Common use of Material Contracts and Other Commitments Clause in Contracts

Material Contracts and Other Commitments. (a) Except for the Related Agreements, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by this Agreement or the Related Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its Subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of or payments to the Company or any of its Subsidiaries in excess of $100,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products or services to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services. (c) The Company has not since December 31, 1998 (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities in excess of $100,000, (iii) made any loans or advances to any person, other than ordinary advances to employees for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the nonexclusive license of software to end-users in the ordinary course of business. (d) All the material contracts, agreements and instruments to which the Company is a party are listed on the exhibit index to the Registration Statement and such contracts, agreements and instruments are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms. The Company is not in material default under any contract, and, to the Company's knowledge, no other party to any such contract is in material default.

Material Contracts and Other Commitments. (a) Except for the Related AgreementsAgreements and as set forth on Schedule 2.9(a), there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by this Agreement or the Related Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company or any of its Subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of or payments to the Company or any of its Subsidiaries in excess of $100,00020,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its SubsidiariesCompany, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products or services to any other person or affect the Company's exclusive right to develop, manufacture, assemble, distribute, market or sell its products or services. (c) The Except for agreements explicitly contemplated by this Agreement, the Contribution Agreement (as defined herein) or the Related Agreements, the Company has not since December 31, 1998 (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities in excess of $100,00020,000, (iii) made any loans or advances to any person, other than ordinary advances to employees for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the nonexclusive license of software to end-users in the ordinary course of business. (d) All Except for agreements explicitly contemplated by this Agreement, the Contribution Agreement (as defined herein) or the Related Agreements, all the material contracts, agreements and instruments to which the Company is a party party, or with respect to which the Company receives a material benefit, either directly or indirectly, through Read-Rite Corporation, by assignment, license or otherwise, are listed on the exhibit index to the Registration Statement Schedule 2.9 (d) and such contracts, agreements and instruments are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by in full force and effect in all material respects, subject to laws of general application relating to bankruptcy, insolvency and the Company in accordance with their respective termsrelief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Company is not in material default under any contract, and, to the knowledge of the Company's knowledge, no other party to any such contract is in material default.

Material Contracts and Other Commitments. (a1) Except for the Related Agreements, there are no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof. (b) Except for agreements explicitly contemplated by this Agreement or the Related Agreements, there There are no agreements, understandings, instruments, contracts or proposed transactions to which the any Group Company or any of its Subsidiaries is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of of, or payments to the to, any Group Company or any of its Subsidiaries in excess of $100,000US$500,000, (ii) the license of any patent, copyright, trade secret or other proprietary right to or from any Group Company, except for ordinary course proprietary information agreements with its own employees or consultants, and standard end-user license agreements relating to software products used by, or products sold to customer of, any Group Company in the Company or any ordinary course of its Subsidiariesbusiness, or (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products or services to any other person or affect the Company's exclusive right of any Group Company to develop, manufacture, assemble, distribute, market or sell its products or servicesproducts. (c2) The Company has not since December 31, 1998 (i) declared or paid any dividends dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities in excess of $100,000US$500,000, (iii) made any loans or advances to any person, other than ordinary advances to employees for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the nonexclusive license of software to end-users in the ordinary course of business. (d3) All the material contracts, agreements and instruments to which the any Group Company is a party are listed on the exhibit index to the Registration Statement and such contracts, agreements and instruments are valid, binding and in full force and effect in all material respects, and are valid, binding and enforceable by the applicable Group Company in accordance with their respective terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Company To the Sellers’ or Company’s knowledge, none of the Group Companies is not in material default under any material contract, and, to the Sellers’ and Company's ’s knowledge, no other party to any such contract is in material default.