Common use of Material Agreements, Contracts and Commitments Clause in Contracts

Material Agreements, Contracts and Commitments. Except as set forth on Exhibit 2.11 delivered to Excite herewith, Classifieds2000 is not a party or subject to any oral or written contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses not entered into in the ordinary course of business and which is material to the business of Classifieds2000 (each a "MATERIAL AGREEMENT"). Material Agreements shall include, without limitation, any: (a) Contract providing for potential payments by or to Classifieds2000 in excess of Fifty Thousand Dollars ($50,000.00) or more; (b) Product distribution agreement, development agreement, or license agreement as licensor or licensee with a potential value in excess of $50,000 (except for standard non-exclusive software licenses granted to end-user customers in the ordinary course of business the form of which has been provided to Excite's counsel or standard licenses purchased by Classifieds2000 for off-the-shelf software); (c) Material agreement for the lease of real or personal property; (d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons with a potential value in excess of $50,000; (e) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Financial Statements; (f) Contract containing covenants purporting to limit Classifieds2000's freedom to compete in any line of business in any geographic area; or (g) Stock redemption or purchase agreement yet to be performed. To its knowledge, all Material Agreements listed in Exhibit 2.11 constitute valid and enforceable obligations of the parties thereto and are in full force and effect. Classifieds2000 is not, nor, to the knowledge of Classifieds2000 or the Principal Shareholders is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement, which breach or default may reasonably be expected to have a Material Adverse Effect. A copy of each agreement or document listed on Exhibit 2.11 has been delivered to Excite's counsel. Classifieds2000 is not a party to any contract or arrangement which has had or could reasonably be expected to have a Material Adverse Effect.

Material Agreements, Contracts and Commitments. Except as set forth on Exhibit 2.11 delivered to Excite herewith, Classifieds2000 Netbot is not a party or subject to any oral or written contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses not entered into in the ordinary course of business and which is material to the business of Classifieds2000 Netbot (each a "MATERIAL AGREEMENTMaterial Agreement"). Material Agreements shall include, without limitationincluding, but not limited to any: (a) Contract providing for potential payments by or to Classifieds2000 Netbot in excess of Fifty One Hundred Thousand Dollars ($50,000.00100,000.00) or more; (b) Product distribution agreement, development agreement, or license agreement as licensor or licensee with a potential value in excess of $50,000 (except for standard non-exclusive software licenses granted to end-user customers in the ordinary course of business the form of which has been provided to Excite's counsel or standard licenses purchased by Classifieds2000 Netbot for off-the-shelf software); (c) Material agreement for the lease of real or personal property; (d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons with a potential value in excess of $50,000persons; (e) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Financial Statements; (f) Contract containing covenants purporting to limit Classifieds2000Netbot's freedom to compete in any line of business in any geographic area; or (g) Stock redemption or purchase agreement yet to be performed. To its knowledge, all Material Agreements listed in Exhibit 2.11 constitute valid and enforceable obligations of the parties thereto and are in full force and effect. Classifieds2000 Netbot is not, nor, to the knowledge of Classifieds2000 or the Principal Shareholders is Netbot, Eric X. Xxxxxx xxx Dan Xxxxx, xx any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement, which breach or default may reasonably be expected to have a Material Adverse Effectmaterial adverse effect on Netbot. A copy of each agreement or document listed on Exhibit 2.11 has been delivered to Excite's counsel. Classifieds2000 Netbot is not a party to any contract or arrangement which has had or could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on its business or prospects.

Material Agreements, Contracts and Commitments. Except as set forth on Exhibit 2.11 delivered to Excite herewith, Classifieds2000 Matchlogic is not a party or subject to any oral or written contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses not entered into in the ordinary course of business and which is material to the business of Classifieds2000 Matchlogic (each a "MATERIAL AGREEMENT"). Material Agreements shall include, without limitationincluding, but not limited to any: (a) Contract providing for potential payments by or to Classifieds2000 Matchlogic in excess of Fifty Twenty Five Thousand Dollars ($50,000.0025,000.00) or more; (b) Product distribution agreement, development agreement, or license agreement as licensor or licensee with a potential value in excess of $50,000 (except for standard non-exclusive software licenses granted to end-user customers in the ordinary course of business the form of which has been provided to Excite's counsel or standard licenses purchased by Classifieds2000 Matchlogic for off-the-shelf software); (c) Material agreement for the lease of real or personal property; (d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons with a potential value in excess of $50,000persons; (e) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Financial Statements; (f) Contract containing covenants purporting to limit Classifieds2000Matchlogic's freedom to compete in any line of business in any geographic area; or (g) Stock redemption or purchase agreement yet to be performed. To its knowledge, all Material Agreements listed in Exhibit 2.11 constitute valid and enforceable obligations of the parties thereto and are in full force and effect. Classifieds2000 Matchlogic is not, nor, to the knowledge of Classifieds2000 or Matchlogic and the Principal Shareholders Stockholders, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement, which breach or default may reasonably be expected to have a Material Adverse EffectEffect on Matchlogic. A copy of each agreement or document listed on Exhibit 2.11 has been delivered to Excite's counsel. Classifieds2000 Matchlogic is not a party to any contract or arrangement which has had or could reasonably be expected to have a Material Adverse EffectEffect on Matchlogic.

Material Agreements, Contracts and Commitments. Except as set forth on Exhibit SCHEDULE 2.11 delivered to Excite Acquirer herewith, Classifieds2000 Target is not a party or subject to any oral or written contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses not entered into in the ordinary course of business and which is material to the business of Classifieds2000 Target (each a "MATERIAL AGREEMENT"). Material Agreements shall include, without limitationincluding, but not limited to any: (a) Contract providing for potential payments by or to Classifieds2000 Target in excess of Fifty Thousand Dollars one hundred thousand dollars ($50,000.00100,000.00) or more; (b) Product distribution agreement, development agreement, or license agreement as licensor or licensee with a potential value in excess of $50,000 (except for standard non-exclusive software licenses granted to end-user customers in the ordinary course of business business, the form of which has been provided to ExciteAcquirer's counsel counsel, or standard licenses purchased by Classifieds2000 Target for off-the-shelf software); (c) Material agreement for the lease of real or personal property; (d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons with a potential value in excess of $50,000persons; (e) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwiseotherwise in any amount individually in excess of twenty-five thousand dollars ($25,000) or in the aggregate in excess of twenty-five thousand dollars ($25,000), except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Financial Statements; (f) Contract containing covenants purporting to limit Classifieds2000Target's freedom to compete in any line of business in any geographic area; or; (g) Stock redemption or purchase agreement yet to be performed; (h) Contract entered into with any OEM, VAR or other direct or indirect distributor; or (i) Contract involving any non-recurring engineering fees that have or may be paid to Target. To its knowledge, all All Material Agreements listed in Exhibit SCHEDULE 2.11 constitute valid and enforceable obligations of the parties thereto and are in full force and effect. Classifieds2000 Target is not, nor, to the knowledge of Classifieds2000 or Target and the Principal Shareholders Principals, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement, which breach or default may reasonably be expected to have a Material Adverse EffectEffect on Target. A copy of each agreement or document listed on Exhibit SCHEDULE 2.11 has been delivered to ExciteAcquirer's counsel. Classifieds2000 Target is not a party to any contract or arrangement which which, to Target's or any Principal's knowledge, has had or could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on its business or prospects.

Material Agreements, Contracts and Commitments. Except as set forth ---------------------------------------------- on Exhibit 2.11 delivered to Excite herewithSchedule 3.11 of the Aimtech Schedule of Exceptions and other than this ------------- Agreement and the Aimtech Ancillary Agreements, Classifieds2000 Aimtech is not on the date hereof a party or subject to any oral or written contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses which are material to the business of Aimtech (each a "Material -------- Agreement"), including, but not entered into limited to any: --------- (a) Contract, commitment, letter contract or purchase order providing for payments by or to Aimtech in an aggregate amount of (1) $50,000 or more in the ordinary course of business and which is material to any one vendor; or (2) $25,000 or more not in the ordinary course of business of Classifieds2000 (each a "MATERIAL AGREEMENT"). Material Agreements shall include, without limitation, any: (a) Contract providing for potential payments by or to Classifieds2000 in excess of Fifty Thousand Dollars ($50,000.00) or moreany one vendor; (b) Product distribution agreement, development agreement, or license License agreement as licensor or licensee with a potential value in excess of $50,000 (except for standard non-exclusive hardware and software licenses granted to end-user customers in the ordinary course of business the current form of which has been provided to ExciteAsymetrix's counsel counsel), but in all events including site licenses for products with initial year fees in excess of $50,000 and each agreement that provides for either the delivery of source code to the licensee or standard licenses purchased by Classifieds2000 escrow of such source code for off-the-shelf softwarethe benefit of such licensee and including any Aimtech IP Rights Agreement (as defined in Section 3.12); (c) Material agreement Agreement for the lease of real or personal propertyproperty involving payments by or to Aimtech in an aggregate amount of $25,000 or more; (d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons with a potential value in excess of $50,000persons; (e) Written dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the ongoing distribution of Aimtech's products; (f) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Aimtech Financial Statements; (fg) Contract containing covenants purporting to limit Classifieds2000Aimtech's freedom to compete in any line of business in any geographic area; or (gh) Stock redemption or purchase agreement yet to be performed. To its knowledge, all All Material Agreements listed in Exhibit 2.11 constitute valid and enforceable obligations of the parties thereto (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities), and are in full force and effect. Classifieds2000 Aimtech is not, nor, to the best knowledge of Classifieds2000 or the Principal Shareholders Aimtech, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement, which breach or default may reasonably be expected to have a Material Adverse Effect. A copy of each agreement or document listed on Exhibit 2.11 Material Agreement has been delivered or made available to ExciteAsymetrix's counsel. Classifieds2000 is Aimtech does not a party to have any contract material liability for renegotiation of government contracts or arrangement which has had or could reasonably be expected to have a Material Adverse Effectsubcontracts, if any.