Common use of Material Business Contracts Clause in Contracts

Material Business Contracts. (a) Section 3.17(a) of the Seller Disclosure Schedule sets forth a complete and accurate list as of the date hereof of each of the following Contracts to which any Seller Entity is a party or by which it or its properties or assets are subject or bound, in each case, with respect to the Business, the Acquired Assets or the Assumed Liabilities: (i) any Contract relating to Indebtedness; (ii) any Contract (or group of related Contracts) for the lease of personal property from or to third parties involving aggregate remaining payments in excess of $[***]; (iii) any Contract that by its express terms (A) purports to limit or restrict or limits or restricts, in each case, in any material respect, the ability of any Seller Entity to solicit customers or to conduct business in any markets or territories or (B) limits or purports to limit, in either case, in any material respect, the ability of any Seller Entity to own, operate, source, manufacture, sell, transfer, pledge or otherwise dispose of any material assets or business; (iv) any joint venture or partnership agreement; (v) any Contract providing for any material payments that are conditioned, in whole or in part, on a change of control or sale of the Business or the Acquired Assets (other than Contracts that reflect payments required by Law); (vi) any Collective Bargaining Agreement; (vii) any Contract providing for the employment or engagement of any Business Employee or any other Person on a full-time, part-time, independent contractor, temporary or other basis or otherwise providing compensation or other benefits to any Business Employee or independent contractor, other than (A) any employment agreement (x) providing for annual base compensation of $[***] or less and (y) terminable at will or (B) any employment agreement providing for severance, retention or change in control benefits that do not exceed the severance, retention or change in control benefits (as applicable) required by Law, provided that forms of any such agreements have been disclosed in the Seller Disclosure Schedule; (viii) any Federal Contract or Federal Proposal; (ix) any Contract with respect to the acquisition or divestiture of all or any portion of a business under which, after Closing, a Seller Entity (with respect to the Business) will have an obligation with respect to an earnout, contingent purchase price or other similar contingent payment obligation; (x) any Contract with a Material Business Customer or Material Business Supplier; (xi) any Contract pursuant to which any Seller Entity may be entitled to receive or obligated to pay more than $[***] in any calendar year; (xii) any Contract that requires any Person to purchase its total requirements of any product or service from any other Person or contains “take or pay” or similar provisions; (xiii) any Contract that contains a “most-favored-nation” clause or similar term that provides preferential pricing or treatment; (xiv) any Contract to which the only counterparties are a Seller Entities or a Seller Entity and an Affiliate of any Seller Entity; or (xv) any Seller Entity IP Contract. (b) Each Material Business Contract is a valid, binding and enforceable obligation of the applicable Seller Entity that is a party thereto and, to the Knowledge of the Seller, of each other party thereto, and each Material Business Contract is in full force and effect, except as enforceability may be limited by the Bankruptcy and Equity Principles. No Seller Entity or, to the Knowledge of the Seller, as of the date hereof, any other party is in breach or violation of, or default under, any such Material Business Contract except as would not reasonably be expected to be material to the Business. As of the date hereof no Seller Entity has received any written notice of breach or default that remains uncured or unresolved or of the intention of any party to any Material Business Contract to terminate any Material Business Contract. Complete and correct copies of all Material Business Contracts, as of the date hereof, have been provided to the Buyer. No Seller Entity has assigned, delegated or otherwise transferred to any third party any of its rights, title or interest under any Material Business Contract.

Material Business Contracts. (a) Section 3.17(aExcept as set forth in Schedule 3.16(a) of the Seller Disclosure Schedule sets forth a complete and accurate list as of the date hereof of each Schedules, there are no Business Contracts of the following nature (such Contracts as are required to which any Seller Entity is a party or by which it or its properties or assets are subject or boundbe set forth in Schedule 3.16(a) of the Disclosure Schedules being, in each casecollectively, with respect to the Business, the Acquired Assets or the Assumed Liabilities:“Material Business Contracts”): (i) any broker, distributor, dealer, manufacturer’s representative, franchise, agency, continuing sales or purchase, sales promotion, market research, marketing, consulting or advertising Business Contract relating that involves a future or potential liability to Indebtednessthe Business in excess of $25,000 on an annual basis or in excess of $25,000 over the current term of the Business Contract; (ii) any Business Contract (other than intercompany loans between the Seller and one or group more of related Contractsits Subsidiaries or solely between Subsidiaries of the Seller) for relating to or evidencing indebtedness of the lease Business or the Seller in connection with the Business, including mortgages, other grants of personal property from security interests, guarantees or notes that involves a future or potential liability to third parties involving aggregate remaining payments the Business in excess of $[***]50,000; (iii) any Business Contract that by its express terms (A) purports to limit or restrict or limits or restricts, in each case, in with any material respect, the ability of any Seller Entity to solicit customers or to conduct business in any markets or territories or (B) limits or purports to limit, in either case, in any material respect, the ability of any Seller Entity to own, operate, source, manufacture, sell, transfer, pledge or otherwise dispose of any material assets or businessGovernmental Authority; (iv) any joint venture Business Contract with any Ten-Percent Shareholder or partnership agreementRelated Party of the Seller; (v) any Contract providing for any material payments that are conditioned, in whole or in part, on a change of control or sale of the Business or the Acquired Assets (other than Contracts that reflect payments required by Law);[reserved] (vi) any Collective Bargaining AgreementBusiness Contract that limits, or purports to limit, the ability of the Seller or the Business to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restricts the right of the Seller or the Business to sell to or purchase from any Person or to hire any Person, or that grants the other party or any third person “most favored nation” status or any type of special discount rights; (vii) any Business Contract providing for the employment or engagement of any Business Employee or any other Person on that requires a full-time, part-time, independent contractor, temporary or other basis consent to or otherwise providing compensation contains a provision relating to a “change of control,” or other benefits that requires a consent to any Business Employee assignment, or independent contractor, other than (A) any employment agreement (x) providing for annual base compensation that would prohibit or delay the consummation of $[***] the transactions contemplated by this Agreement or less and (y) terminable at will or (B) any employment agreement providing for severance, retention or change in control benefits that do not exceed the severance, retention or change in control benefits (as applicable) required by Law, provided that forms of any such agreements have been disclosed in the Seller Disclosure ScheduleAncillary Agreements; (viii) any Federal Business Contract pursuant to which the Seller is the lessee or Federal Proposallessor of, or holds, uses, or makes available for use to any Person, (A) any real property or (B) any tangible personal property and, in the case of clause (B), that involves an aggregate future or potential liability or receivable, as the case may be, in excess of $25,000; (ix) any Business Contract with respect to for the acquisition sale or divestiture purchase of all any real property, or for the sale or purchase of any portion tangible personal property in an amount in excess of a business under which, after Closing, a Seller Entity (with respect to the Business) will have an obligation with respect to an earnout, contingent purchase price or other similar contingent payment obligation$25,000; (x) any Business Contract providing for indemnification to or from any Person with a Material Business Customer respect to liabilities relating to the Seller, the Business, the Purchased Assets or Material Business Supplierthe Assumed Liabilities; (xi) any Business Contract pursuant relating in whole or in part to which any Seller Entity may be entitled to receive or obligated to pay more than $[***] in any calendar yearBusiness Intellectual Property; (xii) any Contract that requires any Person to joint venture or partnership, merger, asset or stock purchase its total requirements of any product or service from any other Person or contains “take or pay” or similar provisionsdivestiture Business Contract; (xiii) any Business Contract that contains a “most-favored-nation” clause with any labor union or similar term that provides preferential pricing or treatmentproviding for benefits under any Employee Plan; (xiv) any Business Contract relating to which the only counterparties are a Seller Entities or a Seller Entity and an Affiliate settlement of any Seller Entity; oradministrative or judicial proceedings within the past five years; (xv) any Business Contract that results in any Person holding a power of attorney; and (xvi) any other Business Contract (other than sales commission Contracts between the Seller Entity IP Contractand an employee or independent contractor of the Seller), whether or not made in the ordinary course of business, that (A) involves a future or potential liability or receivable, as the case may be, in excess of $60,000 on an annual basis or in excess of $75,000 over the current Business Contract term; (B) has a term greater than one year and cannot be cancelled by the Seller without penalty or further payment and without more than 30 days’ notice; or (C) is material to the Business or the Purchased Assets, taken as a whole. (b) Each Material Business Contract is a validlegal, valid and binding agreement and enforceable obligation of the applicable Seller Entity that is a party thereto and, to the Knowledge of the Seller, of each other party thereto, and each Material Business Contract is in full force and effecteffect and is enforceable against the Seller in accordance with its terms, except as enforceability such enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). Neither the Bankruptcy and Equity Principles. No Seller Entity ornor, to the Knowledge knowledge of the Seller, as of the date hereof, any other party is in material breach or material violation of, or (with or without notice or lapse of time or both) material default under, any such Material Business Contract except as would not reasonably be expected to be material to Contract, nor, within the Business. As of last two years, has the date hereof no Seller Entity has received any written notice of breach or default that remains uncured or unresolved or of the intention claim of any party to such material breach, material violation or material default. The Seller has not received notice that it is in violation of any Material Business Contract to terminate “most favored nations” provision of any Material Business Contract, and, to the knowledge of the Seller, the Seller is in compliance with all pricing provisions of the “most favored nations” provisions of the Material Business Contracts. Complete The Seller has delivered or made available to the Buyer true and correct complete copies of all Material Business Contracts, as of the date hereof, have been provided to the Buyer. No Seller Entity has assigned, delegated or otherwise transferred to including any third party any of its rights, title or interest under any Material Business Contractamendments thereto.

Material Business Contracts. (a) Section 3.17(aSchedule 4.16(a) of the Seller Disclosure Schedule sets forth a true, correct and complete and accurate list of all of the following contracts in effect as of the date hereof of each of (excluding the following Contracts RSUI-Produced Insurance Contracts, the Third Party Reinsurance Contracts, agreements or arrangements with respect to Producers (as defined in Section 5.2(b) below), and contracts or agreements relating to Business Intellectual Property) which relate principally to the Business, or to which any Seller Entity RSUI is a party or by which it any of the assets or its properties of RSUI are bound or assets are subject subject, as each such contract may have been amended, modified or bound, in each case, with respect to the Businesssupplemented (collectively, the Acquired Assets or the Assumed Liabilities:"Material Business Contracts"): (i) any Contract relating to Indebtednessmaterial partnership or joint venture contracts; (ii) contracts containing any Contract covenant or provision limiting the freedom or ability of any Person to compete with the Business following the Closing; (iii) contracts involving amounts in excess of $50,000, relating to the borrowing of money, or group the direct or indirect guaranty of related Contractsany obligation for borrowed money, or contracts to service the repayment of borrowed money or any other liability in respect of indebtedness for borrowed money of any other Person, including, without limitation, any contract relating to (A) the maintenance of compensating balances, (B) any lines of credit, (C) the advance of any funds to any other Person outside the ordinary course of business, (D) the payment for the lease of property, products or services that are not conveyed, delivered or rendered to any such party or (E) any obligation to keep-well, make-whole or maintain working capital or earnings or perform similar requirements; (iv) lease, sublease, rental, licensing, use or similar contracts with respect to personal property from providing for annual rental, license, or to third parties involving aggregate remaining use payments in excess of $[***]; (iii) any Contract that by its express terms (A) purports to limit 50,000 or restrict or limits or restricts, in each case, in any material respect, the ability guaranty of any Seller Entity to solicit customers such lease, sublease, rental or to conduct business in any markets or territories or (B) limits or purports to limit, in either case, in any material respect, the ability of any Seller Entity to own, operate, source, manufacture, sell, transfer, pledge or otherwise dispose of any material assets or business; (iv) any joint venture or partnership agreementother contracts; (v) contracts (A) outside the ordinary course of business for the purchase, acquisition, sale or disposition of any Contract providing assets or properties or (B) for the grant to any material payments that are conditioned, in whole Person (excluding RSUI) of any option or in part, on a change of control preferential rights to purchase any assets or sale of the Business or the Acquired Assets (other than Contracts that reflect payments required by Law)properties; (vi) contracts (other than employment contracts) with any Collective Bargaining Agreement; (vii) any Contract providing for the employment current or engagement of any Business Employee or any other Person on a full-timeformer officer, part-timedirector, independent contractorshareholder, temporary employee, consultant, agent or other basis or otherwise providing compensation or other benefits to any Business Employee or independent contractor, other than (A) any employment agreement (x) providing for annual base compensation of $[***] or less and (y) terminable at will or (B) any employment agreement providing for severance, retention or change in control benefits that do not exceed the severance, retention or change in control benefits (as applicable) required by Law, provided that forms of any such agreements have been disclosed in the Seller Disclosure Schedule; (viii) any Federal Contract or Federal Proposal; (ix) any Contract with respect to the acquisition or divestiture of all or any portion of a business under which, after Closing, a Seller Entity (with respect to the Business) will have an obligation with respect to an earnout, contingent purchase price or other similar contingent payment obligation; (x) any Contract with a Material Business Customer or Material Business Supplier; (xi) any Contract pursuant to which any Seller Entity may be entitled to receive or obligated to pay more than $[***] in any calendar year; (xii) any Contract that requires any Person to purchase its total requirements of any product or service from any other Person or contains “take or pay” or similar provisions; (xiii) any Contract that contains a “most-favored-nation” clause or similar term that provides preferential pricing or treatment; (xiv) any Contract to which the only counterparties are a Seller Entities or a Seller Entity and an Affiliate of any Seller Entity; or (xv) any Seller Entity IP Contract. (b) Each Material Business Contract is a valid, binding and enforceable obligation of the applicable Seller Entity that is a party thereto and, to the Knowledge of the Seller, of each other party thereto, and each Material Business Contract is in full force and effect, except as enforceability may be limited by the Bankruptcy and Equity Principles. No Seller Entity representative or, to the Knowledge of the Seller, as with an entity in which any of the date hereofforegoing is a controlling person; (vii) contracts pursuant to which there is either a current or future obligation of RSUI to make payments in excess of $50,000 in any twelve-month period (other than contracts relating to investments in the ordinary course of business and other than leases of real property); (viii) contracts under which RSUI agrees to indemnify any Person other than contracts entered into in the ordinary course of business which are not otherwise Material Business Contracts; (ix) contracts pursuant to which any Person has been granted any Lien, other than a Permitted Lien, on any assets or properties of RSUI; and (x) all written contracts of Seller or any of its Affiliates for the deferred payment of the purchase price in respect of any Acquired Assets, to the extent such contract is material to the Business. (b) Except for the consent identified on Schedule 4.16(b) (the "Xxxxxxx Oaks Consent"), no Material Business Contract requires any consent, approval, waiver or authorization by any third party for the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement. (c) Seller has made available to Purchaser true, correct and complete copies of all of the Material Business Contracts. Each of the Material Business Contracts is a valid and binding obligation of Seller, RSUI, or such other Affiliate of Seller as may be party thereto. Except as set forth in Schedule 4.16(c), neither Seller, RSUI nor any other Affiliate of Seller party thereto is in material breach or violation of, or default under, any such Material Business Contract except as would not reasonably be expected to be material to the Business. As of the date hereof no Seller Entity has received any written notice of breach or default that remains uncured or unresolved or of the intention of any party to any Material Business Contract to terminate any Material Business Contract. Complete and correct copies of all Material Business Contracts, as of the date hereof, have been provided to the Buyer. No Seller Entity has assigned, delegated or otherwise transferred to any third party any of its rights, title or interest under any Material Business Contract.