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

Material Agreements, Contracts and Commitments. Except as set forth on Schedule 3.11 of the SSA Schedule of Exceptions and other than this Agreement and the SSA Ancillary Agreements, neither SSA nor any Principal is 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 SSA (each a "Material Agreement"), including, but not limited to any: (a) Contract, commitment, letter contract or purchase order providing for payments by or to SSA in an aggregate amount of (1) $25,000 or more in the ordinary course of business to any one vendor or customer; or (2) $10,000 or more not in the ordinary course of business to any one vendor or customer; (b) License agreement as licensor or licensee, including site licenses for products with initial year fees in excess of $25,000 and each agreement that provides for either the delivery of source code to the licensee or escrow of such source code for the benefit of such licensee and including any SSA IP Rights Agreement (as defined in Section 3.12); (c) Consulting, development or similar agreement under which SSA currently provides or will provide any custom software development, training, documentation, personnel placements, advice, consulting services or other products or services to a customer of SSA (collectively, the "Current Service Agreements"); (d) Contract for the current or future sale, provision or manufacture of products (including computer software), material or supplies from SSA or in which SSA has granted or received distribution rights, most favored customer pricing provisions or exclusive marketing rights relating to any product or services, group of products or services or territory (collectively, "Current Sales Agreements," together with the Current Service Agreements, the "Customer Agreements"); (e) Contract providing for the development of software by or for SSA, or license of software to SSA, which software is used or incorporated in any products distributed or services provided by SSA or is contemplated to be used or incorporated in any products to be distributed or services to be provided by SSA (other than software generally available to the public at a per copy license fee of less than $2,000 per copy); (f) Contract or commitment for the employment of any officer, employee or consultant of SSA or any other type of contract or understanding with any officer, employee or consultant of SSA which is not immediately terminable by SSA without cost or other liability; (g) Agreement for the lease of real or personal property involving payments by or to SSA in an aggregate amount of $10,000 or more; (h) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons; (i) Written dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the ongoing distribution of any products or services of SSA ; (j) 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 SSA Financial Statements; (k) Contract containing covenants purporting to limit SSA's freedom to compete in any line of business in any geographic area; or (l) Stock redemption or purchase agreement yet to be performed. All Material Agreements 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 and will, immediately after the Effective Time, be in full force and effect. Neither SSA nor the Principals is, nor, to the best knowledge of SSA and the Principals, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to Asymetrix's counsel. Neither SSA nor the Principals is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect. SSA has no material liability for renegotiation of government contracts or subcontracts, if any.

Material Agreements, Contracts and Commitments. Except as set ---------------------------------------------- forth on Schedule 3.11 of the SSA Xxxxx Schedule of Exceptions and other than this ------------- Agreement and the SSA Xxxxx Ancillary Agreements, neither SSA nor any Principal no Xxxxx Company is 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 SSA any Xxxxx Company (each a "Material Agreement"), ------------------ including, but not limited to any: (a) Contract, commitment, letter contract or purchase order providing for payments by or to SSA any Xxxxx Company in an aggregate amount of (1) $25,000 50,000 or more in the ordinary course of business to any one vendor or customer; or (2) $10,000 25,000 or more not in the ordinary course of business to any one vendor or customer; (b) License agreement as licensor or licenseelicensee (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 Asymetrix's counsel), but in all events including site licenses for products with initial year fees in excess of $25,000 50,000 and each agreement that provides for either the delivery of source code to the licensee or escrow of such source code for the benefit of such licensee and including any SSA Xxxxx IP Rights Agreement (as defined in Section 3.12); (c) Consulting, development or similar agreement under which SSA currently any Xxxxx Company provides or will provide any custom software development, training, documentation, personnel placements, advice, consulting services or other products advice or services to a customer of SSA any Xxxxx Company (collectively, the "Current Service Agreements." Consulting -------------------------- Service Agreements which are memorialized in definitive written form are referred to herein as "Definitive Agreements");; --------------------- (d) Contract for the current or future sale, provision or manufacture of products (including computer software), material material, supplies or supplies equipment from SSA any Xxxxx Company or in which SSA any Xxxxx Company has granted or received distribution manufacturing rights, most favored customer pricing provisions or nor exclusive marketing rights relating to any product or services, group of products or services or territory (collectively, "Current Sales Agreements," ------------------------ together with the Current Service Agreements, the "Customer Agreements");; ------------------- (e) Contract providing for the development of software by or for SSAany Xxxxx Company, or license of software to SSAany Xxxxx Company, which software is used or incorporated in any products distributed or services provided by SSA any Xxxxx Company or is contemplated to be used or incorporated in any products to be distributed or services to be provided by SSA any Xxxxx Company (other than software generally available to the public at a per copy license fee of less than $2,000 1,000 per copy); (f) Contract or commitment for the employment of any officer, employee or consultant of SSA any Xxxxx Company or any other type of contract or understanding with any officer, employee or consultant of SSA any Xxxxx Company which is not immediately terminable by SSA such Xxxxx Company without cost or other liabilitya fixed obligation on part of the Xxxxx Company in the nature of severance payments; (g) Agreement for the lease of real or personal property involving payments by or to SSA any Xxxxx Company in an aggregate amount of $10,000 25,000 or more; (h) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons; (i) Written dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the ongoing distribution of any products or services of SSA any Xxxxx Company; (j) 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 SSA Xxxxx Financial Statements; (k) Contract containing covenants purporting to limit SSAany Xxxxx Company's freedom to compete in any line of business in any geographic area; or (l) Stock redemption or purchase agreement yet to be performed. All Material Agreements other than Current Services Agreements which are not Definitive Agreements, and to the best of the Xxxxx Companies' knowledge, all Current Services Agreements which are not Definitive Agreements, 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 and will, immediately after the Effective Time, be in full force and effect. Neither SSA nor None of the Principals Xxxxx Companies has received any notice that any Material Agreement is subject to termination based upon the failure of any Xxxxx Company to be qualified to do business in a state. None of the Xxxxx Companies is, nor, to the best knowledge of SSA and the PrincipalsXxxxx Companies, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to Asymetrix's counsel. Neither SSA nor the Principals No Xxxxx Company is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect. SSA None of the Xxxxx Companies has no any material liability for renegotiation of government contracts or subcontracts, if any.

Material Agreements, Contracts and Commitments. Except as set forth on ---------------------------------------------- Schedule 3.11 of the SSA CSI Schedule of Exceptions and other than this Agreement ------------- and the SSA CSI Ancillary Agreements, neither SSA CSI nor any Principal is 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 SSA CSI (each a "Material Agreement"), including, but ------------------ not limited to any: (a) Contract, commitment, letter contract or purchase order providing for payments by or to SSA CSI in an aggregate amount of (1) $25,000 50,000 or more in the ordinary course of business to any one vendor or customer; or (2) $10,000 25,000 or more not in the ordinary course of business to any one vendor or customer; (b) License agreement as licensor or licensee, including site licenses for products with initial year fees in excess of $25,000 50,000 and each agreement that provides for either the delivery of source code to the licensee or escrow of such source code for the benefit of such licensee and including any SSA CSI IP Rights Agreement (as defined in Section 3.12); (c) Consulting, development or similar agreement under which SSA CSI currently provides or will provide any custom software development, training, documentation, personnel placements, advice, consulting services or other products or services to a customer of SSA CSI (collectively, the "Current Service Agreements");; -------------------------- (d) Contract for the current or future sale, provision or manufacture of products (including computer software), material or supplies from SSA CSI or in which SSA CSI has granted or received distribution rights, most favored customer pricing provisions or exclusive marketing rights relating to any product or services, group of products or services or territory (collectively, "Current ------- Sales Agreements," together with the Current Service Agreements, the "Customer ---------------- -------- Agreements");; ---------- (e) Contract providing for the development of software by or for SSACSI, or license of software to SSACSI, which software is used or incorporated in any products distributed or services provided by SSA CSI or is contemplated to be used or incorporated in any products to be distributed or services to be provided by SSA CSI (other than software generally available to the public at a per copy license fee of less than $2,000 1,000 per copy); (f) Contract or commitment for the employment of any officer, employee or consultant of SSA CSI or any other type of contract or understanding with any officer, employee or consultant of SSA CSI which is not immediately terminable by SSA CSI without cost or other liability; (g) Agreement for the lease of real or personal property involving payments by or to SSA CSI in an aggregate amount of $10,000 25,000 or more; (h) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons; (i) Written dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the ongoing distribution of any products or services of SSA CSI; (j) 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 SSA CSI Financial Statements; (k) Contract containing covenants purporting to limit SSACSI's freedom to compete in any line of business in any geographic area; or (l) Stock redemption or purchase agreement yet to be performed. All Material Agreements 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 and will, immediately after the Effective Time, be in full force and effect. Neither SSA CSI nor the Principals is, nor, to the best knowledge of SSA CSI and the Principals, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to Asymetrix's counsel. Neither SSA CSI nor the Principals is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect. SSA CSI has no material liability for renegotiation of government contracts or subcontracts, if any.

Material Agreements, Contracts and Commitments. Except as set forth ---------------------------------------------- on Schedule 3.11 of the SSA MSI Schedule of Exceptions and other than this Agreement ------------- and the SSA MSI Ancillary Agreements, neither SSA MSI nor any Principal is 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 SSA MSI (each a "Material Agreement"), including, but ------------------ not limited to any: (a) Contract, commitment, letter contract or purchase order providing for payments by or to SSA MSI in an aggregate amount of (1) $25,000 or more in the ordinary course of business to any one vendor or customer; or (2) $10,000 or more not in the ordinary course of business to any one vendor or customer; (b) License agreement as licensor or licensee, including site licenses for products with initial year fees in excess of $25,000 and each agreement that provides for either the delivery of source code to the licensee or escrow of such source code for the benefit of such licensee and including any SSA MSI IP Rights Agreement (as defined in Section 3.12); (c) Consulting, development or similar agreement with fees exceeding $5,000 for any one customer under which SSA MSI currently provides or will provide any custom software development, training, documentation, personnel placements, advice, consulting services or other products or services to a customer of SSA MSI (collectivelycollectively with any such agreements with fees less than $5,000 for any one customer not required to be listed on Schedule 3.11, the "Current Service --------------- Agreements");; ---------- (d) Contract for the current or future sale, provision or manufacture of products (including computer software), material or supplies from SSA MSI or in which SSA MSI has granted or received distribution rights, most favored customer pricing provisions or exclusive marketing rights relating to any product or services, group of products or services or territory (collectively, "Current ------- Sales Agreements," together with the Current Service Agreements, the "Customer ---------------- -------- Agreements");; ---------- (e) Contract providing for the development of software by or for SSAMSI, or license of software to SSAMSI, which software is used or incorporated in any products distributed or services provided by SSA MSI or is contemplated to be used or incorporated in any products to be distributed or services to be provided by SSA MSI (other than software generally available to the public at a per copy license fee of less than $2,000 2,500 per copy); (f) Contract or commitment for the employment of any officer, employee or consultant of SSA MSI or any other type of contract or understanding with any officer, employee or consultant of SSA MSI which is not immediately terminable by SSA MSI without cost or other liability; (g) Agreement for the lease of real or personal property involving payments by or to SSA MSI in an aggregate amount of $10,000 or more; (h) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons; (i) Written dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the ongoing distribution of any products or services of SSA MSI ; (j) 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 SSA MSI Financial Statements; (k) Contract containing covenants purporting to limit SSAMSI's freedom to compete in any line of business in any geographic area; or (l) Stock redemption or purchase agreement yet to be performed. All Material Agreements 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 and will, immediately after the Effective Time, be in full force and effect. Neither SSA MSI nor the Principals is, nor, to the best knowledge of SSA MSI and the Principals, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to Asymetrix's counsel. Neither SSA MSI nor the Principals is a party to any contract, agreement or arrangement which has had, or could reasonably be expected to have, a Material Adverse Effect. SSA MSI has no material liability for renegotiation of government contracts or subcontracts, if any.