agreements entered into in the ordinary course of business; (i) Any agreement relating to capital expenditures and involving future payments in excess of $50,000; (j) Except for trade indebtedness incurred in the ordinary course of business (including HT's existing line of credit with BankBoston)business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $10,000 50,000 or more; (hk) Any license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (il) Any agreement pursuant to which Adaytum has granted, or may be obligated to grant in the future, to any party a source-code license or option or other right to use or acquire source-code, including any agreements which provide for source code escrow arrangements; (m) Any contract or agreement containing covenants purporting to limit HT's the freedom of Adaytum to compete in any line of business in any geographic areaarea or to compete with any Person; or (jn) Any contract or agreement, not elsewhere specifically disclosed pursuant to this Agreement, involving the payment or receipt by HT Adaytum of more than $10,000 250,000 in the aggregate. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in the HT Adaytum Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and HT Adaytum has not, nor, to the knowledge of HTAdaytum, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. Since the Audited Unaudited Balance Sheet Date, HT Adaytum has not amended, modified or terminated the terms of the contracts or agreements referred to in this Section 3.14 unless such amendment, modification or termination was in the ordinary course of business and HT Adaytum has provided Parent with written notification of such.

Major Contracts. Except for matters as disclosed on in Section 3.14 3.13 of the HT Disclosure Schedule, HT NextPoint is not a party to or subject to: (a) Any union contract, or any employment employment, severance or similar contract or arrangement (other than "at-will" employment arrangements) providing for future compensation, written or oral, with any officer, consultant, director, or employee; (b) Any plan or contract or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit-sharing or the like; (c) Any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of profits; (d) Any OEM agreement, reseller or distribution agreement, volume purchase agreement, corporate end user sales or service agreement, reproduction or replication agreement or manufacturing agreement in which the amount involved exceeds annually, or is expected to exceed in the aggregate over the life of the contract, $10,000 20,000 or pursuant to which HT NextPoint has granted or received manufacturing rights, most favored nation pricing provisions, or exclusive marketing, production, publishing or distribution rights related to any product, group of products or territory; (e) Any lease for real property, and any lease for personal property in which the amount of payments which HT NextPoint is required to make on an annual basis exceeds $10,000; (f) Any agreement, license, franchise, permit, indenture, or authorization which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired, terminated or materially adversely affected by reason of the execution of this Agreement and all the other agreements contemplated herebyTransaction Documents, the consummation of the Merger, or the consummation of the transactions contemplated hereby or thereby; (g) Except for trade indebtedness incurred in the ordinary course of business (including HT's existing line of credit with BankBoston)business, any instrument evidencing or related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise which individually is in the amount of $10,000 or more; (h) Any license agreement, either as licensor or licensee (excluding nonexclusive hardware and software licenses granted to distributors or end-users and commercially available in-licensed software applications); (i) Any contract or agreement containing covenants purporting to limit HTNextPoint's freedom to compete in any line of business in any geographic area; or (j) Any contract or agreementagreement or series of related agreements and contracts, not elsewhere specifically disclosed pursuant to this Agreement, involving material to the payment or receipt by HT Business Condition of more than $10,000 in the aggregateNextPoint. All contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments and other commitments which are listed in Section 3.13 of the HT Disclosure Schedule pursuant to this Section 3.14 are valid and in full force and effect and HT NextPoint has not, nor, to the knowledge of HTNextPoint, has any other party thereto, breached any material provisions of, or entered into default in any material respect under the terms thereof. Since the Audited Unaudited Balance Sheet Date, HT NextPoint has not amended, modified or terminated the terms of the contracts or agreements referred to in this Section 3.14 3.13 unless such amendment, modification or termination was in the ordinary course of business and HT NextPoint has provided Parent with written notification of such.