Common use of Material Contracts and Leases Clause in Contracts

Material Contracts and Leases. The list of agreements set forth in DL 3.18 includes all the Material Contracts (as defined below) that the Corporation or any of the Subsidiaries is party to, or is bound by. For purposes of this Agreement, a "Material Contract" shall mean (i) any contract, lease or other agreement (except for purchase orders entered into in the ordinary course of business and contracts and agreements cancelable by the Corporation or any of its Subsidiaries at will or on notice of 30 days or less) to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound, which by its terms calls for the payment by either party to such contract or agreement of $250,000 or more in any fiscal year or is material to the business, operations or financial condition of the Corporation and its subsidiaries, taken as a whole,(ii) any material agreement, contract or commitment not in the ordinary course of business, (iii)any agreement, indenture or other instrument which contains restrictions with respect to payment of dividends or any other distribution in respect of its capital stock,(iv) any agreement, contract or commitment to be performed relating to capital expenditures in excess of $100,000 in any calendar year, or in the aggregate requiring expenditures in excess of $1,000,000,(v) any material agreement, indenture or instrument relating to indebtedness for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business, intercompany indebtedness, intercompany transfers, and operating leases),(vi) any loan or advance to (other than advances to employees in the ordinary course of business in amounts of $25,000 or less to any individual and $100,000 in the aggregate to all employees), or investment in (other than investments in Subsidiaries), any Person, or any agreement, contract or commitment relating to the making of any such loan, advance or investment or any agreement, contract or commitment involving a sharing of profits (except for bonus or commission arrangements with employees entered into in the ordinary course of business consistent with past practice),(vii) any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than in the ordinary course of business and other than with respect to any indebtedness or obligation of the Corporation or any Subsidiary),(viii) any management service, consulting or any other similar type of contract (other than contingent fee agreements with collection attorneys), involving payments of more than $150,000 annually, unless terminable by the Corporation or Subsidiary on not more than 90 days notice,(ix) any agreement, contract or commitment limiting the ability of the Corporation or any of its Subsidiaries to engage in any line of business or to compete with any Person,(x) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by the Corporation or any of its Subsidiaries other than in the ordinary course of business, or (xi) any agreement, contract or commitment to employ any of its officers or employees, and (xii) any material amendment, modification or supplement in respect of any of the foregoing. Neither the Corporation nor any of its Subsidiaries is in default under any Material Contract, except for such defaults which will not, individually or in the aggregate, have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. Except as shown in DL 3.18, no approval or consent of, or notice to, any person is needed in order that each such Material Contract shall continue in full force and effect in accordance with its terms without penalty, acceleration or rights of early termination by reason of the consummation of the transactions contemplated by this Agreement.

Material Contracts and Leases. The list of agreements set forth in DL 3.18 includes all the Material Contracts (as defined below) that the Corporation or any of the Subsidiaries is party to, or is bound by. For purposes of this Agreement, a "Material Contract" shall mean (i) any contract, lease or other agreement (except for purchase orders entered into in the ordinary course of business and contracts and agreements cancelable by the Corporation or any of its Subsidiaries at will or on notice of 30 days or less) to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound, which by its terms calls for the payment by either party to such contract or agreement of $250,000 or more in any fiscal year or is material to the business, operations or financial condition of the Corporation and its subsidiaries, taken as a whole,(iiwhole, (ii) any material agreement, contract or commitment not in the ordinary course of business, (iii)any iii) any agreement, indenture or other instrument which contains restrictions with respect to payment of dividends or any other distribution in respect of its capital stock,(ivstock, (iv) any agreement, contract or commitment to be performed relating to capital expenditures in excess of $100,000 in any calendar year, or in the aggregate requiring expenditures in excess of $1,000,000,(v1,000,000, (v) any material agreement, indenture or instrument relating to indebtedness for borrowed money or the deferred purchase price of property (excluding trade payables in the ordinary course of business, intercompany indebtedness, intercompany transfers, and operating leases),(vileases), (vi) any loan or advance to (other than advances to employees in the ordinary course of business in amounts of $25,000 or less to any individual and $100,000 in the aggregate to all employees), or investment in (other than investments in Subsidiaries), any Person, or any agreement, contract or commitment relating to the making of any such loan, advance or investment or any agreement, contract or commitment involving a sharing of profits (except for bonus or commission arrangements with employees entered into in the ordinary course of business consistent with past practice),(viipractice), (vii) any guarantee or other contingent liability in respect of any indebtedness or obligation of any Person (other than in the ordinary course of business and other than with respect to any indebtedness or obligation of the Corporation or any Subsidiary),(viiiSubsidiary), (viii) any management service, consulting or any other similar type of contract (other than contingent fee agreements with collection attorneys), involving payments of more than $150,000 annually, unless terminable by the Corporation or Subsidiary on not more than 90 days notice,(ix) any agreement, contract or commitment limiting the ability of the Corporation or any of its Subsidiaries to engage in any line of business or to compete with any Person,(xPerson, (x) any warranty, guaranty or other similar undertaking with respect to a contractual performance extended by the Corporation or any of its Subsidiaries other than in the ordinary course of business, or (xi) any agreement, contract or commitment to employ any of its officers or employees, and (xii) any material amendment, modification or supplement in respect of any of the foregoing. Neither the Corporation nor any of its Subsidiaries is in default under any Material Contract, except for such defaults which will not, individually or in the aggregate, have a Material Adverse Effect on the Corporation and its Subsidiaries, taken as a whole. Except as shown in DL 3.18, no approval or consent of, or notice to, any person is needed in order that each such Material Contract shall continue in full force and effect in accordance with its terms without penalty, acceleration or rights of early termination by reason of the consummation of the transactions contemplated by this Agreement.