Common use of Material Contracts Clause in Contracts

Material Contracts. (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each of the following Contracts to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”): (i) None all Contracts involving aggregate consideration in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of the Core MTS Business or any Transferred Assets for consideration in excess of its Subsidiaries is a party to or bound by:$150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any agreement for material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the lease or sublease (whether of real or personal property) providing for annual payments public generally, with licenses, maintenance, support and other fees of $750,000 100,000 or moreless, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (Biv) any agreement all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of materialsservice, suppliesin each case which are material to the Business, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementstaken as a whole; (Cv) any salesother than indemnification of directors, distribution officers or other similar agreement providing employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the sale indemnification of materials, supplies, goods, services, equipment any Person or other assets that provides for annual payments the assumption of $5.0 million or more in MCK’s fiscal year 2016any Liability of any Person; (Dvi) any equity partnership, joint venture or other similar agreement or arrangement all Contracts that is material to the Core MTS Business; (E) any agreement relating relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the three last two (2) years preceding the date hereof involving aggregate consideration of $250,000 or morethat have any surviving obligations; (Fvii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any agreement relating Governmental Authority; (ix) all Contracts that limit or purport to indebtedness for borrowed moneylimit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person, or otherwise materially restricts Sellers’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the deferred purchase price disposition of property any material assets or capital leases line of business of any Seller; (in either casex) all joint venture, whether incurred, assumed, guaranteed partnership or secured by similar Contracts; (xi) all powers of attorney with respect to the Business or any assetTransferred Asset; (xii) involving payment obligations of $1,500,000 all Contracts between or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, a Seller on the one hand, hand and MCK or any Affiliate of its Affiliates (other than the MCK Contributed Entities), a Seller on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing);and (Gxiii) any agreement that restricts, prohibits all collective bargaining agreements or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete Contracts with any Person (includinglabor organization, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses union or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsassociation. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and binding agreement on Sellers in accordance with its terms, and except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of the Core MTS Business and equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity), is in full force and effect, and none of the Core MTS Business, effect in all material respects. No Seller or, to the knowledge of MCKSellers’ Knowledge, any other party thereto is in breach of or default or breach under any Material Contract in any respect under the terms material respects, or has provided or received any notice of such MTI any intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any Material Contract in any material respect or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Except as set forth on Schedule 4.06(b) which contains only Intellectual Property Licenses (such defaults or breaches which would not reasonably be expectedContracts set forth on Schedule 4.06(b), individually or in each a “Post-Signing Contract” and collectively, the aggregate“Post-Signing Contracts”), to be material to the Core MTS Business, taken as a whole. True complete and complete correct copies of each MTI Material ContractContract (including all modifications, amendments and all amendments thereto, in each case subject to the redaction of certain information, supplements thereto and waivers thereunder) have been delivered made available to MCK or its outside counselBuyer.

Material Contracts. (a) As of the date of this Agreement, Schedule 4.11(a) of Seller’s Disclosure Schedules lists each of the following Contracts of the Companies and the Transferred Subsidiaries (collectively, “Material Contracts”): (i) None Any Contract relating to any Indebtedness for borrowed money in excess of $7,500,000; (ii) Any written employment, severance, termination, employee-like consulting or retirement Contract for any Employee providing for annual compensation in excess of $375,000 (excluding discretionary bonuses) or with respect to the Core MTS Business employment of, severance, retention or payment to, any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moredirectors and executive officers; (Biii) any agreement for Any Contract entered into within the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement last three years relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration contemplating an exchange of value in excess of $250,000 or more3,750,000; (Fiv) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement Any Contract that restricts, prohibits or impairs (limits or purports to restrictlimit the manner in which, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (duration for which or the Company after the Closing), any material acquisition of property by the Core MTS Business (localities in which its business is or could be conducted or the Company after the Closing) types of business that it conducts or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to may conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) other than pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements engagement letters entered into in the ordinary course of business consistent with past practicebusiness; (Jv) any agreement Any material Contract pursuant to which (1) the Core MTS Business has provided Companies or leased, or agreed the Transferred Subsidiaries grant a license to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property owned by the Companies or their respective Subsidiaries to a third party or (including any contingent right to receive 2) the Companies or lease source code containing or embodying any Software included in the MCK Owned Transferred Subsidiaries license Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement from a third party (other than licenses for commercial “off-the-shelf” or otherwise“shrink-wrap” software); (Kvi) any agreement Any Contract relating to the employment, severance, retention or indemnification settlement of any service provider Action within the past three years with any Governmental Authority (regardless of amount); (vii) Any Contract containing a covenant not to compete; (viii) Any Contract with any Affiliate of Seller (other than the Core MTS Business with a base salary Companies or base compensation the Transferred Subsidiaries) involving any amount or obligation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business1,000,000; (Lix) Any Contract (including any so-called take-or-pay or keepwell agreements) under which (A) any agreement with person has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Company or a Transferred Subsidiary or (B) any Company or a Transferred Subsidiary has directly or indirectly guaranteed indebtedness, liabilities or obligations of any person, (in each case other than endorsements for the benefit purpose of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and collection in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreementsbusiness), equipment in any such case which, individually, is in excess of $500,000; (x) Any Contract under which any Company or Transferred Subsidiary has, directly or indirectly, made any advance, loan or extension of credit to any person, in any such case which, individually, is in excess of $3,750,000 other assets that are generally available for purchase by business entities than any such Contract entered into in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments ordinary course of less than $1.0 million; orbusiness; (Nxi) Any Contract providing for indemnification of any agreement person with any Governmental Authority respect to material liabilities relating to corporate integrity, deferred prosecution, any current or former business of any Company or Transferred Subsidiary; (xii) Any Contract for any joint venture; and (xiii) Any Contract other than as set forth above to which any Company or Transferred Subsidiary is a party or by which it or any of its assets or businesses is bound or subject that is material to its business or the Core MTS Business’ use or MCK’s material non-compliance with Health Care Lawsoperation of its assets. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Section 3.17(a) of the Seller Disclosure Schedule lists the following Contracts to which the any of the Sold Companies is a party as of the date of this Agreement, other than this Agreement, the Company Benefit Plans (other than as expressly covered by Section 3.17(a)(xiv) or Section 3.17(a)(xv) below) and the Insurance Policies (collectively, the “Material Contracts”): (i) None any Contract containing any right of exclusivity in favor of the Core MTS Business other parties thereto (including any Contract requiring the Sold Companies to purchase its total requirements of any product or service from a third party) with respect to any matter related to the business of the Sold Companies or any covenant limiting the ability of its Subsidiaries is the Sold Companies or, upon the Closing, Buyer to engage in any line of business, compete with any Person or in any geographic area; (ii) each Contract that includes a party covenant not to xxx or bound by:a settlement agreement; (iii) each Contract that contains “take or pay” provisions; (iv) each Contract providing for the development of any material technology or other material Company-Owned Intellectual Property, independently or jointly, by or for the Sold Companies; (v) each Contract requiring any of the Sold Companies to pay to any Person (excluding Business Employees, independent sales representatives and distributors) royalties or commissions in excess of $100,000 for the manufacture, sale or distribution of any Company Product; (vi) each Contract that creates, governs or controls a partnership, joint venture, the sharing of revenues, profits, losses, costs or liabilities or other similar arrangements with respect to the Sold Companies; (vii) each Contract that (A) provides for or relates to Indebtedness of the Sold Companies, other than any agreement Indebtedness between or among any of the Sold Companies or (B) provides for the lease or sublease (whether of real relates to any hedging, derivatives or personal property) providing for annual payments of $750,000 similar contracts or morearrangements; (Bviii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets each Contract that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating relates to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 entered into after August 26, 2011 (or moreto Seller’s Knowledge, between January 1, 2010 and August 26, 2011) or pursuant to which any Sold Company has any material current or future rights or obligations; (Fix) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more each Contract granting a Lien (other than (ia Permitted Lien) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (property or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use asset of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Sold Companies; (Hx) each Contract that contains any material agreement provisions requiring any Sold Company to indemnify any other party (excluding licenses indemnities (x) contained in Contracts for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to usepurchase, sale or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, license of products or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into services in the ordinary course of business consistent with past practice; practice or (Jy) that are not otherwise reasonably expected to result in payments by any agreement pursuant Sold Company in excess of $100,000 (after giving effect to which any insurance coverage, but including the Core MTS Business has provided or leased, or agreed to provide or lease, payment of any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwiseapplicable deductibles thereunder); (Kxi) any agreement relating except for non-exclusive license agreements granted to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and Sold Companies in the ordinary course of business for generally commercially available computer software available or design tools on standard terms and in object-code form with annual fees of less than $100,000, each Contract pursuant to which any rights have been granted to the Sold Companies with respect to any material Intellectual Property; (xii) except for sales of Company Products and any other non-exclusive license agreements granted by the Sold Companies in the ordinary course of business, each Contract pursuant to which any Person has been granted any license under or has received or acquired any right to any Company-Owned Intellectual Property; (xiii) each Contract with a Governmental Entity pursuant to which the Sold Companies received payments of $100,000 or more during Seller’s most recently completed fiscal year; (xiv) each employment, consulting, severance, retention, bonus or change in control agreement or Contract with any Business Employee or individual consultant of any of the Sold Companies with respect to which any Sold Company is a party that (A) provides annual aggregate annual salary and bonuses that may exceed $200,000; (B) provides for the payment of any cash or other compensation or benefits as a result of the consummation of the transactions contemplated by this Agreement; or (C) otherwise restricts any Sold Company’s ability to terminate the employment or engagement of such individual without penalty or Liability; (xv) each collective bargaining agreement or other Contract with any labor union or other employee association or organization; and (xvi) each other Contract (or series of related Contracts) (other than purchase orders issued pursuant to a Contract governing such purchase orders or Contracts for the purchase or sale of materials, materials entered into in the ordinary course of business) for the purchase or sale of supplies, goods, services (excluding any employment agreements)services, equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide providing for annual payments by the Sold Companies or to the Sold Companies, respectively, during Seller’s most recently completed fiscal year of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, 100,000 or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsmore. (i) Seller has made available to Buyer accurate and complete copies of all Material Contracts, each as amended to date, (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI each Material Contract”) Contract is a valid and binding agreement on each Sold Company that is a party thereto, as applicable, and to the Knowledge of the Core MTS Business Seller, each other party thereto, and in all material respects is in full force and effecteffect and enforceable in accordance with its terms, and none (iii) each of the Core MTS BusinessSold Companies, orand, to the knowledge Knowledge of MCKSeller, any other party thereto is thereto, has performed in default or breach in any respect all material respects all obligations required to be performed by it under the terms of such MTI each Material Contract, except for (iv) none of the Sold Companies have received notice of the existence of any such defaults event or breaches condition which constitutes, or, after notice or lapse of time or both, will or would not reasonably be expectedexpected to constitute, individually or in a material default on the aggregatepart of any of the Sold Companies under any Material Contract, to be material and to the Core MTS BusinessKnowledge of Seller, there are no events or conditions which constitute, or, after notice or lapse of time or both, will or would reasonably be expected to constitute a material default on the part of any counterparty under such Material Contract, and (v) since August 26, 2011 (and to Seller’s Knowledge, between January 1, 2010 and August 26, 2011), none of the Sold Companies have received any written notice, or to the Knowledge of Seller, any other written communication from any Person that such Person intends to terminate any Material Contract. (c) Section 3.17(c) of the Seller Disclosure Schedule sets forth (i) the top ten (10) customers of the Sold Companies, taken as a whole, by net revenue during the 12-month period ended as at the Balance Sheet Date (the “Top Customers”) and (ii) the top five (5) suppliers of the Sold Companies, taken as a whole, by expenditures during the 12-month period ended as at the Balance Sheet Date (the “Top Suppliers”). True As of the date hereof, (i) none of the Top Customers or the Top Suppliers has canceled or otherwise terminated its relationship with the Sold Companies and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject (ii) to the redaction Knowledge of certain informationSeller, none of the Sold Companies have been delivered received written notice or any other communication that any such Top Customer or Top Supplier, as the case may be, intends to MCK terminate or otherwise (x) materially modify its outside counselrelationship with any of the Sold Companies in a manner adverse to the Sold Companies or (y) materially change its purchases from or sales to the Sold Companies (other than in the ordinary course of business or as otherwise contemplated by the Contracts with such Persons made available to Buyer prior to the date of this Agreement) in a manner adverse to any of the Sold Companies.

Material Contracts. (a) Schedule 3.16 of the Disclosure Schedules lists each of the following Contracts (such Contracts as described in this Section 3.16(a), subject to the provisions of Section 2.5(c), being “Material Contracts”): (i) None all Assumed Contracts set forth on Schedule 3.16(a)(i)(1) with customers of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materialsBusiness, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than Assumed Contracts substantially in a form set forth on Schedule 3.16(a)(i)(2) of the Disclosure Schedules and made available to Buyer (i) intercompany indebtedness among the MCK Contributed Entities and “Customer Standard Forms”) (ii) intercompany indebtedness among any all Assumed Contracts that limit or purport to limit the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice ability of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or during any period of time, or that, in connection with the Business, restricts the right of Seller to sell to or purchase from any Person, or that grants the other party or any third person “most favored nation” status; (iii) compete with all joint venture, partnership or similar Assumed Contracts regarding ownership of or investments in any Person Person, business or enterprise; (including, for the avoidance of doubt, any material agreement iv) all Assumed Contracts that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive are inbound or outbound licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on regarding the use of any of the MCK Owned material Transferred Intellectual Property and/or MCK Licensed or Transferred Technology; (v) all Assumed Contracts that involve the lease of equipment with remaining payments that exceed $50,000 in any 12-month period; (vi) all Assumed Contracts that restrict any Seller Party’s ability to own, use, register, disclose or enforce any Transferred Intellectual PropertyProperty (other than non-exclusive licenses); (Hvii) all Assumed Contracts with a Significant Customer, Significant Supplier or Governmental Authority (provided that the Seller shall have no obligation to list on Schedule 3.16(a)(vii) any material agreement (excluding licenses for commercial off purchase orders entered into with a Significant Customer on a Customer Standard Form or Significant Supplier in a form set forth on Schedule 3.16(a)(vii) of the shelf computer software that are generally Disclosure Schedules and made available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property RightBuyer); (Iviii) all Assumed Contracts that involve an obligation to purchase a minimum quantity of goods or services; (ix) any agreement pursuant collective bargaining agreements or other agreements with a trade union, works council or other similar labor organization to which a Seller Party is a party or otherwise bound that would affect any Person is authorized Business Employees after the Closing; (x) any Assumed Contract relating to useany disposition or acquisition of assets or any interest in any business enterprise, except for the sale of products or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into services in the ordinary course of business consistent with past practicebusiness; (Jxi) any agreement pursuant to all Assumed Contracts that are settlement, conciliation or similar agreements which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation would require payment in excess of $300,000 per year, other than those that can be terminated without liability to 100,000 after the Core MTS date hereof or which materially restrict or impose material obligations upon the Business;; and (Lxii) all Assumed Contracts between or among members of the Seller Group, any agreement with or for the benefit of MCK their respective Affiliates, or any Affiliate Person with whom the Seller Parties do not deal at arms’ length or to which any executive officer or director of MCK with obligations that continue following a member of the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsSeller Group is a party. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Assumed Contract and Shared Contract is a valid and binding agreement on the applicable Seller Party and, to the Knowledge of Seller, the Core MTS Business counterparties thereto, and is in full force and effect. No Seller Party is in breach of, and none of the Core MTS Business, or, to the knowledge of MCKor default under, any other party thereto Material Contract to which it is in default or breach in any respect under the terms of such MTI Material Contracta party, except for any such breaches or defaults or breaches which that would not reasonably be expectednot, individually or in the aggregate, to be material to the Core MTS BusinessBusiness or the Transferred Assets, taken as and to Seller’s Knowledge, each of the other parties thereto has performed all obligations required to be performed by it under, and is not in breach of or default under, any Material Contract. No event has occurred that would result in a wholematerial breach by any Seller Party of, result in the loss of any material right or benefit of, cause acceleration of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) or give rise to any right to terminate, cancel, amend or accelerate under, or require any consent of or notice to any Person pursuant to, any Material Contract. True As of the date hereof, no Seller Party has received any written notice, or, to Seller’s Knowledge, oral notice, of any Person’s intent to terminate or materially amend any Material Contract. Seller has made available to Buyer correct and complete copies of each MTI all Material Contract, and all amendments thereto, in each case subject to the redaction of certain informationtogether with all amendments and supplements thereto, and no material changes have been delivered made to MCK or its outside counselany Material Contract since the date on which such Material Contract was made available to Buyer, except such changes as have been made available to Buyer.

Material Contracts. (ia) None All Contracts required to be filed as exhibits to the GSM SEC Documents have been so filed in a timely manner. Section 3.17(a) of the Core MTS Business GSM Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each of the following Contracts to which GSM or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK which GSM or any of its Affiliates Subsidiaries or any of their assets or businesses are bound (other than and any amendments, supplements and modifications thereto): (i) any Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the MCK Contributed EntitiesExchange Act), on the other hand; provided that, in the case of clause ; (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement Contract that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or materially limits the freedom, in ability of GSM or any material respect, of the Core MTS Business (its affiliates to compete or the Company after the Closing) to conduct the following activities (i) engage provide services in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or market segment or to engage in any type of business (iii) compete with including any Person (includinglicense, for the avoidance of doubtcollaboration, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses agency or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertydistribution agreements); (Hiii) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement Contract required to be disclosed pursuant to this Section 4.02(iItem 404 of Regulation S-K of the Exchange Act; (iv) any Contract or series of related Contracts relating to indebtedness for borrowed money (A) in excess of $20 million or (B) that becomes due and payable as a result of the Transactions; (v) any license, sublicense, option, development or collaboration agreement or other Contract relating to GSM Material Intellectual Property (excluding “shrink-wrap,” “click-wrap” or other uncustomized commercially available off-the-shelf software licenses that are not the subject of a negotiated agreement and excluding agreements the primary purpose of which is to purchase tangible goods or procure services unrelated to Intellectual Property) for which the aggregate annual amounts paid or payable to or by GSM or any of its Subsidiaries related to such agreement are greater than $250,000; (vi) any Contract (excluding purchase orders issued in the ordinary course of business, a form or example of which has been previously provided to FA) with any of GSM’s top 10 suppliers (including purchasing agreements and group purchasing agreements) (eachmeasured by dollar volume of purchases of GSM during the 12 months ended December 31, 2014); (vii) any Contract (excluding purchase orders issued in the ordinary course of business, a form or example of which has been previously provided to FA) with any of GSM’s top 10 customers (measured by dollar volume of spending by the customer during the 12 months ended December 31, 2014); (viii) any purchase, sale or supply Contract that contains volume requirements or commitments, exclusive or preferred purchasing arrangements or promotional requirements in excess of $10 million; (ix) any material lease, sublease, occupancy agreement or other Contract with respect to the GSM Leased Real Property (“MTI Material GSM Lease Agreements”), (x) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of GSM or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses; (xi) any material acquisition or divestiture agreement that contains “earn-out” provisions or other contingent payment obligations that have not been satisfied in full; (xii) any agreement that by its terms limits the payment of dividends or other distributions by GSM or any of its Subsidiaries; (xiii) any Contract for any joint venture, partnership or similar arrangement, or any Contract involving a sharing of revenues, profits, losses, costs, or liabilities by GSM or any of its Subsidiaries with any other Person involving a potential combined commitment or payment by GSM and any of its Subsidiaries in excess of $5 million annually; (xiv) any other agreement which would prohibit or delay beyond the Outside Date the consummation of Merger or any other Transaction contemplated by this Agreement; or (xv) any GSM Significant Concession Contract”. (b) is a valid GSM has heretofore made available to FA true, correct and binding agreement complete copies of the Core MTS Business Contracts set forth in Section 3.17(a). (c) Except as has not had and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedexpected to have, individually or in the aggregate, a GSM Material Adverse Effect, (i) all Contracts set forth or required to be material set forth in Section 3.17(a) of the GSM Disclosure Schedule or filed or required to be filed as exhibits to the Core MTS BusinessGSM SEC Documents (the “GSM Material Contracts”) are valid, taken binding and in full force and effect and are enforceable by GSM or its applicable Subsidiary in accordance with their terms, except as a whole. True limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) GSM, or its applicable Subsidiary, has performed all material obligations required to be performed by it under the GSM Material Contracts, and complete copies it is not (with or without notice or lapse of each MTI time, or both) in material breach or material default thereunder and, to the Knowledge of GSM, no other party to any GSM Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2014, neither GSM nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential material violation of, or material failure to comply with, any term or requirement of any GSM Material Contract, and all amendments thereto(iv) neither GSM nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, in each case subject terminate, change the scope of rights under or fail to the redaction of certain information, have been delivered to MCK or its outside counselrenew any GSM Material Contract.

Material Contracts. Section 3.12 of the Disclosure Schedule lists each Contract to which any Seller is a party or to which such Seller or the Purchased Assets are subject or by which such Seller or the Purchased Assets are bound that is a Material Contract. The following Contracts shall be deemed to be “Material Contracts” with respect to each Seller: any Contract that (a) after the Balance Sheet Date obligates such Seller to pay an amount of $25,000 or more, (b) has an unexpired term as of the Balance Sheet Date in excess of six months, (c) the Business is substantially dependent upon or which is otherwise material to the Business, (d) provides for an extension of credit other than credit agreements with banks having normal credit terms, (e) limits or restricts the ability of such Seller in any material respect to compete or otherwise to conduct the Business in any manner or place, (f) provides for a guaranty or indemnity by such Seller, (g) grants a power of attorney, agency or similar authority to another Person, (h) grants a right to, or obligation of, any Affiliate, officer or director or any Associate of such Seller, (i) None requires such Seller to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in excess of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair)expected receipts, or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closingj) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant was not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into made in the ordinary course of business consistent with past practice; (J) any agreement pursuant business. Each Material Contract is valid and subsisting; Sellers have duly performed all their respective obligations thereunder to which the Core MTS Business has provided extent that such obligations to perform have accrued; and no breach or leaseddefault, alleged breach or default, or agreed to provide event which would (with the passage of time, notice or lease, both) constitute a breach or default thereunder by any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS BusinessSeller, or, to the best knowledge of MCKSellers, any other party thereto is in default or breach in any obligor with respect under the terms of such MTI Material Contractthereto, except for any such defaults has occurred or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a wholeresult of the Transactions will occur. True and complete copies of each MTI Material Contractthe written Contracts listed on Section 3.12 of the Disclosure Schedule, and including all amendments and supplements thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselBuyer, together with full, complete and accurate descriptions of all oral Contracts.

Material Contracts. (ia) None The Company has made available to Parent true, correct and complete copies of all of, the following written Contracts (and all amendments thereto) (or a summary of the Core MTS Business material terms of any oral Contracts) to which the Company or any of its Subsidiaries is a party to or by which any of their properties or assets are bound byas of the date of this Agreement: (Ai) any agreement mortgage, indenture, note, letter of credit, reimbursement or installment obligation, or other instrument for the lease or sublease (whether of real or personal property) providing for annual payments relating to Indebtedness in excess of $750,000 or more250,000; (Bii) (x) guaranty of any agreement obligation in excess of $250,000 for borrowings or performance, or (y) guaranty or warranty of products or services, excluding endorsements or guaranties of instruments made in the ordinary course of business, including in connection with the deposit of items for collection, and statutory warranties; (iii) Contract for the sale or lease of any of its assets in excess of $250,000 other than in the ordinary course of business; (iv) Contract for the purchase of any real estate, machinery, equipment, or other capital assets in excess of $250,000; (v) Contract for the future purchase of materials, supplies, goods, services, merchandise, or equipment or other assets providing for annual payments parts in excess of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements250,000; (Cvi) any salesContract pursuant to which it is or may be obligated to make payments, distribution contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets, or stock of other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016companies; (Dvii) any equity partnershipdistribution, joint venture dealership, representative, broker, sales agency, advertising or other similar agreement or arrangement that is material consulting Contract pursuant to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration which in excess of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, 5,000,000 in annual gross revenues are recognized by the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided thatCompany, in the case of clause (ii) any such indebtedness shall be paid off Contract with a Person primarily engaged in full the software publishing, distribution or resale business, and $250,000, in the case of any other such Contract; excepting in each case any such Contract that is terminable at will, or prior to the Closing)by giving notice of 30 days or less, without Liability; (Gviii) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, Lease for the avoidance use of doubt, any material agreement that includes real or personal property with rent in excess of $250,000 per year; (Iix) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any Contract imposing non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits exclusive dealing obligations on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)it; (Hx) Contract in excess of $250,000 providing for payments to or by any material agreement (excluding licenses for commercial off the shelf computer software that are generally available Person based on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to usesales, purchases, or a covenant not to be sued underprofits, any Intellectual Property Rightother than direct payments for goods; (Ixi) Contract for the employment of any agreement pursuant Shareholder, director, officer, consultant or key employee not terminable without penalty or Liability arising from such termination or any severance or change-in-control contract or arrangement; (xii) Contract relating to cleanup, abatement or other actions in connection with environmental liabilities; or (xiii) Contract which any Person (A) involves future payment by or to the Company or the applicable Subsidiary in excess of $250,000 or (B) is authorized otherwise material to usethe extent relating to the conduct of the business of the Company and its Subsidiaries ((i) through (xiii) collectively, or receives the "Material Contracts"). (b) Schedule 4.12 sets forth a covenant not to be sued underlist of all (i) Material Contracts, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within excluding customer agreements contracts entered into in the ordinary course of business consistent with past practice; and (Jii) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included all Contracts described in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (KSection 4.12(a)(i) any agreement relating to Indebtedness for borrowed money regardless of whether the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation amount thereof is in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or 250,000. Each Material Contract is valid, binding and enforceable against the Company or the applicable Subsidiary, and to the Company's Knowledge the other parties thereto in accordance with its terms (N) any agreement with any Governmental Authority subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to corporate integrityor affecting the rights of creditors and to general principles of equity), deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none . The Company or the applicable Subsidiary has performed all material obligations required to be performed by it to date under each of the Core MTS BusinessMaterial Contracts. Except as set forth in Schedule 4.12, orneither the Company nor any of its Subsidiaries nor, to the knowledge of MCKCompany's Knowledge, any other party thereto is in material breach of or default under any Material Contract (and no event has occurred which, with due notice or breach in lapse of time or both, would constitute such a lapse or default). (c) For the purposes of this Agreement, the term "Contract" means, collectively, all contracts, agreements, commitments, instruments and guaranties to which the Company or any Subsidiary is a party. For the purposes of this Agreement, the term "Indebtedness" means (without duplication), with respect under to any Person, whether recourse is to all or a portion of the terms assets of such MTI Material ContractPerson, (i) the principal of and premium, if any, in respect of any indebtedness of such Person for money borrowed, (ii) the principal, premium, if any, and interest of such Person with respect to obligations evidenced by bonds, debentures, notes or, except for any such defaults accrued liabilities arising in the ordinary course of business, other similar instruments, including obligations incurred in connection with the acquisition of property, assets or breaches businesses (other than trade payables which would are not reasonably be expected, individually overdue or in the aggregatedefault), to be material (iii) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto) but only to the Core MTS Businessextent of drawings thereunder, taken (iv) every obligation of such Person issued or assumed as the deferred purchase price of property or services (excluding trade accounts payable or accrued liabilities arising in the ordinary course of business which are not overdue or in default), (v) every capital lease obligation (determined in accordance with GAAP) of such Person, (vi) all Indebtedness of other Persons secured by a whole. True Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and complete copies (B) the amount of each MTI Material Contractsuch Indebtedness of such other Persons, (vii) every obligation to pay rent or other payment amounts of such Person with respect to any sale-leaseback transaction to which such Person is a party, payable through the stated maturity of such sale-leaseback transaction, (viii) factoring arrangements of such Person, whether or not such arrangements appear on the balance sheet of such Person; and all amendments thereto(ix) every obligation of the type referred to in clauses (i) through (viii) of another Person the payment of which, in each case subject to the redaction of certain informationany case, have been delivered to MCK such Person has guaranteed or its outside counselis responsible or liable, directly or indirectly, as obligor, guarantor or otherwise.

Material Contracts. (i) None Schedule 3.6(b) lists all of the Core MTS Business following Contracts, agreements, commitments, arrangements, undertakings or any of its Subsidiaries understandings to which a FS Tech Entity is a party or to which a FS Tech Entity is or may be bound by:or to which the Properties of a FS Tech Entity or the Assets are or may be bound or subject or to which Seller Parent is a party with respect to the Business (each a “Material Contract,” provided however, such list and the term “Material Contract” shall not include the Real Property Leases referenced in Section 3.4(b), Personal Property Leases referenced in Section 3.4(c), Intellectual Property Licenses referenced in Section 3.5(b), Debt Instruments referenced in Section 3.6(a) and Insurance Policies referenced in Section 3.6(c)): (A) any agreement for establishing or concerning the lease operation of, a partnership or sublease (whether of real joint venture or personal property) providing for annual payments of $750,000 or moresimilar arrangement; (B) any agreement for the purchase or sale of materials, supplies, goods, services, equipment products or other assets providing for annual payments services (excluding utilities Contracts) that has a value in excess of $3.0 million 100,000, individually, or, for a series of related Contracts with the same party, in the aggregate, or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsa remaining term of greater than twelve (12) months; (C) any salesagreement that prohibits a FS Tech Entity or any of its Affiliates from freely engaging in business in any line of business, distribution or other similar agreement providing for anywhere in the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016world; (D) any equity partnershipagreement that grants any exclusive marketing, joint venture distribution, Intellectual Property or other similar agreement or arrangement that is material rights to the Core MTS Businessany third party; (E) any agreement relating to the acquisition or disposition that contains any form of most-favored pricing provision in favor of any business (whether by merger, sale customer or supplier of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or moreBusiness; (F) any agreement relating to indebtedness for borrowed moneywith a consultant, the deferred purchase price of property distributor, lobbyist, or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)third-party agent; (G) any written agreement that restrictswith any Business Employee or independent contractor of the FS Tech Entities providing for wage, prohibits or impairs (or purports to restrictbonus, prohibit or impair)consulting fee, equity grants, or has similar compensation opportunities or would reasonably be expected to have the effect of prohibiting, restricting or impairing, providing for any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete employment relationship with any Person (including, for the avoidance of doubt, any material agreement Business Employee that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or is not “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)employment at will”; (H) any material agreement (excluding licenses for commercial off that requires any performance collateral in the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to useform of payment bonds, or a covenant not to be sued underperformance bonds, any Intellectual Property Rightwarranty bonds and/or bank letters of credit; (I) any agreement pursuant to under which any Person there is authorized to usean outstanding advance or loan, or receives a covenant not commitment to be sued undermake any advance or loan, to any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyother Person, other than those contained within customer agreements entered into but in each case only to the ordinary course extent that any such advance or loan exceeds (or under the terms of business consistent with past practicethe commitment could exceed) $100,000; (J) any agreement pursuant agreement, including but not limited to which any guarantee, obligating a FS Tech Entity to indemnify any other Person in an amount in excess of $100,000, other than in connection with the Core MTS operation of the Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)Ordinary Course of Business; (K) any agreement relating to agreements since January 1, 2008, for the employmentacquisition of capital stock or assets of another Person (whether by merger, severancestock or asset purchase), retention except for agreements for the acquisition of inventory or indemnification other assets in the Ordinary Course of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any written severance or termination agreement with any current Business Employee or for independent contractor of the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)FS Tech Entities; (M) any collective bargaining agreement with or for the benefit of MCK similar labor agreement involving any Business Employees or covering any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK Business operation or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; oractivity; (N) any agreement with to pay or receive any Governmental Authority relating to corporate integrity, deferred prosecution, royalty or the Core MTS Business’ or MCK’s material license fee for any Intellectual Property (other than any non-compliance exclusive license for the use of any commercially available off-the-shelf software which was entered into in the Ordinary Course of Business); (O) each outstanding power of attorney with Health Care Lawsrespect to the Business; (P) any agreement that requires any source code to be escrowed; and (Q) any agreement not entered into in the Ordinary Course of Business of the Business. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, The Sellers have made available to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as Buyer a whole. True true and complete copies copy of each MTI written Material ContractContract and a description of each oral Material Contract (including all amendments, modifications and all amendments supplements thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel).

Material Contracts. (i) None The Company Benefit Plans, the Contracts filed as exhibits to the Filed SEC Documents and those agreements listed in Section 3.01(j) in the Company Disclosure Letter (such contracts, collectively, the “Company Material Contracts”), together constitute a complete and accurate list of each of the Core MTS Business following Contracts (without duplication) of the Company or of any of its Subsidiaries is a party Subsidiaries, including without limitation oral contracts within the Knowledge of the Company, that are in effect or as to which any rights or bound byobligations are outstanding: (A) any agreement for all Contracts that constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the lease or sublease (whether of real or personal propertySecurities Act) providing for annual payments of $750,000 or moreto the Company; (B) any agreement for the purchase of materials, supplies, goods, services, equipment all Contracts that constitute a contract committing to or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement otherwise relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness Indebtedness for borrowed money, money or the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any an asset) involving payment obligations ), in each case in excess of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)5,000,000; (GC) any agreement all Contracts containing provisions that restricts, prohibits limit or impairs (or purports purport to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedomlimit, in any material respect, the ability of the Core MTS Business Company or any of its Subsidiaries or Affiliates, including, upon consummation of the Merger, the Surviving Corporation, or any of their respective employees to: (x) sell any products, commodities or the Company after the Closing) services of or to conduct the following activities any other Person, (iy) engage in any line of businessbusiness or (z) compete with or obtain products, (ii) sellcommodities or services from any other Person or limit the ability of any Person to provide products, license commodities or otherwise distribute services to the Company or products any of its Subsidiaries, in each case, in any geographic area or (iii) compete with during any Person (including, for the avoidance period of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)time; (HD) all Contracts that by their terms call for aggregate payments or consideration or other performance by the Company or any of its Subsidiaries of more than $5,000,000 over the remaining term of such Contract, except for any such Contract that may be canceled, pursuant to its terms or applicable Law, without any material agreement (excluding licenses for commercial off penalty, acceleration or other liability to the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to useCompany or any of its Subsidiaries, upon notice of 180 days or a covenant not to be sued under, any Intellectual Property Rightfewer; (IE) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in all Contracts that concern the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a distribution by third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale parties of materials, supplies, goods, services or other commodities or equipment involving commitment for sales of more than $5,000,000 in the aggregate in any calendar year; (excluding F) all Contracts that contain any employment agreementsprovision providing for an “earn-out,” contingent purchase price or similar contingent payment obligation on the part of any Company or Subsidiary, in each case in an amount in excess of $5,000,000; (G) all Contracts involving future payment obligations by any party in excess of $5,000,000 that would be terminable other than by the Company or its Subsidiaries or under which a payment obligation would arise or be accelerated (whether of severance pay or otherwise), equipment in each case as a result of the consummation of the transactions contemplated by this Agreement (either alone or upon the passage of time or occurrence of any additional acts or events); (H) all Contracts (including without limitation with respect to employment) between the Company or any of its Subsidiaries, on the one hand, and any Affiliate, director or officer (or, to the Knowledge of the Company, any of their respective Affiliates), on the other hand, other than: (x) contracts between the Company and any of its Subsidiaries and (y) contracts among Subsidiaries of the Company; (I) all Real Property Leases, and all leases of personal property providing for annual rentals of $2,500,000 or more or aggregate future payments of $5,000,000 or more that cannot be terminated on not more than 180 days’ notice without payment by any Company or Subsidiary of any penalty of more than $1,000,000; (J) all licenses (inbound and outbound), sublicenses, development agreements, material transfer agreements and other agreements under which the Company or any of its Subsidiaries has granted or received the right to use any Intellectual Property (other than licenses for readily available commercial software), in each case that are material to the business of the Company and its Subsidiaries; (K) all partnership, joint venture, profit sharing, agreement of alliance or cooperation or other assets similar agreements or arrangements or agreements providing for the formation of any such relationship or involving an equity investment by or in any other entity, in each case involving an investment by the Company of $5,000,000 or more; (L) all Contracts that were entered into for the acquisition of the securities of any other Person or entity or that relate to the past or future disposition or acquisition of any assets, properties or the operating business of the Company, its Subsidiaries or any other Person or entity, in each case valued in excess of $5,000,000; and (M) all other Contracts, whether or not made in the ordinary course of business, that are generally available for purchase by business entities in material to the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers Company and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrityits Subsidiaries, deferred prosecutiontaken as a whole, or the Core MTS Business’ conduct of the business of the Company and its Subsidiaries, taken as a whole, or MCK’s material non-compliance with Health Care Lawsthe absence of which would, in the aggregate, have a Material Adverse Effect. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which Except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) neither the Company nor any Subsidiary of the Company is in breach, default or violation of the terms of any Company Material Contract and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries; (B) the Company and each of its Subsidiaries has in all respects performed all obligations required to be material performed by it to date under each Company Material Contract; and (C) each Company Material Contract is a valid and binding obligation of the Company or the Subsidiaries of the Company party thereto, is in full force and effect and is enforceable against the Company and its Subsidiaries and, to the Core MTS BusinessKnowledge of the Company, taken as a whole. True the other parties thereto in accordance with its terms, except that (x) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and complete copies (y) equitable remedies of each MTI Material Contractspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and all amendments thereto, in each case subject except to the redaction of certain information, have been delivered to MCK or extent that any such Company Material Contract has previously expired in accordance with its outside counselterms.

Material Contracts. (a) Except for this Agreement, Section 4.19 of the Cyclone Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 4.19 (a) under which Cyclone or any Cyclone Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise) or to which any of their respective properties or assets is subject, in each case as of the date of this Agreement (all Contracts of the type described in this Section 4.19 (a) being referred to herein as the "Cyclone Material Contracts"): (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materialsjoint venture, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution partnership or other similar agreement providing for Contract relating to the sale formation, creation, operation, management or control of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided thatpartnership, in the each case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or which would reasonably be expected to have a value, or result in the effect receipt or making of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedomfuture payments, in excess of $75,000,000, and (B) any material respectshareholders, of investors rights, registration rights or similar agreement or arrangement with or relating to the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, Cyclone Subsidiaries; (ii) selleach material acquisition or divestiture Contract that contains representations, license covenants, indemnities or otherwise distribute services other obligations (including "earn-out" or products other contingent payment obligations) that would reasonably be expected to result in any geographic area the receipt or making of future payments in excess of $50,000,000 in the twelve (12) month period following the date hereof; (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement Contract (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant under which Cyclone or any Cyclone Subsidiary is granted any license or other right with respect to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Rightof a third party, which Contract or Intellectual Property is material to Cyclone and the Cyclone Subsidiaries, taken as a whole; (Iiv) any agreement pursuant Contract under which Cyclone or any Cyclone Subsidiary has granted to which a third party any Person is authorized license with respect to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into which Contract or Intellectual Property is material to Cyclone and the Cyclone Subsidiaries, taken as a whole (excluding non-exclusive licenses granted in the ordinary course of business consistent with past practice; (JA) any agreement pursuant to which customers, (B) to consultants, contractors or vendors for use for the Core MTS Business has provided benefit of Cyclone or leasedthe Cyclone Subsidiaries, or agreed (C) ancillary to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party commercial agreements (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertysupply, whether pursuant to an escrow arrangement or otherwisemanufacturing and distribution agreements)); (Kv) any Contract with any Governmental Entity, which Contract is material to Cyclone and the Cyclone Subsidiaries taken as a whole; (vi) each Contract that limits in any material respect the freedom of Cyclone or any of its affiliates to compete in any line of business or geographic region, or with any Person, including any Contract that requires Cyclone and its Subsidiaries to work exclusively with any Person in any line of business or geographic region, or which by its terms would further limit the freedom of HurricaneCyclone or its Subsidiaries after the Effective Time; (vii) any material Contract with a Cyclone Material Supplier; (viii) any shareholders, investors rights, registration rights or similar agreement or arrangement with or relating to Cyclone; (ix) any Contract involving the employment, severance, retention or indemnification settlement of any service provider claim, action or proceeding or threatened claim, action or proceeding (or series of related, claims actions or proceedings) (A) which (x) will involve payments after the Core MTS Business with a base salary date hereof, or base compensation involved payments, in excess of $300,000 per year20,000,000 or (y) will impose, or imposed, monitoring or reporting obligations to any other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in Person outside the ordinary course of business for or material restrictions on Cyclone or any Cyclone Subsidiary or (B) with respect to which material conditions precedent to the purchase settlement have not been satisfied; and (x) (A) any loan Contracts, notes, letters of credit and other evidences of Indebtedness in excess of $20,000,000, (B) any mortgages, pledges and other evidences of liens securing such obligations or sale of materials, supplies, goods, services (excluding any employment agreements), equipment material real or other assets that are generally available for purchase by business entities property and (C) any guarantees supporting such obligations and financing Contracts including change of control provisions, other than (X) Contracts solely among Cyclone and any wholly owned Cyclone Subsidiary, and (Y) any Contracts relating to Indebtedness explicitly included in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers consolidated financial statements in the Cyclone SIX Documents and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating are publicly available prior to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsdate hereof in unredacted form. (iib) Each agreement required Cyclone has provided to Hurricane prior to the date of this Agreement a true and complete copy of each written Cyclone Material Contract as in effect on the date of this Agreement. Neither Cyclone nor any Cyclone Subsidiary is in breach of or default under the terms of any Cyclone Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Cyclone Material Adverse Effect. To the knowledge of Cyclone, as of the date hereof, no other party to any Cyclone Material Contract is in, or is alleged to be disclosed pursuant in, breach of or default under the terms of any Cyclone Material Contract where such breach or default would reasonably be expected to this Section 4.02(i) (eachhave, individually or in the aggregate, a “MTI Cyclone Material Contract”) Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Cyclone Material Adverse Effect, each Cyclone Material Contract is a valid and binding agreement obligation of Cyclone or the Core MTS Business Cyclone Subsidiary which is party thereto and, to the knowledge of Cyclone, of each other party thereto, and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselEnforceability Exceptions.

Material Contracts. (i) None of All contracts, licences, leases, agreements, commitments, entitlements or engagements to which the Core MTS Business Corporation or any of its Subsidiaries subsidiaries is a party to or by which any of them is bound by: (A) any agreement for the lease or sublease (whether written or oral): (i) which involve aggregate future payments by or to any of them in excess of $1,000,000 in any 12-month period or which extend for a period of more than two years and are not terminable without penalty of less than $1,000,000; (ii) which are leases of real property; (iii) with any Governmental Entity (including licences); (iv) which, if terminated without the consent of the Corporation or personal propertyany of the subsidiaries, would have, or reasonably be expected to have, a Material Adverse Effect; (v) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materialssecurities or assets of the Corporation or any of its subsidiaries, suppliesor for the acquisition of securities, goodsassets or businesses of others (by merger, servicesamalgamation, equipment reorganization, arrangement or otherwise) and related agreements (other assets that provides than contracts entered into in the ordinary and regular course of business) or for annual payments the grant to any Person of $5.0 million any preferential rights to purchase any of its assets; (vi) licences to or more in MCK’s fiscal year 2016; (D) from any equity partnership, joint venture or other similar agreement or arrangement third parties of any Intellectual Property that is material to the Core MTS Business; businesses of the Corporation and its subsidiaries; (Evii) any agreement relating which relate to management service, distribution, or relationships material to the acquisition or disposition business of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Corporation or any of its Affiliates subsidiaries taken as a whole; (viii) which are indentures, credit agreements, security agreements, mortgages, hypothecs, guarantees, promissory notes and other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement contracts relating to the employmentborrowing of money; (ix) which constitute or relate to related party transactions; (x) which are with material suppliers of products or services to the Corporation or any of its subsidiaries; and (xi) which are otherwise material and outside the ordinary and regular course of business; (collectively, severance“Material Contracts”) are, retention or indemnification of any service provider if required by applicable Securities Laws, properly disclosed in the Corporation Public Disclosure Record. Each of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and Contracts is in full force and effect, is valid, binding and none enforceable against the parties thereto, and has not been modified by any agreement (written or oral), has not been assigned, transferred or hypothecated, nor has any notice of termination been given thereunder. Neither the Core MTS Business, or, to the knowledge Corporation nor any of MCK, any other party thereto its subsidiaries is in breach or default under any Material Contract or is aware of any condition that with the passage of time or the giving of notice or both would result in such a breach in any respect under the terms of such MTI Material Contractor default, except for in each case where any such breaches or defaults or breaches which would not reasonably be expectednot, individually or in the aggregate, to be constitute a material default thereunder. Neither the Corporation nor any subsidiary of the Corporation knows of, or has received written notice of, any breach or default under (nor, to the Core MTS Businessknowledge of the Corporation, taken as does there exist any condition which with the passage of time or the giving of notice or both would result in such a whole. True and complete copies of each MTI breach or default under) any Material Contract, and all amendments Contract by any other party thereto, except where any such violation or default would not, individually or in each case subject to the redaction of certain informationaggregate, have been delivered to MCK or its outside counselconstitute a material default thereunder.

Material Contracts. (a) Except as set forth in Section 3.08(a) of the Disclosure Schedules, neither the Company nor any of its Subsidiaries is party to or otherwise bound by: (i) None of any Contract that provides for the Core MTS Business payment to or from the Company or any of its Subsidiaries is a party to or bound by:of more than Five Thousand U.S. Dollars ($5,000) per year (other than any Contract described below in this Section 3.08); (Aii) any Contract that requires the Company or any of its Subsidiaries to purchase its total requirements of any product or service from a Third Party or that contain “take or pay” provisions; (iii) any Contract that provides for the indemnification by the Company of any Person or the assumption of any environmental or other Liability of any Person (other than such customary indemnification and assumption of Liability provisions as are present in commercial agreements with customer and vendors entered into in the ordinary course of business); (iv) any merger, acquisition, consolidation, sale or other business combination or divestiture transaction Contracts; (v) any broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (vi) other than in the ordinary course of business with regard to employees located outside of the United States whose employment agreements contain termination provisions required by applicable Law, any employment, change in control, severance or retention agreement for the lease benefit of employees that is not terminable by the Company or sublease (whether any of real or personal property) providing for annual payments of $750,000 or moreits Subsidiaries, as applicable, at will and without Liability; (Bvii) (i) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement Contract relating to the acquisition Indebtedness (including, without limitation, guarantees) of the Company or disposition any of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities its Subsidiaries and (ii) intercompany indebtedness among any Indebtedness relating to deferred revenue whether or not pursuant to a Contract; (viii) any Contract with any Governmental Authority; (ix) any obligation which purports to limit or restrict in any respect (A) the MCK Contributed Entity, on ability of the one hand, and MCK Company or any of its Subsidiaries to solicit customers or employees, or (B) the manner in which, or the localities in which, all or any portion of the business and operations of the Company or any of its Subsidiaries may be conducted; (x) any Contract that provides for any joint venture, partnership or similar arrangement, including any share of revenues, profits, losses, costs or liabilities; (xi) any Contract with its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case ordinary course of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closingbusiness); (Gxii) any agreement that restricts, prohibits collective bargaining agreements or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete Contracts with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Union; (Hxiii) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or Contract with a covenant not to be sued under, any Intellectual Property RightMaterial Supplier; (Ixiv) any agreement pursuant to which any Person other party is authorized granted exclusive rights or “most favored party” rights of any type or scope with respect to useany products, technology, intellectual property or business of the Company or any of its Subsidiaries, or receives containing any non-competition covenants restricting the business activities of the Company or any of its Subsidiaries; (xv) any Contract with a covenant not to be sued underMaterial Customer; (xvi) any Real Property Lease; (xvii) any lease of personal property; (xviii) any guarantee of the obligations of customers, suppliers, officers, directors, employees, Affiliates or other third parties; (xix) any material MCK Owned Intellectual Property and/or MCK Licensed Contract granting an Encumbrance (other than Permitted Encumbrances) upon any of the property or assets of the Company or any of its Subsidiaries other than Encumbrances on Intellectual Property; (xx) any Contract under which the Company or any of its Subsidiaries has made advances or loans to any other Person; (xxi) any settlement agreement; (xxii) any Contract pursuant to which rights of any Third Party are triggered or become exercisable as a result of the execution of this Agreement, the other Transaction Documents or the consummation of the transactions contemplated hereunder or thereunder, either alone or in combination with any other event; (xxiii) any confidentiality, secrecy or non-disclosure Contract other than those contained within customer agreements any such Contract entered into by the Company or any of its Subsidiaries (A) in connection with this Agreement or (B) in the ordinary course of business consistent with past practice;; and (Jxxiv) any agreement pursuant to which power of attorney granted by the Core MTS Business has provided Company or leasedany of its Subsidiaries (all such Contracts disclosed, or agreed required to provide or leasebe disclosed, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property response to a third party clauses (including any contingent right to receive or lease source code containing or embodying any Software included in i) through (xxiii) above, the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise“Material Contracts”); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and binding agreement of on the Core MTS Business Company or its Subsidiaries and, to the Company’s Knowledge, the other parties thereto in accordance with its terms and is in full force and effect. Neither the Company nor any Subsidiary, and none of the Core MTS Business, ornor, to the knowledge of MCKCompany’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under) or has provided or received any respect under the terms notice of such MTI any intention to terminate, any Material Contract. To the Company’s Knowledge, except for no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a wholeMaterial Contract. True Complete and complete correct copies of each MTI Material ContractContract (including all modifications, amendments and supplements thereto and written waivers thereunder) have been made available to Parent. There are no oral waivers under the Boustead Agreement, any Contract for employment between the Company and an employee of the Company, and all amendments thereto, in each case subject to any contract between an Equityholder and the redaction of certain information, have been delivered to MCK or its outside counselCompany.

Material Contracts. (a) Schedule 5.9(a) sets forth all of the following Contracts, in each case, which both (i) None of relate exclusively to, or are necessary for Seller’s conduct of, the Core MTS Business and (ii) to which Seller or any of its Subsidiaries Affiliate is a party to or by which Seller or any Affiliate or Seller’s or any Affiliate’s assets or properties are bound by:(collectively, the “Material Contracts”): (Ai) any each Contract with the Customers of the Business, including each alarm lease, maintenance agreement, repair agreement, service agreement for and monitoring agreement with Customers of the lease or sublease Business (whether of real or personal property) providing for annual payments of $750,000 or morecollectively, the “Customer Contracts”); (Bii) each Contract relating to any agreement partnership, joint venture, strategic alliance or sharing of profits; (iii) each Contract limiting the right of Seller to (1) engage in or compete with any Person in any business or in any geographical area or (2) solicit or hire any Person or customers with respect to the Business; (iv) each Intellectual Property License, except for licenses implied by the purchase sale of materials, supplies, goods, serviceslicenses to Software generally commercially available, equipment off the shelf Software or other assets providing for annual payments of $3.0 million Software licensed pursuant to shrink-wrap or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment “click to accept” agreements; (Cv) each Contract relating to the incurrence, assumption or guarantee of any salesindebtedness or imposing a Lien on any of the Purchased Assets; (vi) each Real Property Lease; (vii) each Personal Property Lease; (viii) each Contract pertaining to employment arrangements with any Employee, distribution including any Contract providing for severance, retention, change in control or other similar agreement providing for the sale payments or benefits of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016Employees; (Dix) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entityeach Contract between Seller, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities)Seller’s Affiliates, on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (Gx) any agreement each Contract with a Governmental Body; (xi) each Contract that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or contains a “most favored partynation” rights, (II) any non-competition clause or non-solicitation restrictions, (III) any rights of first refusal other term providing preferential pricing or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property);treatment; and (Hxii) any each Contract that is otherwise material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to useto, or a covenant not to be sued undernecessary for Seller’s conduct of, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertythe Business, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsExcluded Contracts. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and Material Contracts is in full force and effecteffect and is the legal, valid and none binding obligation of the Core MTS Business, orSeller and, to the knowledge Knowledge of MCKSeller, of the other parties thereto, enforceable against each of them in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Seller is not in material breach of any Material Contract, nor, to the Knowledge of Seller, is any other party thereto is to any Material Contract in default material breach thereof. Seller has delivered or breach in any respect under the terms of such MTI Material Contractmade available to Purchaser true, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True correct and complete copies of each MTI all of the Material ContractContracts, and together with all amendments amendments, modifications or supplements thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (ia) None Section 3.12(a) of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for Sellers’ Disclosure Schedule sets forth all Contracts concerning the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK or Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software Property or that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to userelated to, or a covenant not to be sued underused in or held for use in, any Intellectual Property Right; the Business (I) any agreement pursuant to which any Person is authorized to useexcept for Contracts that are Excluded Assets, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, purchase orders for inventory and other than those contained within customer agreements entered into goods and services purchased in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leasedbusiness, or agreed to provide or leasein the case of clauses (i), any source code containing or embodying any Software included in MCK (iv), (vi)-(x), (xiii) and (xiv) below, Contracts (other than Contracts concerning the Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with that individually have a base salary or base compensation future liability not in excess of $300,000 per year150,000 annually or $1,000,000 during the term thereof, and other than those Contracts that can be terminated are cancelable by a Seller upon notice of not more than 90 calendar days without liability to the Core MTS Business;penalty or cost), including, without limitation: (Li) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business Contracts for the purchase or sale of materialsassets, supplies, goods, services (excluding any employment agreements), equipment products or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws.services; (ii) Each agreement required to be disclosed Exclusive supply Contracts for the purchase of Inventory or other goods or services that are otherwise not generally available and that are used in connection with the Business; (iii) Contracts pursuant to this Section 4.02(iwhich a Seller grants to any Person the right to manufacture, design, market, distribute or resell any Business product, or to represent a Seller with respect to any such product, or act as agent for any Seller in connection with the marketing, distribution or sale of any Business product; (iv) Contracts for the lease of tangible personal property; (eachv) Contracts containing a covenant that restricts a Seller or any Affiliate of a Seller from engaging in any line of business or competing with any Person; (vi) Contracts providing for indemnification by a Seller, other than in connection with respect to standard terms and conditions of a Contract for the purchase or sale of assets, products or services in the ordinary course of business; (vii) Employment, consulting or independent contractor Contracts, other than unwritten at-will employment Contracts; (viii) Contracts relating to a joint venture of the Business; (ix) Currency exchange, interest rate, commodity exchange or similar Contracts; (x) Contracts for capital expenditures; (xi) Contracts with any director, officer or employee of Seller or any of its Subsidiaries (in each case, other than (A) employment agreements covered in clause (vii) above), (B) payments of compensation for employment to employees in connection with unwritten at-will employment Contracts and (C) participation in Employee Plans by employees; (xii) Contracts or licenses of any patents, trademarks, trade names, service marks, copyrights or other Intellectual Property received from or granted to third parties; (xiii) Contracts for radio, television newspaper or other media advertising; and (xiv) Contracts not made in the ordinary course of business. (such Contracts collectively, “Material Contracts”, and each a “MTI Material Contract”). (b) Except as set forth in Section 3.12(b) of the Sellers’ Disclosure Schedule, to Sellers’ Knowledge, each Material Contract (i) is a valid and binding agreement of on the Core MTS Business applicable Seller and the counterparties thereto, and is in full force and effect, ; and none (ii) upon consummation of the Core MTS BusinessTransactions, orexcept to the extent that any consents set forth in Section 3.02 or Section 3.03 of the Sellers’ Disclosure Schedule and Bankruptcy Court approvals to transfer are not obtained or would otherwise not have a Material Adverse Effect, shall continue in full force and effect without penalty or other adverse consequence. Except as disclosed in Section 3.12(b) of the Sellers’ Disclosure Schedule, the applicable Seller and, to the knowledge of MCKSellers’ Knowledge, the counterparties thereto, are not in breach of, or default under, any other Material Contract to which any of them is a party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such breaches or defaults or breaches which that that would not reasonably be expectedhave a Material Adverse Effect or, individually upon entry or in issuance of the aggregateSale Order by the Bankruptcy Court, to be material would not preclude the Sellers from assigning such Material Contract to the Core MTS Business, taken as a whole. True Purchaser and complete copies of each MTI Material Contract, and all amendments thereto, that would be cured or rendered unenforceable in each case subject to accordance with the redaction of certain information, have been delivered to MCK or its outside counselSale Order.

Material Contracts. (a) Schedule 5.12 sets forth a correct and complete list of the following Contracts to which any of the Sellers, RWD Canada or RWD Colombia is a party or by which any of them is bound, in each case, relating to the Business or by which any of the Acquired Assets are bound or subject (collectively, the “Material Contracts”): (i) None of the Core MTS Business each Contract pursuant to which Sellers or any of its Subsidiaries is a party Subsidiary currently leases or subleases real property to or bound by: (A) from any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or morePerson; (Bii) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) pursuant to which the Sellers or any agreement for the purchase of materials, supplies, goods, services, equipment Subsidiary currently leases personal property to or other assets from any Person providing for annual lease payments in excess of Twenty-Five Thousand Dollars ($3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements25,000) per annum; (Ciii) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) that cannot be terminated on less than ninety (90) days’ notice (and, in the aggregate with all such other Contracts, without a material monetary penalty) and involves future payments, performance or services or delivery of goods or materials to or by the Sellers or any sales, distribution Subsidiary of any amount or value reasonably expected to exceed One Hundred Thousand Dollars ($100,000) in any future twelve (12)-month period; (iv) each Contract of the Sellers or any Subsidiary relating to Intellectual Property under which the Company is a licensee or otherwise is authorized to use any Intellectual Property that is used in the business of the Company as now conducted (other than shrink wrap licenses or other similar agreement providing licenses for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments commercial off-the-shelf software with a license fee of $5.0 million 25,000 or more in MCK’s fiscal year 2016less) and each Contract or form of Contract of the Sellers or any Subsidiary by which Company licenses to another Person the right to use any Intellectual Property owned by the Company; (Dv) each Contract involving a joint venture, partnership or limited liability company involving the sharing of profits of the Sellers, any equity partnership, joint venture Subsidiary or other similar agreement or arrangement that is material to the Core MTS BusinessRWD Canada with any Person; (Evi) any agreement relating to each Contract that contains a provision that limits the acquisition or disposition freedom of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Seller or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior Subsidiary to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage compete in any line of business, (ii) sell, license or otherwise distribute services or products in to compete within any geographic area or (iii) compete with any Person or otherwise materially restricts the ability of any Seller or any Subsidiary to solicit or hire any Person or solicit business from any Person; (including, for the avoidance vii) each Contract granting any exclusive rights to any Person (including any right of doubt, any material agreement first refusal or right of first negotiation); (viii) each Contract that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses contains exclusivity or “most favored partynation” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)provisions; (Hix) each Contract providing for discounted pricing or the provision of free products to any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property RightPerson; (Ix) each Contract (i) that is a collective bargaining Contract or (ii) providing for any agreement pursuant employment, consulting, termination or severance arrangement with respect to which the Business of any Person is authorized current employee, former employee in connection with such former employee’s prior employment with a Seller or RWD Colombia to usethe extent there remains any Liability under such Contract, or receives a covenant other service provider of any Seller or any Subsidiary (including routine employment offer letters with respect to Potential Transferred Employees); it being understood that Contracts falling within this Section 5.12(x) shall not to be sued under, treated as falling within any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into subsection in the ordinary course of business consistent with past practicethis Section 5.12; (Jxi) each Contract requiring the Sellers, RWD Canada or any agreement pursuant Subsidiary to which the Core MTS Business has provided or leased, or agreed to provide or lease, indemnify any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)Person; (Kxii) any agreement each Contract relating to the employment, severance, retention any Indebtedness or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Businessguarantees thereof; (Lxiii) any agreement with each marketing, advertising, promotion or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)similar Contract; (Mxiv) any agreement with each settlement, conciliation or for similar Contract; and (xv) each and every other Contract which is otherwise material to the benefit Business, condition (financial or other), properties or results of MCK operations of the Sellers, RWD Canada or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsSubsidiary. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI written Material Contract have been made available to the Buyers. None of the Sellers, RWD Canada and RWD Colombia is a party to any oral Contract. (c) The Sellers, RWD Canada and RWD Colombia have each performed all of their obligations required to be performed by them to date and are not in breach or default (or an event that, with notice or lapse of time or both, would become a default) under any Material Contract. To the Sellers’ Knowledge, no party with whom the Sellers, RWD Canada or RWD Colombia has such a Material Contract is in breach or default (or an event that, with notice or lapse of time or both, would become a default) thereunder. All of the Material Contracts are in full force and effect and enforceable against the Sellers, RWD Canada or RWD Colombia, as applicable, and, to the Sellers’ Knowledge, the other parties thereto in accordance with their terms, subject to the Enforceability Exceptions. None of the Sellers, RWD Canada and RWD Colombia has been the subject of any warranty claim, indemnification claim or any other claim whatsoever arising out of or relating to any Material Contract, and all amendments theretono such claims have been or, in each case subject to the redaction Sellers’ Knowledge, are threatened. None of certain informationthe Material Contracts requires or provides for the payment of any rebate, allowance or other similar payment to any such party. Each of the Sellers and each of RWD Canada and RWD Colombia has paid in full all amounts due under the Material Contracts which are due and payable or accrued in accordance with GAAP, all amounts due to others under the Material Contracts (and has recognized revenues due from others thereunder in accordance with GAAP), and has satisfied in full or provided for all of its Liabilities under the Material Contracts which are due and payable, except amounts or liabilities disputed in good faith by the Company for which adequate reserves have been delivered set aside. For purposes of this Section 5.12(c) only, “Material Contracts” shall mean all Material Contracts, as defined in Section 5.12(a) but replacing the reference to MCK “One Hundred Thousand Dollars ($100,000)” with “Fifty Thousand Dollars ($50,000).” (d) The cost of completing performance of any customer Contract relating to the Business, including allocable overhead and general and administrative expenses that any Seller, RWD Canada or its outside counselRWD Colombia would have expected to incur had the Acquired Assets not been conveyed to the Buyers or the equity interests (cuotas sociales) in RWD Colombia not been sold to GP US, does not exceed in any material respect the remaining Backlog with respect to such Contract. (e) Except as disclosed on Schedule 5.12(e), no outstanding Bid or proposal to a customer of any Seller, RWD Canada or RWD Colombia exists. No such outstanding Bid or proposal relating to the Business exists in connection with which (i) a Seller, RWD Canada or RWD Colombia has commenced performance or made a commitment to commence performance prior to the award of a Contract in connection with such Bid or proposal or (ii) the revenues to be earned under the terms of such Bid or proposal are less than the cost to perform, including overhead and general and administrative costs that any Seller, RWD Canada or RWD Colombia would have expected to incur had the Acquired Assets not been conveyed to the Buyers or the equity interests (cuotas sociales) in RWD Colombia not been sold to GP US.

Material Contracts. (a) Section 5.16(a) of the Disclosure Schedule sets forth a list of all of the following Contracts (other than purchase orders) of the Sellers that relate to the Business, the Purchased Assets or the Assumed Liabilities (any such Contract required to be disclosed on Section 5.16(a) of the Disclosure Schedule, a “Material Contract”): (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: Any (A) any agreement for Lease or (B) lease of personal property (the lease or sublease (whether of real or personal property“Personal Property Leases”) providing for involving annual payments in excess of $750,000 or more10,000; (Bii) any agreement Contract limiting in any respect the right of the Sellers or the Business to freely engage in any line of business anywhere in the world (other than customer Contracts and non-disclosure Contracts entered into in the Ordinary Course of Business that contain non-solicitation obligations with respect to U.S. employees or independent contractors); (iii) any Contract for the purchase purchase, acquisition or sale of materials, supplies, goods, services, equipment or other assets providing for annual payments made by or to the Sellers or the Business of $3.0 million 25,000 or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsmore; (Civ) any sales, distribution or other similar agreement providing Contract for the sale of any of the assets or properties of the Sellers (other than sale of inventory in the Ordinary Course of Business) or for the grant to any Person of any preferential rights to purchase any such assets or properties, in each case, other than in the Ordinary Course of Business; (v) each limited liability company agreement, partnership agreement, joint venture agreement, strategic alliances, collaboration and other similar Contract (however named) that involves sharing profits or losses by any Seller with any other Person; (vi) any Contract relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Sellers of any operating business or material assets or the capital stock of any other Person; (vii) any Contract providing for or relating to any fees and expenses of any brokers or the incurrence, assumption, guarantee or payoff of any indebtedness or imposing a Lien (other than a Permitted Lien) on any of the Purchased Assets; (viii) Contracts relating to any indebtedness (including Contracts that are a indenture, guaranty, loan or credit agreement, security agreement or which otherwise create or grant any Lien on any assets of the Sellers (other than Permitted Liens)); (ix) any Contract that (A) provides for a total compensation opportunity or fee equal to or exceeding $100,000 relating to U.S. employment, U.S. employee compensation (including salary or bonus), severance or consulting, with any U.S. officers, directors, U.S. employees, individual independent contractors or individual consultants (other than offer letters which do not provide for severance obligations) of the Business, including any that would become payable as a result of the consummation of the transactions contemplated hereby, or (B) restricts the ability to terminate the employment of any such Person or such agreement at any time for any lawful reason or for no reason without liability or severance obligation; (x) any collective bargaining agreement or Contract with any labor union, works council, labor organization, group of U.S. employees or any collective bargaining representative; (xi) any Contract providing for the annual sourcing of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million 10,000 or more in MCK’s fiscal year 2016more, or providing any of the Sellers with exclusivity as to the sourcing of materials, goods, services, equipment or other assets; (xii) any Contract for capital expenditures or the acquisition or construction of fixed assets; (xiii) any Contract with a Key Vendor; (xiv) any Contract with a Key Customer; (xv) any settlement Contract arising out of any Action asserted by any Person (including any Governmental Body) which contains ongoing obligations (including payment obligations) or restrictions beyond the Closing Date; (xvi) any sales agency, sales representation, reseller, distributorship, dealer, broker, franchise or similar Contract (other than Contracts with end user pricing terms under which products are not sold by the Sellers or the Business directly to the end user); (xvii) any Government Contract (other than Contracts with end user pricing terms under which products are not sold by the Sellers or the Business directly to the end user); (xviii) any Contract with (A) a “key man” provision, requirement or similar provision or that otherwise provides a Person with any rights in the event that a particular Person ceases to provide services under such Contract or remain employed or engaged by the Business, (B) a most favored nation, favored customer, price restriction or similar provision; (C) an exclusivity obligation, or (D) non-competition, non-solicitation, no hire or similar provisions; (xix) any equity partnershipContract which contains any fixed or indexed pricing or provisions regarding minimum volumes or minimum or fixed purchase requirements, joint venture volume discounts or rebates; (xx) any (A) Inbound IP License other similar agreement or arrangement that is material than licenses granted by any third Person to the Core MTS Sellers for open source Software or off-the-shelf Software commercially available on standard, non-negotiated terms for a one-time or annual fee (whichever is higher) of no more than $10,000 and (B) Outbound IP Licenses other than non-exclusive licenses of Intellectual Property granted by the Sellers to customers in the Ordinary Course of Business; (Exxi) any agreement Contract providing for the invention, creation, conception or other development of any material Intellectual Property (A) by the Sellers for any third Person, (B) by any third Person for the Sellers (other than any contracts with the Sellers’ U.S. employees relating to the acquisition Intellectual Property) or disposition of (C) jointly by any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or moreSeller and any third Person; (Fxxii) any agreement relating Contract providing for the assignment or transfer of any ownership interest in any material Intellectual Property by (A) the Sellers to indebtedness for borrowed money, any third Person or (B) any third Person to the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more Sellers (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice contracts with U.S. employees of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) relating to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (Hxxiii) any material agreement Contract that requires the Sellers to indemnify any Person (excluding licenses indemnities contained in agreements for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to usepurchase, sale or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, license of products or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements services entered into in the ordinary course Ordinary Course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwiseBusiness); (Kxxiv) any agreement Contract relating to the employment, severance, retention or indemnification any pending acquisition of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business;real property; and (Lxxv) any agreement with Contract among any Seller and any of its Affiliates or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsRelated Persons. (b) With respect to each Government Contract, since the Reference Date, the Sellers and the Business have not: (i) materially breached or materially violated any Law, clause, provision or requirement pertaining to such Government Contract; (ii) been debarred or suspended from bidding on Government Contracts by a Governmental Body, or declared nonresponsible or ineligible for, government procurement pursuant to 48 C.F.R. Subpart 9.4, or any comparable state or local Laws and, to the Knowledge of Seller, no facts or circumstances exist that could reasonably be expected to give rise to debarment, suspension, or a declaration that the Sellers or the Business are ineligible for government procurement; (iii) received any adverse findings in audits or investigations by any Governmental Body with respect to any Government Contract that remain unresolved; (iv) received any material written notice of breach, cure, show cause or default from any Governmental Body with respect to such Government Contract; (v) had such Government Contract terminated by any Governmental Body for default or failure to perform; or (vi) made any disclosure with respect to any material irregularity, misstatement or omission involving a Government Contract. All representations, certifications required under each Government Contract and statements executed and submitted by the Sellers or the Business in connection with Government Contracts were correct in all material respects as of their respective effective dates. The Sellers are not the subject of any pending claim pursuant to the False Claims Act (31 U.S.C. §§ 3729 et seq.) or any comparable state or local Laws and, to the Knowledge of Seller, no facts or circumstances exist that could reasonably be expected to give rise to a claim under the False Claims Act or any comparable state or local Laws against Sellers or the Business. Each agreement Seller and its officers, directors, employees and agents have complied in all material respects with applicable procurement Laws governing the awarding and performance of Government Contracts. To the Knowledge of Seller, neither the Sellers nor any of their respective directors, officers, agents or employees have had access to confidential or non-public information in connection with Government Contracts to which they were not lawfully entitled. (c) Subject to the Bankruptcy Court approval, entry of the Bidding Procedures Order and Sale Order and assumption by the Sellers and assignment to Purchaser of the Purchased Contracts and Assumed Leases in accordance with applicable Law (including satisfaction of any Cure Amounts pursuant to Section 2.7 hereof) and except as set forth in Section 5.16(c) of the Disclosure Schedule, (i) the applicable Seller has in all material respects performed all obligations required to be disclosed pursuant performed by it and have not received any written or, to this Section 4.02(ithe Knowledge of Seller, verbal notice of any default or event that (with due notice or lapse of time or both) (each, would constitute a “MTI default by the Sellers under any Material Contract”, (ii) each Material Contract is a legal, valid and binding agreement obligation of the Core MTS Business Sellers and is in full force and effecteffect (except to the extent subject to, and none limited by, applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors’ rights generally and general equitable principles), (iii) to the Core MTS BusinessKnowledge of Seller, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in material breach of or in material default under any Material Contract, (iv) no party to any Material Contract has exercised or, to the knowledge Knowledge of MCKSeller, threatened to exercise any other party thereto is in default or breach in termination rights with respect to any respect under the terms of such MTI Material Contract, except for (v) no party to any Material Contract has threatened in writing to breach or adversely modify any Material Contract, and (vi) no party to any Material Contract has provided notice that such defaults or breaches which would party does not reasonably be expected, individually or in the aggregate, intend to be material renew any Material Contract. Subject to the Core MTS BusinessBankruptcy Court approval, taken as a wholeentry of the Bidding Procedures Order and Sale Order and assumption by the Sellers and assignment to Purchaser of the Purchased Contracts and Assumed Leases in accordance with applicable Law (including satisfaction of any Cure Amounts pursuant to Section 2.7 hereof), the Sellers will transfer to Purchaser at the Closing, good and valid title to the Material Contracts which are Purchased Contracts, free and clear of all Liens other than Permitted Liens. True The Sellers have made available to Purchaser true, correct and complete copies of each MTI of the Material ContractContracts, and together with all amendments amendments, modifications or supplements thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Part 5.15(a) of the Xxxxxxxx Disclosure Schedule sets forth, as of the date hereof, a complete and accurate list of all Contracts of the following types to which ERC or any ERC Sub that owns a Retirement Community is a party, or by which such ERC Company or such ERC Company’s properties or assets are bound (the “Material Contracts”): (i) None of the Core MTS Business Contracts to manage any real property, business or any of its Subsidiaries is charitable activity in connection with a party to or bound by: Retirement Community (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed moneycollectively, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing“Management Agreements”); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license Contracts with any provider of health care products or otherwise distribute services involving expenditures or products revenue in any geographic area or excess of $250,000 anunually; (iii) compete with Contracts under which any Person ERC Sub that owns a Retirement Community is a lessor, lessee, sublessor, sublessee, licensor or licensee of any real property (includingthe “Real Property Leases”), for stating in each case the avoidance street address or other reasonable descriptor of doubtthe land, buildings or other improvements covered thereby (the “Leased Real Property”); (iv) Contracts relating to the development of, or the construction of any improvements on, any material agreement real property (collectively, the “Development Contracts”); (v) Contracts under which ERC, any Transferred Landowner or other ERC Sub that includes owns a Retirement Community or, to the Knowledge of the Xxxxxxxx Parties, any NFP, has incurred, assumed or guaranteed any indebtedness for borrowed money in excess of $250,000 individually and $1,000,000 in the aggregate (Ithe “Credit Facilities”); (vi) grants by Contracts under which any ERC Company has the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses right or “most favored party” rights, option to purchase any real property; (IIvii) any Contracts imposing non-competition or non-solicitation restrictionsany other restriction with respect to the geographical area, (III) any rights scope or type of first refusal or rights of first offer or (IV) any limits on the use operations of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)ERC Company; (Hviii) Contracts containing any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant “change of control” provision with respect to which the Core MTS Business obtains the right to use, any ERC Company or a covenant not to be sued under, any Intellectual Property RightParent; (Iix) Contracts involving an investment by any agreement pursuant to which Transferred Landowner in any Person that is authorized to usenot also an ERC Company, including any partnership, limited liability company or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practicejoint venture; (Jx) Contracts under which any agreement pursuant revenue, profit or income of the Business is required to which the Core MTS Business has provided or leasedbe, or agreed to provide or leasemay be, shared with any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)Person; (Kxi) employment Contracts; (xii) Contracts with any agreement relating to the employment, severance, retention or indemnification of Employee containing any service provider of the Core MTS Business with a base salary or base compensation restrictive covenants; (xiii) Contracts that involve aggregate payments in excess of $300,000 250,000 per year, other than those that can be terminated without liability annum; and (xiv) to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documentsextent not described elsewhere in this Section 5.15(a), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets Contracts that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (i) None A list of all material Contracts currently in ------------------ effect relating exclusively to the ownership or operation of the Core MTS Business or any of its Subsidiaries Project to which such Seller is a party (or any material Contract with respect to the ownership or bound by:operation of the Project to which any Affiliate of such Seller is a party) is set forth in Part I of Schedule 6.10, consisting of the following (the ------------- agreements and contracts of the types described in clauses (a) through (m), the "Material Contracts"): ------------------ (Aa) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreall electricity transmission Contracts and electricity interconnection Contracts; (Bb) any agreement for the purchase of materialsall swap, suppliesexchange, goods, services, equipment commodity option or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementshedging Contracts; (Cc) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016all operating and maintenance Contracts; (Dd) any equity partnership, joint venture Contract requiring a capital expenditure or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether known commitment by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation Seller in excess of $300,000 per 50,000 in any calendar year; (e) any Contract which requires known or liquidated expenditures or payments to or from such Seller in excess of $50,000 in any calendar year, other than those that can be terminated without liability to the Core MTS Businessmaterial penalty by such Seller upon not more than one hundred eighty (180) days' notice; (Lf) any agreement with Contract under which such Seller is obligated to purchase, sell or lease real or personal property to or from third parties (other than sales of electric energy in the Ordinary Course of Business) having a value in excess of $50,000; (g) any Contract that contains a covenant not to compete applicable to the Project; (h) any Contract under which such Seller has (1) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for borrowed money, (2) granted a Lien on the benefit Assets, whether tangible or intangible, to secure such indebtedness for borrowed money or (3) extended credit to any Person in an amount in excess of MCK $50,000 of committed credit; (i) any Contract between such Seller, on the one hand, and one or more of such Seller's Affiliates, on the other hand; (j) any Contract establishing any joint venture, strategic alliance or other collaboration that is material to the Project; (k) all material intellectual property licenses; (l) all Contracts providing for payments to or by any Person based on sales, purchase or profits other than direct payments for goods or services; and (m) any amendment relating to any of the foregoing. No Seller has received written notice from any other party to any Material Contract that such Seller or any Affiliate thereof is currently in breach of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with such Material Contract which breach has not been remedied, waived or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecutionsettled, or was not resolved pursuant to Section 365 of the Core MTS Business’ Bankruptcy Code and, to such Seller's Knowledge, no such other party is, in any material respect, in breach of or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required default under any provision of any such Material Contract except, in each case, for breaches or defaults that would not reasonably be expected to be disclosed pursuant to this Section 4.02(i) (eachan Assets Material Adverse Event. Except as set forth on Part II of Schedule -------- 6.10, a “MTI each Material Contract”) is a valid and binding agreement of the Core MTS Business and Contract is in full force and effect, effect except where the ---- failure for such Material Contract to be in full force and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would effect could not reasonably be expected, individually or in the aggregate, expected to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI an Assets Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselAdverse Effect.

Material Contracts. (ia) None Section 3.16(a) of the Core MTS Business Company Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each of the following Contracts (other than any Company Benefit Plans and excluding purchase orders, statements of work and similar commercial documents issued in the ordinary course under and not amending the applicable Contract) to which the Company is a party or by which the Company or any of its Subsidiaries is a party to respective assets or businesses are bound by:(and any material amendments, supplements and modifications thereto): (Ai) Contracts with any agreement for of the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moretop 15 largest suppliers by purchases made by the Company during the six-month period ended March 31, 2024; (Bii) Contracts with any agreement for of the purchase of materialstop 15 largest non-government customers by purchases made by such customer during the six-month period ended March 31, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements2024; (Ciii) any sales, distribution Contracts concerning the establishment or other similar agreement providing for the sale operation of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity a partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Businesslimited liability company; (Eiv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) Contracts pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; Company licenses (IA) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Company Licensed Intellectual Property, other than those contained within customer (i) nonexclusive licenses for shrink-wrap, click-wrap or off-the-shelf software or other generally commercially available software, (ii) licenses granted pursuant to stock, boilerplate, or other generally non-negotiable terms, such as, for example, website and mobile application terms and conditions or terms of use, stock photography licenses, and similar Contracts, or (iii) licenses that are implied by or incidental to the sale or purchase of products or services in the ordinary course of business, or (B) to a third party any material Company Owned Intellectual Property, other than non-exclusive licenses (x) granted in the ordinary course of business, (y) granted by the Company to current and former employees, contractors or other services providers in order to enable such Persons to provide services to the Company, or (z) granted to end users of the Company’s products or services in the ordinary course of business; (v) the lease agreements of the Company that pertain to any parcel of Company Leased Real Property for which the annual rent exceeds $500,000 individually (each, a “Company Lease Agreement”); (vi) any Contract that (A) by its terms limits in any material respect the ability of the Company (including, following the Closing, Parent and its Subsidiaries) to engage in any line of business or compete with, or provide any product or service to, any other Person or in any geographic area; or (B) contains any “most favored nation,” exclusivity or similar provision in favor of the counterparty for a product that is material to the Company’s business following the Effective Time; (vii) any Contract governing the development or ownership of any Intellectual Property, Software or Company Product developed by or jointly with any other Person, in each case at the request or direction of the Company, and which Intellectual Property, Software or Company Product is material to the Company’s business, but excluding employment, consulting, services or invention assignment or similar agreements entered into in the ordinary course of business consistent with past practiceemployees, contractors or consultants of the Company; (Jviii) any agreement Contract that provides for the disposition or acquisition by the Company of any business or other material assets of the Company or (whether by merger, sale or purchase of assets, sale or purchase of stock or equity ownership interests or otherwise) with (A) continuing material indemnification obligations of the Company that could result in the receipt or making by the Company of future payments in excess of $250,000 or (B) any material remaining “earn out” or other contingent payment or consideration of the Company that has not been substantially satisfied prior to the date of this Agreement; (ix) any material Contract with any Governmental Entity that require annual payments to the Company of more than $1,500,000; (x) any settlement or similar Contract arising out of a Proceeding or threatened Proceeding: (A) that materially restricts or imposes any material obligation on the Company or materially disrupts the business of the Company as currently conducted; (B) that would require the Company to pay consideration valued at more than $500,000 individually or $1,500,000 in the aggregate following the date of this Agreement; and (C) pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, Company will have any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in outstanding material obligation after the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)date hereof; (Kxi) Indentures, credit agreements, loan agreements and similar instruments pursuant to which the Company or any agreement relating to the employment, severance, retention of its Subsidiaries has or indemnification will incur or assume any indebtedness or has or will guarantee or otherwise become liable for any indebtedness of any service provider of the Core MTS Business with a base salary or base compensation other Person for borrowed money in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business250,000; (Lxii) any agreement with or for the benefit of MCK or Labor Contract; (xiii) any Affiliate of MCK with obligations that continue following the Closing Contract; (xiv) material Contracts under which there has been imposed a Lien (other than a Permitted Lien) on any of the Transaction Documents)assets, tangible or intangible, of the Company; (Mxv) any agreement with or Contracts that are for the benefit employment or engagement of MCK any individual on a full-time, part-time or any Affiliate personal services consulting basis and which (x) provide for the payment of MCK compensation and/or benefits upon or in connection with obligations that continue following the Closing consummation of the transactions contemplated hereby, and/or (y) provide for severance, termination or notice payments or benefits in an amount in excess of $250,000 individually or $1,000,000 in the aggregate (other than payments or benefits required under applicable Law) upon a termination of the Transaction Documents), other than agreements with MCK applicable individual’s employment or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionengagement; or (Nxvi) any agreement with Contract not otherwise described in any Governmental Authority relating other subsection of this Section 3.16(a) that would be required to corporate integrity, deferred prosecution, or be filed by the Core MTS Business’ or MCK’s Company as a “material noncontract” (as such term is defined in Item 601(b)(10) of Regulation S-compliance with Health Care LawsK of the SEC). (iib) Each agreement The Company has delivered or made available to Parent true, correct and complete copies of all written Contracts or other agreements of the type that are required to be disclosed pursuant to this set forth on Section 4.02(i3.16(a) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effectCompany Disclosure Schedule, and none of the Core MTS Business, or, or filed as exhibits to the knowledge of MCKCompany SEC Documents (collectively, any other party thereto is in default or breach in any respect under the terms of such MTI “Company Material ContractContracts”), except for any such defaults or breaches which together with all material amendments thereto. (c) Except as has not had and would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) Company Material Contracts are valid, binding and in full force and effect and are enforceable by the Company in accordance with their terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) the Company has performed all obligations required to be performed by it under the Company Material Contracts, and it is not (with or without notice or lapse of time, or both) in material breach or default thereunder and, to the Core MTS BusinessKnowledge of the Company, taken as a whole. True no other party to any Company Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder and complete copies (iii) since January 1, 2023, neither the Company has not received written notice of each MTI any actual, alleged, possible or potential violation of, or material failure to comply with, any material term or requirement of, or intention to cancel any Company Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Section 3.11(a) of the Disclosure Schedule lists each of the following Contracts (including oral Contracts) of the Seller relating to the Business (such Contracts, together with all contracts, agreements, Leases concerning the use, occupancy, management or operation of any Leased Real Property (including all Ancillary Lease Documents listed or otherwise set forth in Section 3.13(d) of the Disclosure Schedule) and all Tangible Personal Property Agreements listed or otherwise set forth in Section 3.14(b) of the Disclosure Schedule, being “Material Contracts”): (i) None of the Core MTS Business each Contract, invoice or any of its Subsidiaries is a party to open purchase order with an active vendor or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement Subcontractor and other arrangement, for the purchase of materialsInventory, suppliesother materials or personal property, goods, services, equipment with any supplier or other assets providing for annual payments the furnishing of $3.0 million services to the Seller (primarily relating to the Business) or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsotherwise primarily related to the Business; (Cii) any saleseach Contract, distribution un-receipted invoice or open sales order and other similar agreement providing arrangement for the sale of materialsgoods or for the furnishing of services by the Seller (primarily relating to the Business), supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016than the Customer Contracts; (Diii) any equity partnershipall broker, joint venture or other similar agreement or arrangement that is material distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing, consulting and advertising Contracts to which the Seller (primarily relating to the Core MTS Business) is a party; (Eiv) any agreement all management Contracts with Business Employees and Contracts with independent contractors or consultants (or similar arrangements) who are Business Service Providers to which the Seller (primarily relating to the acquisition Business) is a party and which cannot be cancelled by the Seller without penalty or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or morefurther payment and without more than 30 days’ notice; (Fv) any agreement all Contracts relating to indebtedness for borrowed money, Indebtedness of the deferred purchase price of property or capital leases Seller (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior relating to the ClosingBusiness); (Gvi) all Contracts with any agreement Governmental Authority to which the Seller (relating to the Business) is a party; (vii) all Contracts that restricts, prohibits limit or impairs (or purports purport to restrict, prohibit or impair), or has or would reasonably be expected to have limit the effect of prohibiting, restricting or impairing, any material business practice ability of the Core MTS Business Seller (or relating to the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the ClosingBusiness) to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or during any period of time or that contain “most favored nations” or similar provisions; (viii) all material Transferred IP Agreements, excluding any click-wrap or shrink-wrap Contract for software; and (ix) all other Contracts, whether or not made in the ordinary course of business, which are material to the Seller (relating to the Business) or the conduct of the Business, or the absence of which would have a Material Adverse Effect. (b) Except as set forth in Section 3.02 of the Disclosure Schedule, each Material Contract: (i) is valid and binding on the parties thereto and is in full force and effect, (ii) is freely and fully assignable to the Purchaser without penalty or other adverse consequences and (iii) compete with upon consummation of the transactions contemplated by this Agreement and the Ancillary Agreements, except to the extent that any consents set forth in Section 3.02 of the Disclosure Schedule are not obtained, shall continue in full force and effect without penalty or other adverse consequence. The Seller is not in material breach of, or material default under, any Material Contract. (c) To the Seller’s Knowledge, no other party to any Material Contract is in material breach thereof or material default thereunder and the Seller has not received any written notice of termination, cancellation, breach or default under any Material Contract. (d) There is no contract, agreement or other arrangement granting any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of preferential right to purchase any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); Purchased Assets (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (i1) None The Company has listed on Schedule 5.2(v)(1) of the Core MTS Business Company’s Disclosure Schedule and made available to Parent complete and correct copies of the following Contracts (“Material Contracts”) to which the Company or any of its Subsidiaries is a party party, or by which the Company or any of its Subsidiaries may be bound, or to which the Company or bound byany of its Subsidiaries or the Company’s or any of its Subsidiaries’ respective assets or properties may be subject as of the date hereof: (A) any agreement for the lease or sublease (whether of real or material personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materialspartnership, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnershiplimited liability company, joint venture or other similar agreement or arrangement that is material to the Core MTS Businessarrangement; (EC) any agreement Contract relating to the acquisition or disposition of any business or operations (whether by merger, sale of stock, sale of assets or otherwise) within as to which there are any material ongoing obligations entered into on or after January 1, 2015; (D) any Contract for the three years preceding the date hereof involving aggregate consideration purchase of services, materials, supplies, goods, equipment or other assets or property that provides for either (i) annual payments of $250,000 50,000 or more, or (ii) aggregate payments of $200,000 or more; (E) any Contract that creates future payment obligations in excess of $50,000 in the aggregate and that by its terms does not terminate or is not terminable without penalty or other payment upon notice of sixty (60) days or less, or any Contract that creates or would create a Lien; (F) any agreement relating to indebtedness Contract providing for borrowed money, a power of attorney on behalf of the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Company or any of its Affiliates (other than Subsidiaries outside of the MCK Contributed Entities), on the other hand; provided that, in the case ordinary course of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)business; (G) any agreement that restrictsContract, prohibits other than this Agreement or impairs (as contemplated hereby, providing for exclusive dealing or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, limiting in any material respect, respect the freedom of the Core MTS Business (Company, its Subsidiaries or any of the current or former employees of the Company after the Closing) or any of its Subsidiaries to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any person or products in any geographic area area, or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)would so limit their freedom; (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant Contract, other than this Agreement, as to which there are material ongoing obligations the Core MTS Business obtains primary purpose of which is to disclose confidential information or require that the right to useCompany or any of its Subsidiaries guarantee, indemnify or a covenant not to be sued under, hold harmless any Intellectual Property Rightperson; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual PropertyContract, other than those contained within customer agreements this Agreement, with (i) any Affiliate of the Company, or (ii) any “associate” or member of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of a person identified in clause (i) of this paragraph; (J) any Contract with a Governmental Authority; and (K) any other Contract not entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsbusiness. (ii2) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and legally binding agreement of the Core MTS Business Company or a Subsidiary of the Company, as applicable, and, to the Company’s Knowledge, the counterparty or counterparties thereto, is enforceable in accordance with the terms of such Contract (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles) and is in full force and effect, and none . As of the Core MTS Businessdate hereof, orneither the Company nor any of its Subsidiaries, and, to the knowledge of MCKCompany’s Knowledge, any other party thereto counterparty or counterparties, is in material breach of any provision of or in material default (or, with the giving of notice or breach lapse of time or both, would be in default) under, and has not taken any respect action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any Material Contract. (3) To the extent required by GAAP, all liabilities and obligations under the terms of such MTI Material Contract, except Contracts have been fully accrued for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to books and records of the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselCompany.

Material Contracts. (a) Section 5.11(a) of the CGI Disclosure Schedule sets forth a complete list of each currently effective Contract to the extent relating to the Purchased Assets or the BioPharma Business and to which CGI is a party or by which it or its assets are bound (each, a “BP Material Contract”): (i) None the top ten (10) Contracts as measured in terms of aggregate annual obligations of CGI in the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement last year, for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016(collectively, including any independent contractor agreements, but excluding any employment agreementsthe “Top Suppliers”); (Cii) any sales, distribution or other similar agreement providing the top ten (10) Contracts as measured in terms of aggregate annual revenue earned by CGI in the last year for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016(collectively, the “Top Customers”); (Diii) (i) any equity pledge, security agreement, deed of trust or other Contracts that impose an Encumbrance on any of the Purchased Assets, (ii) loan or credit agreement, indenture, debenture, note or other Contracts that create, incur or guarantee any Indebtedness secured by the Purchased Assets, except for those relating to less than $100,000, or (iii) Contracts under which CGI assumes, or otherwise becomes liable for, the obligations of any other Person; (iv) that relates to any partnership, joint venture venture, strategic alliance or other similar agreement or arrangement that is material to Contract affecting the Core MTS BioPharma Business; (Ev) which by its terms limits in any material respect (i) the localities, market or business in which all or any significant portion of the BioPharma Business, following the consummation of the transactions contemplated hereby is or would be conducted, (ii) the Persons CGI, may hire (other than Contracts with contract research organizations or other contractors or vendors that provide services to CGI in the ordinary course of CGI’s business and that contain provisions that prevent CGI from soliciting or hiring any personnel of such contract research organizations or such other contractors or vendors), (iii) the Persons to whom CGI may sell products or deliver services, or (iv) the scope of the BioPharma Business; (vi) providing for the grant by or to CGI of any license to or under any Intellectual Property used in the BioPharma Business, other than (i) Contracts where the grant by or to CGI of any such license pursuant to such Contract is not material to CGI or the BioPharma Business, (ii) Contracts where the Intellectual Property licensed thereunder are licensed on a non-exclusive basis by or to a contractor, service provider or collaborator of CGI in the context of such contractor, service provider or collaborator rendering research and development services to CGI or for the benefit of CGI, and (iii) Contracts where the Intellectual Property material to the BioPharma Business licensed thereunder are licensed on a non-exclusive basis for research and the scope of the license to such Intellectual Property does not include the right to practice or use such Intellectual Property to sell or commercialize any product; (vii) containing any grant by CGI to any Person of any express license to market or commercialize any product material to the BioPharma Business, including under any Patents (including any covenants not to sxx); (viii) containing any royalty, dividend or similar arrangement with respect to a product material to the BioPharma Business based on the revenues or profits of CGI; (ix) with any Governmental Authority or a subcontractor to any Governmental Authority in connection with such BP Material Contract; (x) any agreement that gives rise to any material payment or benefit as a result of the performance of this Agreement or any of the other transaction contemplated hereby; (xi) relating to the acquisition or disposition of any business (whether by mergermaterial interest in, sale or any material amount of, property or assets of stockCGI or any other Person, sale or for the grant to any Person of assets any preferential rights to purchase any such property or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or moreassets; (Fxii) any other agreement (or group of related agreements) the performance of which requires aggregate payments to or from CGI in excess of $100,000; (xiii) establishing powers of attorney or agency agreements; (xiv) all real property Leases used by the BioPharma Business; (xv) any agreement relating to indebtedness for borrowed money, the deferred purchase price leasing of property or capital leases equipment used in the BioPharma Business; and (in either case, whether incurred, assumed, guaranteed or secured by any assetxvi) involving payment obligations of $1,500,000 or more (other than (ias set forth elsewhere in Section 5.11(a) intercompany indebtedness among of the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one handCGI Disclosure Schedule, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any excluding confidentiality and non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer disclosure agreements entered into in the ordinary course of business consistent connection with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leaseda sale process, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating all other Contracts that are material to the employment, severance, retention BioPharma Business of CGI and commitments or indemnification of agreements to enter into any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsforegoing. (iib) Each agreement required CGI has delivered or made available accurate and complete copies of all BP Material Contracts, including all amendments thereto. There are no BP Material Contracts that are not in written form. Other than payment defaults with respect to be disclosed pursuant the Old Accounts Payable, CGI has not, nor to this Section 4.02(i) (eachCGI’s Knowledge, has any other party to a “MTI BP Material Contract materially breached, violated or defaulted under, or received notice that it has materially breached, violated or defaulted under, any of the terms or conditions of any BP Material Contract”) . As to CGI, each BP Material Contract is a valid valid, binding, enforceable and binding agreement of the Core MTS Business and is in full force and effect, and none subject to Bankruptcy Exceptions. The consummation of the Core MTS Business, or, transactions contemplated hereby will not (either alone or upon the occurrence of additional acts or events) result in any material payment or payments becoming due from CGI or the Seller to any Person under any BP Material Contract or give any Person the knowledge right to terminate or alter the provisions of MCK, any BP Material Contract. No Person is renegotiating any material amount paid or payable to CGI under any BP Material Contract or any other party thereto is in default material term or breach in provision of any respect under the terms of such MTI BP Material Contract. No Person is renegotiating any material amount paid or payable to CGI under any BP Material Contract or any other material term or provision of any BP Material Contract. For purposes of this Section 5.11(b) (other than the first sentence), except for any such defaults or breaches which would not reasonably “BP Material Contract” shall be expecteddeemed to include the Assumed BP Material Contracts, individually or the Equipment Leases and the Undisclosed BP Material Contracts. (c) The Top Customers collectively represent approximately fifty percent (50%) of the revenues the BioPharma Business received in the aggregatetwelve (12) months ending December 31, to be material to 2018. (d) The Top Suppliers collectively represent approximately sixty-nine percent (69%) of the Core MTS Businessspend the BioPharma Business incurred in the twelve (12) months ending December 31, taken as a whole. True 2018. (e) Other than the Equipment Leases, there are no Contracts or equipment which are used, or held for use, by or service both the BioPharma Business and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK one or its outside counselmore Other Business Unit.

Material Contracts. (a) Section 4.20(a) of the Disclosure Schedule sets forth a list of all Contracts, including all amendments and supplements thereto, to which any of the Purchased Assets are, or the Business is, bound or affected and to which any of the AUC Entities is a party or by which any of the AUC Entities is bound, in each case, in connection with, relating to, or arising out of the Business or the Purchased Assets, meeting any of the descriptions set forth below (collectively referred to herein as the “Material Contracts”): (i) None all Contracts or group of related Contracts with the Core MTS Business or any of its Subsidiaries is a same party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, products or services, equipment or other assets providing for annual payments under which any of the AUC Entities reasonably may be expected to purchase $3.0 million 75,000 or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsof products or services during the twelve (12) months from the Closing Date and which cannot be terminated on less than sixty (60) days notice without penalty; (Cii) any sales, distribution or other similar agreement providing all employment Contracts (excluding Contracts with faculty) pursuant to which the annual base salary for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of an employee is greater than $5.0 million or more in MCK’s fiscal year 2016100,000; (Diii) any equity partnershipContracts (excluding Contracts with faculty) with employees, joint venture consultants, directors or other similar agreement independent contractors containing severance, noncompetition, or arrangement that is material to the Core MTS Businessproprietary rights provisions; (Eiv) all Contracts with faculty of the Institution; (v) all personal property leases involving payment obligations over the remaining term of the lease in excess of $50,000; (vi) all capitalized leases; (vii) all Contracts pursuant to which any of the AUC Entities has been granted a license or otherwise uses any other Person’s Intellectual Property (other than off-the-shelf software subject solely to “shrink-wrap” or non-negotiable licenses) (“Licenses”); (viii) all Contracts with Governmental Authorities; (ix) any Contract that creates a partnership or joint venture, or a similar agreement involving a sharing of profits, losses, costs or liabilities with any other Person; (x) any Contract that restricts any of the AUC Entities from engaging, or competing with any Person, in any line of business in any geographic area or restricts any of the AUC Entities from soliciting certain employees; (xi) all Contracts (or group of related Contracts) under which any of the AUC Entities has created, incurred, assumed, or guaranteed any Indebtedness; (xii) any Contract, whether or not fully performed, relating to the any acquisition or disposition of any business (whether by mergershares of capital of any AUC Entity or any predecessor in interest of any AUC Entity, sale or any acquisition or disposition of stockany subsidiary, sale division or line of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or morebusiness; (Fxiii) any agreement Contract with or relating to indebtedness for borrowed moneyany clinical site; (xiv) except as contemplated in connection with this Agreement, any Contract relating to the deferred purchase price acquisition by any AUC Entity of property any operating business, assets or capital leases stock of another Person; (xv) all Contracts for capital expenditures in either excess of $25,000; (xvi) all Contracts with a contractor for services, sales representative, distributor, dealer, broker, sales agency, advertising agency or other Person engaged in sales, distributing or promotional activities, or any Contract to act as one of the foregoing on behalf of any Person, in each case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations over the remaining term of the Contract in excess of $1,500,000 50,000; (xvii) except as referenced in Section 4.23, any Contract that requires the payment of royalties, commissions, finders’ fees or more similar payments involving payment obligations over the remaining term of the Contract in excess of $50,000; and (xviii) any settlement or similar Contract under which any of the AUC Entities has remaining obligations; (xix) all powers of attorney or agency agreements with any Person given by any of the Sellers that are currently effective and outstanding pursuant to which such Person is granted the authority to act for or on behalf of any AUC Entity or any AUC Entity is granted the authority to act for or on behalf of any Person, other than Tax powers of attorney, granted in the Ordinary Course of Business; and (xx) any other Contract material to the Business, the Purchased Assets or any of the AUC Entities. (b) The Sellers have made available to the Buyers in the Dataroom (i) intercompany indebtedness among the MCK Contributed Entities a true, complete and correct copy of each written Material Contract and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any a summary of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or each oral Material Contract prior to the Closing); (G) Closing Date. None of the AUC Entities nor, to the Knowledge of the Sellers, any agreement that restrictsother party to any Material Contract, prohibits or impairs (or purports to restrict, prohibit or impair)is in breach of, or has or would reasonably be expected to have the effect of prohibiting, restricting or impairingin default under, any material business practice Material Contract. To the Knowledge of the Core MTS Business (Sellers, there is no event or the Company after the Closing)condition that with notice or lapse of time, any material acquisition of property by the Core MTS Business (or the Company after the Closing) both, would constitute such a breach or limits the freedom, in any material respect, default; and none of the Core MTS Business (AUC Entities has received any written notice of any breach or the Company after the Closing) to conduct the following activities (i) engage in any line default or event that with notice or lapse of businesstime, (ii) sellor both, license would constitute such a breach or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants default by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off AUC Entities. To the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which Knowledge of the Core MTS Business obtains the right to useSellers, there have been no threatened cancellations of, or a covenant not to be sued any dispute under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to useMaterial Contract nor, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider Knowledge of the Core MTS Business with a base salary Sellers, does there exist the basis for any such cancellation or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) dispute. Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and Contract is in full force and effect, and none is valid and enforceable in accordance with its respective terms, subject to the effect of the Core MTS Businessany applicable Laws relating to bankruptcy, orreorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the knowledge effect of MCKgeneral principles of equity (regardless of whether such enforceability is considered in a Legal Proceeding in equity or at Law). (c) Except as set forth on Section 4.20(c) of the Disclosure Schedule, any other the applicable AUC Entity has the right to assign to the Buyers each Purchased Contract without notice, modification, cancellation or consent, or if such notice or consent is required, the AUC Entities have given notices to the third parties and used commercially reasonable efforts to obtain the third party thereto is in default or breach in any respect consents set forth on Section 4.20(c) of the Disclosure Schedule, and such transfer will provide to the Buyers all of the rights of the applicable AUC Entity under the terms of such MTI Material Contract, except for free and clear of any such defaults or breaches which would not reasonably be expectedLiens, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselother than Permitted Liens.

Material Contracts. (ia) None Section 3.13(a) of the Core MTS Business or any Seller Disclosure Letter sets forth a complete list as of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating this Agreement of each of the following Contracts to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK which Seller or any of its Affiliates (in respect of the Devices & Services Business) or Transferred Subsidiary is a party or by which any of them is bound (collectively, Contracts of such type whether or not listed on Section 3.13(a) of the Seller Disclosure Letter, the “Material Contracts”); provided, however, that a Contract referenced by more than one description need only be listed once on Section 3.13(a) of the Seller Disclosure Letter if the applicability of another subsection of Section 3.13(a) to such Contract is reasonably apparent on its face: (i) any Contract evidencing Indebtedness in excess of €25,000,000, or under which any Transferred Subsidiary has issued any note, bond, indenture, mortgage, security interest or other than the MCK Contributed Entities)evidence of Indebtedness, on the other hand; provided thator has directly or indirectly guaranteed Indebtedness of any Person, excluding, in the case of clause each case, any intercompany Indebtedness between two or more Transferred Subsidiaries; (ii) any such indebtedness shall be paid off guarantees of the obligations of other Persons or agreements of indemnity, surety or similar contracts, whether direct or indirect, involving the potential expenditure by the Transferred Subsidiaries after the date of this Agreement of more than €3,000,000 in full at or prior to the Closing)any instance; (Giii) any agreement Contract involving payment by or to any Seller Entity or Transferred Subsidiary of at least €75,000,000 in the current calendar year and any Contract with any Material Customer; (iv) any Contract for the purchase of products or services involving payment of at least €75,000,000 in the current calendar year that restrictscannot be terminated within ninety (90) days after giving notice of termination without resulting in any material Liability, prohibits costs or impairs penalty and any Contract with any Material Supplier; (v) any Contract that materially restricts (or purports to materially restrict) the ability of any Seller Entity (with respect to the Devices & Services Business) or any Transferred Subsidiary or any of their respective Affiliates from engaging in business in any geographic area, prohibit competing with any Person or impair)soliciting customers or employees of any Person, in each case in a manner that is or would be adverse to the parties thereto or their Affiliates or any Contract involving payment by or to any Seller Entity or Transferred Subsidiary of at least €75,000,000 in the current calendar year that contains or grants any “most favored nations” or similar terms; (vi) any material joint venture or partnership agreement, Contract for or relating to any material investment (whether through the acquisition of an equity interest, the making of a loan or advance or otherwise) in any other Person , or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice Contract relating to the joint development or joint ownership or joint licensing of Transferred IP; (vii) any Real Property Lease; (viii) any franchise, sale (other than purchase orders) or commission agreement or similar Contract, in each case under which any of the Core MTS Business Seller Entities or Transferred Subsidiaries is obligated to pay an amount in excess of €25,000,000 during any calendar year in the aggregate; (ix) any Intellectual Property License under which rights in or the Company after the Closing)to Transferred IP are granted, any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities other than (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding exclusive Software licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent business, or (ii) with past practicerespect to Designs, Trademarks or Domain Names, any agreements described in subsection (vii) of the definition of “Permitted Encumbrances”; (Jx) any agreement pursuant to Contract under which any of the Core MTS Business Transferred Subsidiaries or Seller Entities in respect of the Devices & Services Business, has provided contingent liabilities or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party ongoing obligations (including any contingent right to receive for indemnification or lease source code containing “earn outs” or embodying any Software included in similar deferred purchase price obligations) after the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement date of this Agreement relating to the employment, severance, retention acquisition or indemnification sale of any service provider of the Core MTS Business with a base salary business or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing assets (other than the Transaction Documents); (M) any agreement with or for the benefit acquisitions of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and assets in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreementsbusiness), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or; (Nxi) any agreement with material Contract to which a Transferred Subsidiary and a Seller Entity or one of its Affiliates (other than a Transferred Subsidiary) and another Person is party and any Governmental Authority relating material Contracts pursuant to corporate integrity, deferred prosecution, which a Seller Entity or one of its Affiliates (other than a Transferred Subsidiary) and another Person is party (but not a Transferred Subsidiary) related to the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsDevices & Services Business (other than the Contracts); (xii) any Transferred License; and (xiii) any outstanding written commitment to enter into any Contract of the type described in subsections (i) through (xii) of this Section 3.13(a). (iib) Each agreement required True, correct and materially complete copies of all Material Contracts listed in Section 3.13(a) of the Seller Disclosure Letter, including all material amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof, in each case to be disclosed pursuant the extent in the possession of Seller and its Subsidiaries, have been made available to this Buyer. Except as set forth in Section 4.02(i3.13(b) of the Seller Disclosure Letter, (eachx) assuming each such Material Contract is binding and enforceable against the other parties thereto, a “MTI each Material Contract”) is Contract constitutes a valid and binding agreement obligation of the Core MTS Business Seller Entity or Transferred Subsidiary party thereto and is enforceable against the Seller Entity or Transferred Subsidiary party thereto in full force accordance with its terms (except as may be limited by bankruptcy, insolvency, fraudulent transfer, moratorium, reorganization, preference or similar Laws of general applicability relating to or affecting the rights of creditors generally and effectsubject to general principles of equity (regardless of whether enforcement is sought in equity or at law)), and none (y) no event has occurred that, with or without notice or lapse of the Core MTS Businesstime or both, would result in a breach of or default under any Material Contract by any Seller Entity or Transferred Subsidiary or, to the knowledge Knowledge of MCKSeller, any other Person party thereto is thereto, except, in default each case set forth in clauses (x) and (y), where such failure to be so valid, binding and enforceable, or such breach in any respect under the terms of such MTI Material Contractor default, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject Except as would not be material to the redaction Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole: no Seller Entity or Transferred Subsidiary has received any written notice or claim of certain informationdefault under any Material Contract and no Seller Entity or Transferred Subsidiary has received any written notice of an intention to terminate or challenge the validity or enforceability of any such Material Contract from a counterparty thereto and, have been delivered to MCK the Knowledge of Seller, no such action is threatened. (c) Seller hereby represents that the Transferred Subsidiaries and the Purchased Assets include all or its outside counselsubstantially all of Nokia’s Subscriber Device Business.

Material Contracts. (a) Except for those agreements filed as exhibits to the MLP SEC Reports and those agreements set forth on Section 4.9(a) of the MLP Disclosure Schedule (collectively, the “MLP Material Agreements”), none of the MLP Group Entities is a party to, or is bound by, any agreements, contracts or commitments (whether written or oral): (i) None which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Core MTS Business SEC); (ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000; (iii) which contains any provision that prior to or following the Effective Time would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, MLP or any controlled Affiliate of its Subsidiaries MLP, including by materially restricting the disposition of any business or assets; (iv) which is a party to or bound by: (A) any agreement for the lease or sublease license (whether of real real, personal or personal intangible property) providing for annual payments rentals or fees of $750,000 5,000,000 or moremore that cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by such MLP Group Entity of any material penalty; (Bv) any which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for that in each case both (A) cannot be terminated by any MLP Group Entity on not more than 60 days’ notice without payment by any of MLP Group Entity of any material penalty and (B) involves annual revenues or payments in excess of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements10,000,000; (Cvi) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity which is a partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Businessarrangement; (Evii) any agreement which is a contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration with a purchase price of $250,000 10,000,000 or more; (Fviii) any agreement relating contract that relates to indebtedness for borrowed moneyany commodity or interest rate swap, the deferred purchase price of property cap or capital leases (in either case, whether incurred, assumed, guaranteed collar or secured by any asset) involving payment obligations of $1,500,000 other similar hedging or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyderivate transactions, other than those contained within customer agreements any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with past practice; (Jix) any agreement pursuant contract relating to which the Core MTS Business has provided gathering, processing, treating, transportation, storage, sale or leasedpurchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party the provision of services related thereto (including any contingent right to receive operation, operation servicing or lease source code containing maintenance contract) in each case that involves annual revenues or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation payments in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million10,000,000; or (Nx) any agreement with any Governmental Authority contract relating to corporate integrity, deferred prosecution, the construction of capital assets or the Core MTS Business’ other capital expenditures in each case that involves annual revenues or MCK’s material non-compliance with Health Care Lawspayments in excess of $10,000,000. (iib) Each agreement required Except to the extent that enforceability thereof may be disclosed pursuant limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to this Section 4.02(ior affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); provided, however, that any indemnity, contribution and exoneration provisions contained in any such MLP Material Agreement may be limited by applicable Law and public policy, each of the MLP Material Agreements (i) (each, a “MTI Material Contract”) is a constitutes the valid and binding agreement obligation of the Core MTS Business applicable MLP Group Entity and, to the Knowledge of the MLP Parties, constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effect, and none effect as of the Core MTS BusinessExecution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement, or, in each case unless the failure to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which be so would not reasonably be expectedconstitute, individually or in the aggregate, to be material an MLP Material Adverse Effect. (c) There is not, to the Core MTS BusinessKnowledge of any of the MLP Parties, taken as under any MLP Material Agreement, any default or event which, with notice or lapse of time or both, would constitute a whole. True and complete copies default on the part of each MTI Material Contract, and all amendments any of the parties thereto, in each case subject except such events of default and other events as to the redaction of certain information, which requisite waivers or consents have been delivered to MCK obtained or its outside counselwhich would not constitute, individually or in the aggregate, an MLP Material Adverse Effect.

Material Contracts. (a) Schedules 2.16(a)(i) through (xxiv) of the Company Disclosure Letter set forth a list of each of the following Contracts to which any Group Company is a party that are in effect on the Agreement Date (the “Material Contracts”): (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) Contract providing for annual payments by or to any Group Company (or under which any Group Company has made or received such payments) in the period since such Group Company’s inception in an aggregate amount of $750,000 25,000 or more; (Bii) any agreement dealer, distributor, referral or similar agreement, or any Contract providing for the purchase grant of materialsrights to reproduce, supplieslicense, goodsmarket, services, equipment refer or sell its products or services to any other assets providing for annual payments Person or relating to the advertising or promotion of $3.0 million the Business or more in MCK’s fiscal year 2016, including pursuant to which any independent contractor agreements, but excluding third parties advertise on any employment agreementswebsites operated by any Group Company; (Ciii) any sales, distribution or other than “shrink wrap” and similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets generally available commercial end-user licenses to software that provides for annual payments have an individual acquisition cost of $5.0 million 25,000 or more in MCK’s fiscal year 2016; (D) less, all licenses, sublicenses and other Contracts to which any equity partnership, joint venture or other similar agreement or arrangement that Group Company is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities a party and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right Company acquired or is authorized to use, or a covenant not to be sued under, use any Third-Party Intellectual Property RightRights used in the development, marketing or licensing of the Company Products; (Iiv) any agreement license, sublicense or other Contract to which any Group Company is a party and pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, use any material MCK Owned Company Intellectual Property and/or MCK Licensed Rights; (v) any license, sublicense or other Contract pursuant to which any Group Company has agreed to any restriction on the right of any Group Company to use or enforce any Company Intellectual PropertyProperty Rights or pursuant to which any Group Company agrees to encumber, transfer or sell rights in or with respect to any Company Intellectual Property Rights; (vi) any Contract providing for the development of any software, technology or Intellectual Property Rights, independently or jointly, either by or for any Group Company (other than those contained within customer employee invention assignment agreements and consulting agreements with Authors on the Company’s standard form of agreement, copies of which have been provided to Purchaser); (vii) any confidentiality, secrecy or non-disclosure Contract other than any such Contract entered into by any Group Company in the ordinary course of business consistent with past practice; (Jviii) any Contract to license or authorize any third party to manufacture or reproduce any of the Company Products or Company Intellectual Property; (ix) any Contract with any Governmental Entity, any Company Authorization, or any Contract with a government prime contractor, or higher-tier government subcontractor, including any indefinite delivery/indefinite quantity contract, firm-fixed-price contract, schedule contract, blanket purchase agreement, or task or delivery order (each a “Government Contract”). (x) (A) any joint venture Contract, (B) any Contract that involves a sharing of revenues, profits, cash flows, expenses or losses with other Persons and (C) any Contract that involves the payment of royalties to any other Person; (xi) any separation agreement or severance agreement with any current or former employees under which the any Group Company has any actual or potential Liability; (xii) any Contract for or relating to the employment or service of any director, officer, employee, consultant or beneficial owner of more than 5% of the total shares of Company Capital Stock or any other type of Contract with any of its officers, employees, consultants or beneficial owners of more than 5% of the total shares of Company Capital Stock, as the case may be, excluding (A) at-will employment offer letters, (B) consulting agreements that can be terminated by the Company on not more than 30 days’ notice, (C) Contracts providing for the grant or issuance of equity (including all associated financing agreements) and (D) form Contracts entered into in connection with employment or service, such as invention and assignment agreements; (xiii) any Contract (A) pursuant to which any other party is granted exclusive rights or “most favored party” rights of any type or scope with respect to any of the Core MTS Business has provided Company Products or leasedCompany Intellectual Property, (B) containing any non-competition covenants or other restrictions relating to the Company Products or Company Intellectual Property, (C) that limits or would limit the freedom of the Company or any of its successors or assigns or their respective Affiliates to (I) engage or participate, or agreed compete with any other Person, in any line of business, market or geographic area with respect to provide the Company Products or leasethe Company Intellectual Property, or to make use of any source code Company Intellectual Property, including any grants by any Group Company of exclusive rights or licenses or (II) sell, distribute or manufacture any products or services or to purchase or otherwise obtain any software, components, parts or services or (D) containing any “take or embodying pay,” minimum commitments or similar provisions; (xiv) any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to standstill or similar agreement containing provisions prohibiting a third party from purchasing Equity Interests of the Company or assets of any Group Company or otherwise seeking to influence or exercise control over any Group Company; (xv) any Contracts relating to the membership of, or participation by, any Group Company in, or the affiliation of any Group Company with, any industry standards group or association; (xvi) any settlement agreement with respect to any Legal Proceeding; (xvii) any Contract pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a result of the execution of this Agreement or the consummation of the Stock Purchase or the other Transactions, either alone or in combination with any other event; (xviii) any Contract or plan (including any contingent right stock option, share scheme, merger and/or stock bonus plan) relating to receive the sale, issuance, grant, exercise, award, purchase, repurchase or lease source code containing redemption of any shares of Company Capital Stock or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyother securities of any Group Company or any options, whether pursuant warrants, convertible notes or other rights to an escrow arrangement purchase or otherwise)otherwise acquire any such shares of stock, other securities or options, warrants or other rights therefor; (Kxix) any Contract with any trade union, works council, labor union or any collective bargaining agreement relating or similar contract with its employees; (xx) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (xxi) any Contract of guarantee, surety, support, assumption or endorsement of, or any similar commitment with respect to, the employment, severance, retention Liabilities or indemnification indebtedness of any service provider of the Core MTS Business with a base salary or base compensation other Person; (xxii) any Contract for capital expenditures in excess of $300,000 per year, other than those that can be terminated without liability to 50,000 in the Core MTS Businessaggregate; (Lxxiii) any agreement with Contract pursuant to which any Group Company is a lessor or for the benefit lessee of MCK any real property or any Affiliate machinery, equipment, motor vehicles, office furniture, fixtures or other personal property involving expenditures in excess of MCK with obligations that continue following the Closing (other than the Transaction Documents);$25,000 per annum; and (Mxxiv) any agreement with Contract pursuant to which any Group Company has acquired a business or for the benefit entity, or assets of MCK a business or entity, whether by way of merger, consolidation, purchase of stock, purchase of assets, license or otherwise, or any Affiliate of MCK with obligations that continue following the Closing (Contract pursuant to which it has any ownership interest in any other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsPerson. (iib) All Material Contracts are in written form. Each agreement Group Company has performed all of the obligations required to be disclosed pursuant performed by it and is entitled to this Section 4.02(i) (eachall benefits under, a “MTI and is not alleged to be in default in respect of, any Material Contract”) Contract to which it is a valid and binding agreement party. Each of the Core MTS Business and Material Contracts is in full force and effect, subject only to the effect, if any, of applicable bankruptcy and none other similar Applicable Law affecting the rights of the Core MTS Businesscreditors generally and rules of law governing specific performance, orinjunctive relief and other equitable remedies. There exists no default or event of default or event, occurrence, condition or act, with respect to any Group Company or to the knowledge of MCKthe Company, with respect to any other party thereto is in contracting party, that, with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be expected to (i) become a default or breach in event of default under any respect Material Contract or (ii) give any third party (A) the right to declare a default or exercise any remedy under the terms of such MTI any Material Contract, except (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Material Contract, (C) the right to accelerate the maturity or performance of any obligation of any Group Company under any Material Contract or (D) the right to cancel, terminate or modify any Material Contract. No Group Company has received any notice or other communication regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any Material Contract. No Group Company has any Liability for any such defaults or breaches which would not reasonably be expectedrenegotiation of Government Contracts. True, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True correct and complete copies of each MTI all Material Contract, and all amendments thereto, in each case subject Contracts have been provided to Purchaser at least three Business Days prior to the redaction of certain information, have been delivered to MCK or its outside counselAgreement Date.

Material Contracts. Schedule 4.25 delivered to AMCON by HNWC prior to the execution of this Agreement lists all material contracts and agreements and use permits to which, as of the date hereof, HNWC is a party or by which is bound or under which HNWC has or may acquire any rights, which involve or relate to (i) None obligations of HNWC for borrowed money or other indebtedness where the amount of such obligations exceeds $50,000 individually, (ii) the lease by HNWC, as lessee or lessor, of real property for rent of more than $25,000 per annum, (iii) the purchase or sale of goods (other than raw material to be purchased by HNWC on terms that are customary and consistent with the past practice of HNWC and in amounts and at prices substantially consistent with past practices of HNWC) or services with an aggregate minimum purchase price of more than $25,000 per annum, (iv) rights to manufacture and/or distribute any product which accounted for more than $25,000 of the Core MTS Business consolidated revenues of HNWC during the fiscal year ended December 31, 1999 or any of its Subsidiaries is a party to under which HNWC received or bound by: (A) any agreement for the lease paid license or sublease (whether of real or personal property) providing for annual payments other fees in excess of $750,000 or more; 25,000 during any year, (Bv) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant properties not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to having a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation purchase price in excess of $300,000 per year25,000, (vi) the right (whether or not currently exercisable) to use, license (including any "in-license" or "outlicense"), sublicense or otherwise exploit any intellectual property right or other than those that can be terminated without liability proprietary asset of HNWC or any other Person which, when considered together with all such other rights, is material to the Core MTS Business; HNWC; (Lvii) any agreement material collaboration or joint venture or similar arrangement; (viii) the restriction on the right or ability of HNWC (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for the benefit of MCK any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any Affiliate of MCK other manner with obligations that continue following the Closing any other Person; (other than the Transaction Documents); (Mix) any agreement with currency hedging; (x) individual capital expenditures or for the benefit commitments in excess of MCK $25,000; or (xi) any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)license, other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materialslease, supplies, goods, services (excluding any employment agreements), equipment permit or other assets that right to use any water used by HNWC in its bottling operations. All such contracts and agreements and permits are generally available for purchase duly and validly executed by business entities in HNWC, the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers other party thereto and which provide for annual payments of less than $1.0 million; or (N) any agreement with any all Governmental Authority relating to corporate integrityEntities, deferred prosecutionas the case may be, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is are in full force and effecteffect in all material respects. HNWC has not violated or breached, and none of the Core MTS Businessor committed any default under, orany contract or agreement or permit, and, to the knowledge of MCKHNWC, neither HNWC or other Person has violated or breached, or committed any default under, any contract or agreement or permit, which violation, breach or default (alone or in combination with other party thereto is in violations, breaches or defaults under such contract or agreement or permit or under other contracts or agreements or permits) has had or may reasonably be expected to have a HNWC Material Adverse Effect. No event has occurred which, after notice or the passage of time or both, would constitute a default by HNWC under any contract or agreement or permit or give any Person the right to (A) declare a default or breach exercise any remedy under any contract or agreement or permit, (B) receive or require a rebate, chargeback, penalty or change in delivery schedule under any respect under contract or agreement or permit, (C) accelerate the terms maturity or performance of such MTI Material Contractany contract or agreement or permit, except for or (D) cancel, terminate or modify any such defaults contract or breaches which would not reasonably be expected, individually agreement or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments theretopermit, in each case subject which, together with all other events of the types referred to in clauses (A), (B), (C) and (D) of this sentence has had or may reasonably be expected to have a HNWC Material Adverse Effect. All such contracts and agreements and permits will continue, after the redaction of certain informationEffective Time, have been delivered to MCK or its outside counselbe binding in all material respects in accordance with their respective terms until their respective expiration dates.

Material Contracts. (a) Except for those agreements filed as exhibits to the Buyer SEC Reports and those agreements set forth on Section 5.9(a) of the Buyer Disclosure Schedule (collectively, the “Buyer Material Agreements”), none of the Buyer Group Entities is a party to, or is bound by, any agreements, contracts or commitments (whether written or oral): (i) None which is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Core MTS Business SEC); (ii) which constitutes a contract or commitment relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset) in excess of $10,000,000; (iii) which contains any provision that prior to or following the Effective Time would materially restrict or alter the conduct of business of, or purport to materially restrict or alter the conduct of business of, whether or not binding on, Buyer or any controlled Affiliate of its Subsidiaries Buyer, including by materially restricting the disposition of any business or assets; (iv) which is a party to or bound by: (A) any agreement for the lease or sublease license (whether of real real, personal or personal intangible property) providing for annual payments rentals or fees of $750,000 2,000,000 or moremore that cannot be terminated by any Buyer Group Entity on not more than 60 days’ notice without payment by such Buyer Group Entity of any material penalty; (Bv) any which is an agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for that in each case both (A) cannot be terminated by any Buyer Group Entity on not more than 60 days’ notice without payment by any of Buyer Group Entity of any material penalty and (B) involves annual revenues or payments in excess of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements10,000,000; (Cvi) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity which is a partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Businessarrangement; (Evii) any agreement which is a contract relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration with a purchase price of $250,000 10,000,000 or more; (Fviii) any agreement relating contract that relates to indebtedness for borrowed moneyany commodity or interest rate swap, the deferred purchase price of property cap or capital leases (in either case, whether incurred, assumed, guaranteed collar or secured by any asset) involving payment obligations of $1,500,000 other similar hedging or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyderivate transactions, other than those contained within customer agreements any contract for purchase and sale of commodities and the associated hedging instruments entered into in the ordinary course of business consistent with past practice; (Jix) any agreement pursuant contract relating to which the Core MTS Business has provided gathering, processing, treating, transportation, storage, sale or leasedpurchase of natural gas, condensate or other liquid or gaseous hydrocarbons or the products therefrom, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party the provision of services related thereto (including any contingent right to receive operation, operation servicing or lease source code containing maintenance contract) in each case that involves annual revenues or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation payments in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million10,000,000; or (Nx) any agreement with any Governmental Authority contract relating to corporate integrity, deferred prosecution, the construction of capital assets or the Core MTS Business’ other capital expenditures in each case that involves annual revenues or MCK’s material non-compliance with Health Care Lawspayments in excess of $10,000,000. (iib) Each agreement required Except to the extent that enforceability thereof may be disclosed pursuant limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to this Section 4.02(ior affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); provided, however, that any indemnity, contribution and exoneration provisions contained in any such Buyer Material Agreement may be limited by applicable Law and public policy, each of the Buyer Material Agreements (i) (each, a “MTI Material Contract”) is a constitutes the valid and binding agreement obligation of the Core MTS Business applicable Buyer Group Entity and, to the knowledge of the Buyer Parties, constitutes the valid and binding obligation of the other parties thereto, (ii) is in full force and effecteffect as of the Execution Date, and none (iii) will be in full force and effect upon the consummation of the Core MTS Businesstransactions contemplated by this Agreement, or, in each case unless the failure to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which be so would not reasonably be expectedconstitute, individually or in the aggregate, to be material a Buyer Material Adverse Effect. (c) There is not, to the Core MTS BusinessKnowledge of any of the Buyer Parties, taken as under any Buyer Material Agreement, any default or event which, with notice or lapse of time or both, would constitute a whole. True and complete copies default on the part of each MTI Material Contract, and all amendments any of the parties thereto, in each case subject except such events of default and other events as to the redaction of certain information, which requisite waivers or consents have been delivered to MCK obtained or its outside counselwhich would not constitute, individually or in the aggregate, a Buyer Material Adverse Effect.

Material Contracts. Schedule 2.5 lists each Contract to which Seller (iwith respect to the Business) None of the Core MTS Business or Company is a party or to which Seller or Company or any of its Subsidiaries their properties is subject or by which Seller or Company is bound that (a) is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets Customer Contract that provides for annual payments to or performance by Seller or Company in excess of $5.0 million 250,000 in the aggregate, (b) is a Supplier Contract that provides for payments by Seller or more Company in MCK’s fiscal year 2016; excess of $250,000 in the aggregate, (Dc) any equity partnershipis a Government Contract, joint venture (d) after June 27, 1997 obligates Seller or other similar agreement or arrangement that is material Company to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration pay an amount of $250,000 or more; more in the aggregate, (Fe) has an unexpired term as of the date hereof in excess of three years, (f) represents a Contract upon which the Business is substantially dependent or the absence of which would have a material adverse effect on the Business, (g) provides for an extension of credit other than consistent with normal credit terms, (h) limits or restricts the ability of Seller (with respect to the Business) or Company to compete or otherwise to conduct its business in any agreement relating manner or place, (i) provides for a guaranty or indemnity by Seller (with respect to indebtedness for borrowed moneythe Business) or Company, the deferred purchase price (j) grants a power of property attorney, agency or capital leases similar authority to another person or entity, (k) contains a right of first refusal, (l) contains a right or obligation of any Affiliate, officer or director or any Associate, of Seller or Company to Seller or Company, (m) requires Seller or Company to buy or sell goods or services with respect to which there will be material losses or will be costs and expenses materially in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations excess of $1,500,000 or more expected receipts (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, as provided for or otherwise reserved against on the one hand, and MCK or any most recent of its Affiliates (other than the MCK Contributed Entitiesbalance sheets referred to in Section 2.3), on the other hand; provided that, in the case of clause (iin) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area is an offshore production contract or (iiio) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant was not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into made in the ordinary course of business consistent (each of which, together with past practice; (J) each Contracts relating to any agreement pursuant of the Intangible Property listed on Schedule 2.7, being a "Material Contract"). True copies of each Material Contract, including all amendments and supplements thereto, have been made available to which Buyer. Each Material Contract is valid and subsisting; Seller or Company, as applicable, has duly performed in all material respects all of its obligations thereunder to the Core MTS Business has provided extent that such obligations to perform have accrued; and no material breach or leaseddefault, alleged material breach or default, or agreed to provide event which would (with the passage of time, notice or lease, any source code containing both) constitute a material breach or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive default thereunder by Seller or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, Company or, to the best knowledge of MCKSeller and Company, any other party thereto is in default or breach in obligor with respect thereto, has occurred or as a result of this Agreement or performance thereof will occur. The consummation of the transactions contemplated by this Agreement will not (and will not give any respect person a right to) terminate or modify any rights of, or accelerate or augment any obligation of, Seller or Company under the terms of such MTI any Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Section 4.10(a) of the Disclosure Schedules sets forth each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property (including, brokerage contracts) listed or otherwise disclosed in Section 4.13(a) of the Disclosure Schedules and all Intellectual Property Agreements listed in Section 2.01(d) of the Disclosure Schedules, being “Material Contracts”): (i) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments all Contracts involving aggregate consideration in excess of $750,000 10,000 and which, in each case, cannot be cancelled without penalty or morewithout more than ten (10) days’ notice; (Bii) any agreement for all Contracts that require Seller to purchase or sell a stated portion of the purchase requirements or outputs of materials, supplies, goods, services, equipment the Business or other assets providing for annual payments of $3.0 million that contain “take or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementspay” provisions; (Ciii) all Contracts that provide for the indemnification of any salesPerson or the assumption of any Tax, distribution environmental or other similar agreement providing for the sale Liability of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016any Person; (Div) any equity partnership, joint venture or other similar agreement or arrangement all Contracts that is material to the Core MTS Business; (E) any agreement relating relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (Gv) any agreement that restrictsall broker, prohibits distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts; (vi) all employment agreements and Contracts with independent contractors or impairs consultants (or purports similar arrangements) which are not cancellable without material penalty or without more than ten (10) days’ notice and all non-competition, non-solicitation and confidentiality agreements from current and former independent contractors, consultants and employees of Seller that are currently in effect; (vii) except for Contracts relating to restricttrade receivables, prohibit all Contracts relating to indebtedness (including guarantees); (viii) all Contracts with any Governmental Authority (“Government Contracts”); (ix) all Contracts that limit or impair), or has or would reasonably be expected purport to have limit the effect ability of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) Seller to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or during any period of time; (iiix) compete with all joint venture, partnership or similar Contracts; (xi) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person (includingof any option, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights right of first refusal or rights of first offer preferential or (IV) any limits on the use of similar right to purchase any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Purchased Assets; (Hxii) all powers of attorney with respect to the Business or any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property RightPurchased Asset; (Ixiii) all collective bargaining agreements or Contracts with any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice;Union; and (Jxiv) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating all other Contracts that are material to the employment, severance, retention Purchased Assets or indemnification of any service provider the operation of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be not previously disclosed pursuant to this Section 4.02(i4.10. (b) (each, a “MTI Each Material Contract”) Contract is a valid and binding agreement of the Core MTS Business on Seller in accordance with its terms and is in full force and effect, and none . None of the Core MTS Business, or, to the knowledge of MCK, Seller or any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any respect under the terms material respect, or has provided or received any notice of such MTI any intention to terminate, any Material Contract. No event or circumstance has occurred that, except for with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would not reasonably be expected, individually cause or in permit the aggregate, to be material to acceleration or other changes of any right or obligation or the Core MTS Business, taken as a wholeloss of any benefit thereunder. True Complete and complete correct copies of each MTI Material ContractContract (including all modifications, amendments and all amendments thereto, in each case subject to the redaction of certain information, supplements thereto and waivers thereunder) have been delivered made available to MCK Buyer. There are no material disputes pending or its outside counselthreatened under any Contract included in the Purchased Assets.

Material Contracts. (a) Section 3.15 of the Seller Disclosure Schedule sets forth as of the date of this Agreement a true and complete list of the following Contracts including purchase orders and invoices and all amendments related thereto to which any of Seller (to the extent applicable to the Business), AER and AER’s Subsidiaries is a party or any of their respective assets are bound (the “Material Contracts”), true and correct copies of which have been made available to IPH: (i) None that would be reasonably expected to involve the payment of or receipt by the Transferred Company or one of its Subsidiaries in excess of $1,000,000 for each individual Contract or series of related Contracts or $2,500,000 in the aggregate for all such Contracts; (ii) any futures, forward, swap, collar, put, call, floor, cap, option or other similar Contract (collectively, “Derivative Products”), including with respect to electricity (including capacity and ancillary services products related thereto), natural gas, fuel oil, coal, emissions allowances and offsets, and other commodities, currencies, interest rates and indices; (iii) (x) that are Contracts for the future purchase, exchange or sale of physical electric power in any form, including electricity, capacity or any ancillary services products related thereto, or an obligation of the Core MTS Business Transferred Company or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, deliver electric power in any material respect, of the Core MTS Business form pursuant to physical load obligations (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (includingwhich, for the avoidance of doubt, any material agreement Seller and IPH agree are types of Derivative Products for purposes of this Agreement), (y) tolling agreements relating to the generation and sale of electricity or (z) that includes (I) grants relates to the acquisition or disposition of a business or facility by the Core MTS Business Transferred Company or any of exclusive rights, exclusive territories, exclusive licenses its Subsidiaries or “most favored party” rights, by Seller (IIto the extent applicable to the Business) that impose material ongoing obligations on the Transferred Company or any of its Subsidiaries; (iv) that is any non-competition Contract or non-solicitation restrictions, (III) other Contract that purports to limit in any rights material respect either the type of first refusal business in which the Transferred Company or rights of first offer its Subsidiaries may engage or (IV) any limits on the use of geographic area in which any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)them may so engage; (Hv) that is any material indenture, credit agreement, letter of credit, reimbursement agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant related to a letter of credit, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Debt under which the Core MTS Business obtains the right to useTransferred Company or any of its Subsidiaries has created, incurred, assumed or a covenant not to be sued underguaranteed (or may create, any Intellectual Property Rightincur, assume or guarantee) Debt in each case in excess of $1,000,000; (Ivi) any agreement pursuant to which any Person (x) that is authorized to usea guarantee or Credit Support instrument issued by, or receives on behalf of, the Transferred Company or any of its Subsidiaries or otherwise in support of or for the benefit of the Transferred Company or its Subsidiaries or (y) that provides a covenant counterparty of the Transferred Company or any of its Subsidiaries the right, whether or not conditional, to require collateral posting or some other form of Credit Support to be sued underprovided by, or on behalf of, the Transferred Company or its Subsidiary party thereto; (vii) that provides for any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertysale leaseback arrangement with payments in excess of $1,000,000; (viii) that is a Contract for the acquisition of capital equipment containing any future capital expenditure obligations of the Transferred Company or its Subsidiaries (or otherwise relating to the Business) in excess of $1,000,000; (ix) that is a joint venture, partnership or other similar agreement or that is a stockholders, registration rights or similar agreement; (x) that is a collective bargaining agreement or other Contract with a labor union or other labor organization; (xi) that are Contracts for the purchase, exchange or sale of coal, natural gas, fuel oil or other fuels, water or other commodities used for generation of electricity that provide for the payment by or to the Transferred Company or one of the Transferred Company’s Subsidiaries in excess of $1,000,000 during the remaining life of the Contract; (xii) Contracts for the future transportation or transmission of coal, natural gas, fuel oil or other fuels, electric power, water or any other commodity, that involve the payment by or to the Transferred Company or one of the Transferred Company’s Subsidiaries in excess of $1,000,000 during the remaining life of the Contract; (xiii) Contracts with respect to storage, parking, loaning, distribution, wheeling, facility or meter construction, unloading, delivery or balancing of natural gas that involve the payment by or to the Transferred Company or one of the Transferred Company’s Subsidiaries in excess of $2,500,000 during the remaining life of the Contract; (xiv) except as described in any other clause of this Section 3.15(a), all other Contracts (A) for the future sale or acquisition of any asset or (B) that grant a right or option to purchase any asset, other than those contained within customer agreements in each case Contracts entered into in the ordinary course of business consistent relating to any asset with past practicerespect to which the Transferred Company or one of the Transferred Company’s Subsidiaries is entitled to receive or is required to pay less than $100,000 for each individual Contract or $250,000 in the aggregate for all such Contracts; (Jxv) Leased Real Property leases; (xvi) Contracts granting a Lien (other than a Permitted Lien) on any agreement pursuant of the assets of the Transferred Company or one of the Transferred Company’s Subsidiaries; (xvii) except as described in any other clause of this Section 3.15(a), all Contracts for the provision of operation, maintenance or management (including administration, energy management, dispatch, scheduling or market participant services) of any material asset or business activity of the Transferred Company or one of the Transferred Company’s Subsidiaries, other than in each case Contracts with respect to which the Core MTS Business has provided Transferred Company or leased, or agreed a Subsidiary of the Transferred Company is entitled is required to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)pay less than $1,000,000; (Kxviii) the Put Option Agreement and the Put Option Asset Purchase Agreement; and (xix) any agreement relating Contract not otherwise described in clauses (i) through (xvii) above the breach, termination, or expiration of which would have a material adverse effect to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK Transferred Company or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)its Subsidiaries, other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawstaken as a whole. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a legal, valid and binding agreement obligation of Seller (to the extent applicable to the Business), the Transferred Company or one of the Core MTS Business Transferred Company’s Subsidiaries, as applicable, and, to the Knowledge of Seller, on each counterparty and is in full force and effect, and none neither the Transferred Company nor any of its Subsidiaries, nor to the Core MTS BusinessKnowledge of Seller, any other party thereto, is in breach of, or in default under, any such Material Contract, and no event has occurred that with notice or lapse of time or both would constitute such a breach or default thereunder by the Transferred Company or its Subsidiaries, or, to the knowledge Knowledge of MCKSeller, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contractthereto, except for any such failures to be valid, binding or in full force and effect and such breaches and defaults or breaches which would not reasonably be expectedthat, individually or in the aggregate, have not had and would not reasonably be expected to be have, individually or in the aggregate, a material to effect on the Core MTS BusinessTransferred Company and its Subsidiaries, taken as a whole. True As of the date of this Agreement, none of Seller, the Transferred Company or any of its Subsidiaries has received written notice from any other party to any Material Contract that such other party intends to terminate, cancel or not renew any such Material Contract. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in any breach or other violation of any Material Contract. (c) Section 3.15(c) of the Seller Disclosure Schedule sets forth as of the date of this Agreement a true and complete copies list of each MTI Material Contract, the Contracts (the “Affiliate Agency Contracts”) under which Seller or any of its Subsidiaries (including the Transferred Company and its Subsidiaries) has the authorization to act as agent (an “Affiliate Agent”) for the Transferred Company or any of its Subsidiaries as principal (the “Principal”). Each Affiliate Agent has all amendments thereto, in each case subject required authority from the applicable Principal to act as agent under the redaction applicable Affiliate Agency Contract and has no liability with respect to any obligation of certain information, have been delivered to MCK or its outside counselthe Principal thereunder.

Material Contracts. (ia) None Section 3.12(a) of the Core MTS Business or any Seller Disclosure Letter sets forth a correct and complete list as of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business following Contracts (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (includingexcluding, for the avoidance of doubt, any Seller Benefit Plans and Acquired Company Benefit Plans) to which an Acquired Company (or another Seller Business Group Member) is bound (the Contracts required to be set forth on Section 3.12(a) of the Seller Disclosure Letter, collectively, the “Material Contracts”): (i) any Contract pursuant to which the Acquired Companies may be entitled to receive or obligated to pay more than $100,000,000 in any fiscal year; (ii) any Contract relating to the creation, incurrence, assumption or guarantee of any Indebtedness (excluding Indebtedness of the Egypt JV) in excess of $50,000,000 or which places an Encumbrance (other than a Permitted Encumbrance) on any material agreement assets of the Acquired Companies; (iii) any Contract that provides for any “earn-out” or similar payment by any Acquired Company that could result in payments in excess of $10,000,000; (iv) any Contract that provides for the establishment or operation of any legal partnership, joint venture, or similar arrangement, including Contracts with respect to the Principal Minority Interests and with the Principal JV Entities; (v) any Contract with (A) a Material Customer pursuant to which such Material Customer pays amounts in excess of $25,000,000 on an annual basis to the Business or (B) a Material Supplier pursuant to which the Business pays amounts in excess of $25,000,000 on an annual basis to such Material Supplier; (vi) any Contract since August 31, 2018 that resolves or settles any pending or threatened Legal Proceeding (A) with a value in excess of $5,000,000 or (B) that provides for any ongoing injunctive or other non-monetary relief that is material to the Business, other than customary confidentiality, release and non-disparagement obligations; (vii) an Acquired Company Labor Agreement; (viii) any factoring arrangement involving the transfer of receivables; (ix) any Leases; (x) any Shared Contract (or group of Shared Contracts) (A) pursuant to which a Seller Business Group Member may be entitled to receive, or obligated to pay, in excess of $10,000,000 in any fiscal year or (B) that is otherwise material to the Acquired Companies or the Business; (xi) any Affiliate Agreement, and any Contract between or among an Acquired Company, on the one hand, and any JV Entity, on the other hand, in each case that will survive the Closing and (A) pursuant to which a Seller Business Group Member may be entitled to receive or obligated to pay in excess of $10,000,000 in any fiscal year or (B) that is otherwise material to the Acquired Companies or the Business; (xii) any Contract that restricts in any material respect the ability of an any Seller Business Group Member or the Business to compete in any business or with any Person in any geographical area or which includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rightsnation”, (II) any non-competition exclusive relations or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on clauses for the use benefit of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement Person other than Seller or a Seller Business Group Member (excluding licenses customary provisions for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements non-solicitation of employees entered into in commercial contracts in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwisebusiness); (Kxiii) any agreement relating Contract that relates to the employment, severance, retention disposition or indemnification acquisition of any service provider assets in a single transaction or series of the Core MTS Business with a base salary or base compensation related transactions, for aggregate consideration in excess of $300,000 per year10,000,000, other than those that can be terminated without liability to the Core MTS Business; (L) by any agreement with or for the benefit of MCK or any Affiliate of MCK Acquired Company, with obligations that continue following remaining to be performed or liabilities continuing after the Closing date hereof (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documentscustomary access and confidentiality obligations), other than agreements with MCK or any Affiliate excluding (A) Contracts related to dispositions and acquisitions of MCK entered into on arm’s length terms inventory and (B) dispositions and acquisitions of equipment in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionbusiness; orand (Nxiv) any agreement with Contract that requires any Governmental Authority relating to corporate integrityunsatisfied capital commitment or capital expenditure (or series of capital expenditures) by any Acquired Company in an amount in excess of $25,000,000 during the term of such Contract, deferred prosecution, understanding or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsundertaking. (iib) Each agreement required Seller has made available to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Buyer accurate and complete copies of each Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which . Except as would not reasonably be expectedexpected to have, individually or in the aggregate, a Business Material Adverse Effect, (i) each Material Contract is in full force and effect and is valid, binding and enforceable against an Acquired Company (or other Seller Business Group Member, as applicable) that is a party to be material such Material Contract, and, to Seller’s Knowledge, each other party thereto in accordance with its terms, subject to the Core MTS BusinessEnforceability Limitations and (ii) none of the Acquired Companies (or other Seller Business Group Member, taken as applicable), nor to Seller’s Knowledge, any other party thereto, is in default, violation, or breach under any Material Contract to which it is a wholeparty. True and complete copies No event has occurred that has or, with notice or the passage of time or both, would (A) constitute a default, violation or breach by any Acquired Company (or other Seller Business Group Member, as applicable) or, to Seller’s Knowledge, any other party thereto, or (B) result in a right of termination by any counterparty, in each MTI case under any Material Contract except in each case, as would not reasonably be expected to have a Business Material Adverse Effect. As of the date of this Agreement, no Seller Business Group Member has received written notice of termination or cancellation of any Material Contract, and all amendments theretono party to any Material Contract has provided written or, in each case subject to Seller’s Knowledge, oral notice threatening exercise of any termination rights with respect thereto or of any material dispute with respect to any Material Contract. For the purposes of this Section 3.12(b), the term “Material Contract” shall be deemed to include any Contract that would qualify as a Material Contract if it had been entered into prior to the redaction date of certain information, have been delivered to MCK or its outside counselthis Agreement.

Material Contracts. (ia) None Section 3.15(a) of the Core MTS Business Disclosure Schedule sets forth, as of the date of this Agreement, a true and complete list of each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound and that relate primarily to the Purchased Assets, the Assumed Liabilities or bound by:the Business (each, a “Company Material Contract”): (i) each Contract pursuant to which any material Third Party Intellectual Property Rights that are used, or held for use by the Company or any of its Subsidiaries in connection with the Business is, or is required to be, licensed, sublicensed, sold, assigned or otherwise conveyed or provided to the Company or any of its Subsidiaries in connection with the Business (other than (A) Contracts for Standard Software, (B) non-disclosure agreements entered into in the ordinary course of business (each, an “NDA”), (C) customary invention assignment agreements with employees and independent contractors entered into in the ordinary course of business and (D) Contracts related to membership in any agreement Standards Body); (ii) each Contract pursuant to which any material Transferred Business Intellectual Property Rights or any other material right included in the Purchased Assets (whether or not currently exercisable) or interest in any material Transferred Business Intellectual Property Rights is, or is required to be, licensed (whether or not such license is currently exercisable), sublicensed, sold, assigned or otherwise conveyed or provided to a Third Party by the Company or any of its Subsidiaries in connection with the Business (other than (A) NDAs and (B) Contracts for the lease purchase, sale or sublease (whether non-exclusive license of real Data Center Products or personal property) providing for annual payments Intellectual Property Rights used with such Data Center Products entered into in the ordinary course of $750,000 or morebusiness); (iii) each (A) Contract that includes a covenant not to xxx that is material to the Business, other than Contracts which are licenses to Intellectual Property Rights or Contracts relating to membership in any Standards Body or (B) any settlement agreement imposing material restrictions on the operation of the Business as currently conducted; (iv) each Contract (including any government contract) that has not been fully performed for the purchase sale or distribution by the Company or any of its Subsidiaries in connection with the Business of materials, supplies, goods, services, equipment or other assets providing for annual assets, in connection with which the Business has received payments from the applicable counterparty of $3.0 million 5,000,000 or more in MCK’s fiscal year the 12 month period ending October 29, 2016, including except any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing Contract that is a purchase order for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments entered into by the Company or any Subsidiary in the ordinary course of $5.0 million or more in MCK’s fiscal year 2016business; (Dv) each Contract that is a master purchase agreement with a Significant Customer or a master purchase agreement with a Significant Supplier (excluding, for clarity, purchase orders and similar transaction documents issued in the ordinary course of business); (vi) each Contract providing for any equity partnershipother Person with “most-favored-nation” terms, joint venture including such terms for pricing; (vii) each Contract that contains any provisions requiring the Company or any of its Subsidiaries to indemnify any other similar agreement party (excluding indemnities contained in agreements for the purchase, sale or arrangement license of products of the Business or indemnities in connection with the licensing of Intellectual Property Rights in the ordinary course of business), which indemnity is material to the Business, taken as a whole; (viii) each Contract that limits or restricts in any material respect the Company or any of its Subsidiaries from (A) engaging or competing in any line of business in any location or with any Person, (B) selling any products or services of or to any other Person or in any geographic region or (C) obtaining products or services from any Person, in each case of subclauses (A), (B) and (C), that is material to the Core MTS Business, taken as a whole; (Eix) each material partnership or joint venture agreement; (x) each Contract that includes any agreement arrangement whereby the Company or any of its Subsidiaries grants any right of first refusal or right of first offer or similar right to a Third Party, which right is material to the Business, taken as a whole; (xi) each Contract that is a loan, guarantee of Indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to Indebtedness for borrowed money in an amount in excess of $5,000,000 individually; (xii) each Contract relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within Person pursuant to which the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Company or any of its Affiliates (Subsidiaries has any continuing and unpaid payment obligations, excluding acquisitions or dispositions of supplies, inventory, merchandise or products in connection with the conduct of the Company’s or any of its Subsidiaries’ business or of supplies, inventory, merchandise, products, equipment, properties or other than the MCK Contributed Entities)assets that are obsolete, on the other hand; provided thatworn out, surplus or no longer used or useful in the case conduct of clause (ii) business of the Company or any such indebtedness shall be paid off in full at or prior to the Closing)of its Subsidiaries; (Gxiii) each Contract that is a settlement or similar agreement with any Governmental Authority (including any corporate integrity agreement, monitoring agreement that restricts, prohibits or impairs deferred prosecution agreement) or order or consent of a Governmental Authority (including any consent decree or purports settlement order) to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or which the Company after the Closing), or any material acquisition of property its Subsidiaries is subject involving future performance by the Core MTS Business (Company or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)its Subsidiaries; (Hxiv) any material agreement each Contract (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing termsor series of related Contracts) pursuant to which the Core MTS Business obtains the right to use, Company or a covenant not to be sued under, any Intellectual Property Right;of its Subsidiaries has continuing “earnout” or similar obligations; and (Ixv) each Contract (or series of related Contracts) that obligates the Company or any agreement pursuant of its Subsidiaries to which make any Person is authorized to usecapital commitment, loan or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into capital expenditure in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation amount in excess of $300,000 per year, other than those 2,500,000 in the aggregate in any one year period after the date of this Agreement that can cannot be terminated without liability to by the Core MTS Business; (L) any agreement with or for the benefit of MCK Company or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into its Subsidiaries on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, 60 days’ notice without material payment or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawspenalty. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Except for any Company Material Contract”) is a valid and binding agreement of the Core MTS Business and is Contract that has terminated or expired in full force and effectaccordance with its terms or as has not had, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, each Company Material Contract is valid and binding and in full force and effect and enforceable against the other party or parties thereto in accordance with its terms. The Company or any of its Subsidiaries party thereto, as applicable, and, to the knowledge of the Company, each other party thereto, has performed its obligations required to be material performed by it, as and when required, under each Company Material Contract, except for failures to perform that have not had, and will not have, individually or in the aggregate, a Company Material Adverse Effect. Except for breaches, violations or defaults that have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the Core MTS Businessknowledge of the Company, taken as any other party to a wholeCompany Material Contract, is in violation of or in default under any provision of such Company Material Contract. True and complete copies of each MTI the Company Material Contract, Contracts and all any material amendments thereto, in each case subject thereto have been made available to Purchaser prior to the redaction date of certain information, have been delivered to MCK or its outside counselthis Agreement.

Material Contracts. (ia) None All Contracts required to be filed as exhibits to the DENTSPLY SEC Documents have been so filed in a timely manner. Section 4.16(a) of the Core MTS Business DENTSPLY Disclosure Schedule sets forth a true and complete list, as of the date hereof, of each of the following Contracts to which DENTSPLY or any of its Subsidiaries is a party to or by which DENTSPLY or any of its Subsidiaries or any of their assets or businesses are bound by:(and any amendments, supplements and modifications thereto): (Ai) any agreement for Contract that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreExchange Act); (Bii) any agreement for Contract that materially limits the purchase ability of materialsDENTSPLY or any of its affiliates (including, suppliesfollowing the consummation of the Transactions, goods, services, equipment the Surviving Corporation and its affiliates) to compete or other assets providing for annual payments provide services in any line of $3.0 million business or more with any Person or in MCK’s fiscal year 2016, any geographic area or market segment or to engage in any type of business (including any independent contractor license, collaboration, agency or distribution agreements, but excluding any employment agreements); (Ciii) any sales, distribution or other similar agreement providing for Contract required to be disclosed pursuant to Item 404 of Regulation S-K of the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016Exchange Act; (Div) any equity partnership, joint venture Contract or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition series of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement related Contracts relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases money (in either case, whether incurred, assumed, guaranteed or secured by any assetA) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those 10 million or (B) that can be terminated without liability to becomes due and payable as a result of the Core MTS BusinessTransactions; (Lv) any license, sublicense, option, development or collaboration agreement with or for the benefit other Contract relating to DENTSPLY Material Intellectual Property reasonably expected to result in payments in excess of MCK or $10 million in any Affiliate of MCK with obligations that continue following twelve (12) month period after the Closing Date (excluding license agreements for “shrink-wrap,” “click-wrap” or other than commercially available off-the-shelf software that is not the Transaction Documents); (M) any agreement with subject of a negotiated agreement, and excluding agreements the primary purpose of which is to purchase tangible goods or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms procure services unrelated to Intellectual Property and in the ordinary course of business business); (vi) any Contract reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date that provides for any material “most favored nation” provision or equivalent preferential pricing terms or similar obligations to which DENTSPLY or any of its Subsidiaries is subject; (vii) any distribution Contract with any of DENTSPLY’s top three distributors (measured by dollar volume of spending by the purchase distributor during the twelve (12) months ended June 30, 2015); (viii) any purchase, sale or sale supply contract that contains volume requirements or commitments, exclusive or preferred purchasing arrangements or promotional requirements reasonably expected to result in payments in excess of materials$10 million in any twelve (12) month period after the Closing Date; (ix) any lease, suppliessublease, goods, services (excluding any employment agreements), equipment occupancy agreement or other Contract with respect to the DENTSPLY Leased Real Property reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the Closing Date; (x) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of DENTSPLY or any of its Subsidiaries to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or businesses (in any case in excess of $10 million); (xi) any acquisition or divestiture agreement (A) entered into since June 30, 2012 with a purchase price in excess of $20 million or (B) that contains “earn-out” provisions or other contingent payment obligations that could reasonably be expected to exceed $10 million (including indemnification obligations) that have not been satisfied in full; (xii) any agreement that by its terms limits the payment of dividends or other distributions by DENTSPLY or any of its Subsidiaries; (xiii) any Contract for any joint venture, partnership or similar arrangement, or any Contract involving a sharing of revenues, profits, losses, costs, or liabilities by DENTSPLY or any of its Subsidiaries with any other Person involving a potential combined commitment or payment by DENTSPLY and any of its Subsidiaries in excess of $10 million annually; (xiv) any “single source” supply contract pursuant to which goods or materials that are generally available for purchase by business entities material to DENTSPLY or any of its Subsidiaries are supplied to DENTSPLY or such Subsidiary from an exclusive source reasonably expected to result in payments in excess of $10 million in any twelve (12) month period after the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual Closing Date; (xv) any Contract with a Governmental Entity reasonably expected to result in payments in excess of less than $1.0 million10 million in any twelve (12) month period after the Closing Date; or (Nxvi) any other agreement with which would prohibit or delay beyond the Outside Date the consummation of Merger or any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsother Transaction contemplated by this Agreement. (iib) Each agreement required DENTSPLY has heretofore made available to be disclosed pursuant to this Section 4.02(i) (eachSirona true, a “MTI Material Contract”) is a valid correct and binding agreement complete copies of the Core MTS Business Contracts set forth in Section 4.16(a). (c) Except as has not had and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedexpected to have, individually or in the aggregate, a DENTSPLY Material Adverse Effect, (i) all Contracts set forth or required to be material set forth in Section 4.16(a) of the DENTSPLY Disclosure Schedule or filed or required to be filed as exhibits to the Core MTS BusinessDENTSPLY SEC Documents (the “DENTSPLY Material Contracts”) are valid, taken binding and in full force and effect and are enforceable by DENTSPLY or its applicable Subsidiary in accordance with their terms, except as a whole. True limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought, (ii) DENTSPLY, or its applicable Subsidiary, has performed all obligations required to be performed by it under the DENTSPLY Material Contracts, and complete copies it is not (with or without notice or lapse of each MTI time, or both) in breach or default thereunder and, to the Knowledge of DENTSPLY, no other party to any DENTSPLY Material Contract is (with or without notice or lapse of time, or both) in breach or default thereunder, (iii) since January 1, 2015, neither DENTSPLY nor any of its Subsidiaries has received written notice of any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any DENTSPLY Material Contract, and all amendments thereto(iv) neither DENTSPLY nor any of its Subsidiaries has received any written notice of the intention of any party to cancel, in each case subject terminate, materially change the scope of rights under or fail to the redaction of certain information, have been delivered to MCK or its outside counselrenew any DENTSPLY Material Contract.

Material Contracts. (a) Schedule 5.9(a) sets forth all the following Contracts currently in effect to which Seller is a party and that are primarily related to the Business or by which the Transferred Assets may be bound or affected (the “Material Contracts”): (i) None any Contract requiring a capital expenditure or known commitment in excess of the Core MTS Business $50,000; (ii) any Contract under which Seller is obligated to purchase, sell or any of its Subsidiaries is a party lease real or personal property to or bound by:from third parties and having a value in excess of $50,000 or an annual lease payment in excess of $50,000; (iii) any Contract with respect to the Leased Real Property; (iv) any Contract under which Seller has (A) any agreement for the lease created, incurred, assumed or sublease guaranteed (whether of real or personal propertymay create, incur, assume or guarantee) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, (B) granted a Lien on the deferred purchase price of property or capital leases (in either caseTransferred Assets, whether incurredtangible or intangible, assumed, guaranteed to secure such indebtedness for borrowed money or secured by (C) extended credit to any assetPerson; (v) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed EntityContract between Seller, on the one hand, and MCK one or any more of its Affiliates (other than the MCK Contributed Entities)Seller’s Affiliates, on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (Gvi) any agreement material Contract establishing any joint venture, strategic alliance or other collaboration; (vii) all Contracts providing for material payments to or by any Person based on sales, purchase or profits other than direct payments for goods or services; (viii) any Contract that restricts, prohibits restricts or impairs limits (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have A) the effect of prohibiting, restricting or impairing, any material business practice ability of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) Seller to conduct the following activities (i) freely engage in any line of business, (ii) sell, license or otherwise distribute services or products the Business in any geographic area or (iiiB) compete with the ability of Subsidiaries of the Seller to conduct any legal line of business in any geographic area; (ix) any Contract relating to outstanding letters of credit or performance bonds or creating any liability as guarantor, surety, co-signer, endorser, co-maker or indemnitor, in each case in respect of the obligation of any Person to make payments or perform services with a value of at least $50,000; and (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (IIx) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of amendment related to any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsforegoing. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(iExcept as set forth on Schedule 5.9(b), (i) (each, a “MTI Material Contract”) is a valid and binding agreement all of the Core MTS Business and is Material Contracts are in full force and effecteffect and are the legal, valid and none binding obligations of the Core MTS Business, orSeller and, to the knowledge of MCKSeller’s Knowledge, any other party thereto thereto, and (ii) Seller has performed all of its material obligations thereunder and is not in default material violation or breach of or default under any Material Contract except for breaches or defaults that will be cured in any respect accordance with the Sale Order (or that need not be cured under the terms Bankruptcy Code to permit the assumption and assignment of such MTI Material Contract). To Seller’s Knowledge, except for any the other parties to each Material Contract are not in material violation or breach of or default under such defaults or breaches which would not reasonably be expected, individually or in the aggregate, Material Contract. Seller has made available to be material to the Core MTS Business, taken as a whole. True Purchaser and true and complete copies copy of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.

Material Contracts. (a) Section 2.12 of the Disclosure Letter contains a true, complete and accurate list of each of the following Purchased Contracts (all of the Purchased Contracts required to be listed thereon, the “Material Contracts”): (i) None Contracts for the service of any Business Employee or Business Contractor whose base annual cash compensation is equal to or greater than $100,000, other than employment or contractor Contracts terminable at-will with no liability; (ii) Contracts relating to the incurrence of Indebtedness or that give or may give rise to a Lien on any of the Core MTS Purchased Assets; (iii) Contracts for the lease of any personal property primarily used in the Business or by a Business Employee; (iv) Contracts with any of its Subsidiaries is Governmental Entity; (v) Contracts with a party to or bound by:Material Customer; (vi) Contracts with a Material Vendor; (vii) Contracts (A) pursuant to which any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that party is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of granted exclusive rights, exclusive territories, exclusive licenses rights or “most favored party” rightsrights of any type or scope with respect to any of the Purchased Assets, or (IIB) containing any non-competition covenants or non-solicitation restrictions, (III) any rights of first refusal other similar restrictions relating to the Purchased Assets or rights of first offer or (IV) any limits on the use of any conduct of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Business; (Hviii) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) Contracts pursuant to which the Core MTS (A) any Third Party is granted rights to any Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned other Intellectual Property and/or MCK Licensed Intellectual Propertyrights, other than those contained within customer agreements entered into excluding non-exclusive licenses granted in the ordinary course of business consistent to customers in connection with past practicethe use of products and services of the Business, non-disclosure agreements and employment agreements, or (B) any Third Party grants to Seller a license to Intellectual Property rights used in the Business (“Third Party IP”), excluding generally commercially available software or software-as-a-service costing or having an annual license fee that does not exceed $20,000, licenses to Open Source Software, non-disclosure agreements and employment agreement; (Jix) any agreement pursuant to which the Core MTS Business has provided or leaseddistribution, joint market, joint venture, partnership, limited liability company, or agreed to provide agreement for sharing of revenues, profits, losses, costs or leaseliabilities, or similar Contract used in respect of the Business; (x) any source code containing Contract for the provision of products or embodying services to, or purchase of products or services from, both the Business and other portions of the Seller not constituting the Business; (xi) Contracts that contain any Software included provision for indemnification of any other Person (excluding standard indemnities contained in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including agreements for the purchase, sale or license of any contingent right to receive or lease source code containing or embodying any Software included products entered into in Seller’s ordinary course operation of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwiseBusiness); (Kxii) any settlement agreement relating with respect to the employment, severance, retention or indemnification of any service provider Action in respect of the Core MTS Business with a base salary or base compensation any Business Employee resulting in (A) monetary Liability in excess of $300,000 per year100,000 individually, other than those (B) material future obligations that can would be terminated without liability Assumed Employee Liabilities, or (C) any material ongoing obligations related to the Core MTS Business; (Lxiii) any agreement with or Contracts for capital expenditures for the benefit Business in excess of MCK or any Affiliate of MCK with obligations that continue following $100,000 in the Closing (other than the Transaction Documents)aggregate; (Mxiv) any agreement powers of attorney with or for respect to the benefit of MCK Business or any Affiliate Purchased Asset; (xv) any Contract under which the consequences of MCK with obligations a default or termination would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (xvi) any Contract that continue following would have the effect of materially prohibiting or impairing the conduct of the Business immediately after the Closing in a manner in which it was not prohibited or impaired immediately prior to the Closing; and (xvii) any other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and Contract not made in the ordinary course of business for that is material to the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, Business or the Core MTS Business’ or MCK’s Purchased Assets. Seller has delivered to Buyer (x) a complete and accurate copy of each written Material Contract (including all modifications, supplements and amendments thereto) and (y) a written summary of the material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI terms of each oral Material Contract”. Except for such matters that would not be material to the Business, (i) each Material Contract is a valid legal, valid, binding and binding agreement of the Core MTS Business enforceable on Seller in accordance with its terms, and is in full force and effect, and none (ii) Seller has performed all of the Core MTS Businessobligations required to be performed by it under each applicable Material Contract, (iii) Seller is not in breach of or default under (and is not alleged to be in breach of or default under) and no event has occurred, is pending or, to the knowledge Knowledge of MCKSeller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Seller under such agreement, (iv) within the previous six months, Seller has not received any other party thereto is in default or breach in written notice of any respect under the terms of such MTI Material Contract, except for intention to terminate any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject (v) to the redaction Knowledge of certain informationSeller, have been delivered as of the date of this Agreement, no Person is in breach of or default under (and is not alleged to MCK be in breach of or its outside counseldefault under) any such Material Contract and no event has occurred, is pending or, to the Knowledge of Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by any other Person under such agreement, and (vi) for those such Material Contracts to which Seller is a party, the agreement is assignable by Seller to Buyer without the consent or approval of any Person and will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing.

Material Contracts. (ia) None Except for this Agreement, Contracts terminable by the other party or parties thereto on ninety days’ or less notice (without penalty; provided that any requirement to pay costs and expenses in connection with the termination of any such Contract consisting of reimbursement of expenses incurred and reasonable wind-down costs shall not constitute a penalty, and including, for the avoidance of doubt, Company Benefit Plans), as of the Core MTS Business or date of this Agreement, neither the Company nor any of its Subsidiaries is a party to or bound by, without duplication: (Ai) any agreement for the lease Contract with a Top Customer or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreTop Supplier; (Bii) any agreement for the purchase of materialsContract with any agent, supplies, goods, services, equipment distributor or other assets providing for sales representative (including “authorized dealers”) involving annual payments aggregate consideration in excess of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements400 thousand; (Ciii) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016Company Government Contract; (Div) any equity partnership, joint venture Contract (other than those solely between or other similar agreement or arrangement that is material to among the Core MTS Business; (ECompany and any of its Wholly Owned Subsidiaries) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness Indebtedness for borrowed money, money or the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations in excess of $1,500,000 250 thousand; (v) any Contract evidencing financial or more commodity hedging or similar trading activities, including any interest rate swaps, financial derivatives master agreements or confirmations, or futures account opening agreements and/or brokerage statements or similar Contract; (vi) any Contract for any Leased Real Property or the lease of personal property providing, in each case, for annual payments thereunder of $750 thousand or more; (vii) any Contract pursuant to which the Company or any of its Subsidiaries (i) grants or receives any license, sublicense, covenant not to sxx, release, or option in or to any Intellectual Property Rights that are material to the business of the Company or any of its Subsidiaries, other than (iA) intercompany indebtedness among nonexclusive licenses or sublicenses granted to the MCK Contributed Entities Company or its Subsidiaries with respect to off-the-shelf Software or information technology services that have been granted on standardized, generally available terms, and (B) Customer and Vendor Licenses, in the case of clauses (A) and (B), that are granted or acquired in the Ordinary Course of Business, (ii) intercompany indebtedness assigns or agrees to assign any Company IP that is material to the business of the Company or any of its Subsidiaries taken as a whole or (iii) otherwise agrees to limit its use or exploitation of any Trademarks owned by the Company (including, as applicable, pursuant to any co-existence or consent agreement); (viii) any Contract related to a collective bargaining arrangement or with a labor union, labor organization, works council or similar organization; (ix) any Contract related to any settlement of any Proceeding; (x) any Contract outside the Ordinary Course of Business providing for indemnification or any guarantee by the Company or any of its Subsidiaries of any Person or pursuant to which any indemnification or guarantee obligations of the Company or any of its Subsidiaries remain outstanding or otherwise survive as of the date of this Agreement; (xi) any Contract between the Company and a labor union, labor organization, works council or similar organization; (xii) any partnership, limited liability company, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership, limited liability company or joint venture, except for any such agreements or arrangements solely between the Company and its Wholly Owned Subsidiaries or solely among the Company’s Wholly Owned Subsidiaries; (xiii) relating to the, direct or indirect, acquisition or disposition of any capital stock or other securities, assets or business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which the MCK Contributed EntityCompany or any of its Subsidiaries reasonably expects to be required to pay or receive any earn-out, deferred or other contingent payments; (xiv) any Contract that contains a put, call, right of first refusal, right of first offer or similar right or obligation or any other obligation pursuant to which the Company or any of its Subsidiaries could be required to, directly or indirectly, purchase or sell, as applicable, any securities, capital stock or other interests, assets or business reasonably expected to result in payments with a value in excess of $750 thousand in any twelve-month period; (xv) any Contract that (A) purports to restrict the ability of the Company or any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates from in a material way (1) directly or indirectly, engaging in any business or competing in any business with any Person (including soliciting clients or customers), (2) operating its business in any manner or location or (3) enforcing any of its rights with respect to any of its material assets, (B) by its terms could require the, direct or indirect, disposition of any material assets or line of business of the Company or any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates, or, direct or indirect, acquisition by the Company or any of its Subsidiaries or, at or after the Effective Time, Parent or any of its Affiliates, of any material assets or line of business of any other Person, (C) grants “most favored nation” status to any other Person that, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates or (D) includes “take or pay” requirements or similar provisions obligating a Person to obtain a minimum quantity of goods or services from another Person or would constitute a “requirements” contract, including those that, at or after the Effective Time, would purport to apply to Parent or any of its Affiliates; (xvi) any Contract containing a standstill or similar agreement pursuant to which the Company or any of its Affiliates has agreed not to acquire assets or securities of the other party or any of its Affiliates; (xvii) any Contract that prohibits the payment of dividends or distributions in respect of the capital stock or other equity interests of the Company or any of its Subsidiaries, the pledging of the capital stock or other equity interests of the Company or any of its Subsidiaries or the incurrence of Indebtedness by the Company or any of its Subsidiaries; (xviii) any Contract between the Company or any of its Subsidiaries, on the one hand, and MCK any director or officer of the Company or any Person beneficially owning five percent or more of its Affiliates (other than the MCK Contributed Entities)outstanding Shares or shares of common stock of any of their respective Affiliates, on the other hand; provided that, and (xix) any other Contract or group of related Contracts not otherwise described in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities foregoing clauses (i) engage through (xviii) of this Section 5.11(a) that is material to the Company and its Subsidiaries, taken as a whole, or would prevent, materially delay or materially impair the ability of the Company to consummate the Transactions (together with each Contract constituting any of the foregoing types of Contracts described in clauses (i) through (xviii) of this Section 5.11(a) and together with any line of businessContract that has been or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10)(i), (ii) sell, license or otherwise distribute services or products in any geographic area or (iiiiv) compete with any Person of Regulation S-K under the Securities Act or disclosed as a “material contract” on a Current Report on Form 8-K, a “Material Contract”). (b) A correct and complete copy of each Material Contract (including, for the avoidance of doubt, any material agreement that includes amendments or supplements thereto) has been made available to Parent, except the Contracts set forth in Section 5.11(a)(i) and Section 5.11(a)(ii) (Iand the related schedule for purposes of Section 5.11(a)(i) grants by and Section 5.11(a)(ii)), which shall be provided as promptly as practicable following the Core MTS date of this Agreement and in no event later than fifteen Business Days following the date of exclusive rightsthis Agreement. (c) Except for expirations, exclusive territories, exclusive licenses or “most favored party” rights, (II) including any non-competition or non-solicitation restrictionsrenewals, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course Ordinary Course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in accordance with the ordinary course terms of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI such Material Contract”) is a valid and binding agreement of the Core MTS Business and , each Material Contract is in full force and effect, valid and none binding on, and enforceable against, the Company and/or one or more of its Subsidiaries, as the Core MTS Businesscase may be, orand, to the knowledge Knowledge of MCKthe Company, any each other party thereto is in default or breach in any respect under thereto, subject to the terms of such MTI Material ContractBankruptcy and Equity Exception, except for any such defaults or breaches which as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to be material result in a Material Adverse Effect. (d) There is no breach or violation of, or default under, any Material Contract by the Company or any of its Subsidiaries or, to the Core MTS BusinessKnowledge of the Company, taken as any other party thereto, and, subject to Sections 5.4(b)(iii) and 5.17(c) of the Company Disclosure Schedule, no event has occurred that with or without notice, lapse of time or both, would constitute or result in a whole. True and complete copies breach or violation of, or default under, any such Contract by the Company or any of each MTI Material Contractits Subsidiaries or, and all amendments theretoto the Knowledge of the Company, any other party thereto or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, in each case subject case, except as would not, individually or in the aggregate, reasonably be expected to the redaction of certain information, have been delivered to MCK or its outside counselresult in a Material Adverse Effect.

Material Contracts. (a) Schedule 6.11 sets forth all of the following Orders or Contracts to which any Seller is a party or by which it is bound and that are currently in effect (or by which the Potential Acquired Assets may be bound or affected) other than the Leases (collectively, whether or not disclosed on Schedule 6.11, the “Material Contracts”): (i) None with any labor union or association representing any Employees of any Seller; (ii) for the Core MTS sale after the date hereof of any Potential Acquired Asset owned or used by Sellers for consideration in excess of $15,000,000; (iii) relating to the pending acquisition by any Seller of any operating business or the capital stock of any other Person; (iv) which is an IP License with respect to which annual payments or consideration furnished by or to Sellers pursuant to such IP License with respect to the Business or any is in excess of its Subsidiaries is a party to or bound by: fifteen million dollars ($15,000,000) in the Current Fiscal Year (other than, (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause Inbound IP Licenses, (iix) any such indebtedness shall be paid off off-the-shelf, non-customized computer programs, and (y) non-exclusive licenses granted by suppliers and other service providers of Sellers, in full at or prior each case, to the Closingextent necessary to use, sell and offer to sell the products and services of such suppliers or service providers, as applicable, and entered into in the Ordinary Course of Business; and (B) in the case of Outbound IP Licenses, non-exclusive licenses to customers, suppliers, vendors and other service providers of Sellers, in each case to the extent necessary for their respective use of the products and services of the Business or for the manufacture of products on behalf of Sellers or provision of services to Sellers in connection therewith and entered into in the Ordinary Course of Business); (Gv) which involve any agreement that restricts, prohibits or impairs Potential Transferred Agreement (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements purchase orders entered into in the ordinary course Ordinary Course of business consistent with past practice; (JBusiness) the performance of which involves payment by or to any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider Sellers of the Core MTS Business with a base salary or base compensation consideration in excess of $300,000 per year, other than those that can 15,000,000 over the Current Fiscal Year and which cannot be terminated canceled by notice of ninety (90) days or fewer without liability to the Core MTS Business;penalty or payment; and (Lvi) any agreement with which regard the employment, services, consulting, termination or severance from employment relating to or for the material benefit of MCK any director, officer, employee, independent contractor or consultant of any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms Seller and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for require annual payments by any Seller in excess of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws400,000. (iib) Sellers have delivered to Buyer true and complete copies of such Material Contracts and any and all amendments, modifications, supplements, exhibits and restatements thereto and thereof in effect as of the date of this Agreement; provided, however, that Sellers shall not be required to deliver any Material Contract or amendment, modification, supplement, exhibit or restatement thereto that cannot be located notwithstanding the reasonable efforts of Sellers to locate such document if and only if such Material Contract is not an Assigned Agreement. (c) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and Contract is in full force and effect, has not been amended, modified or supplemented and none is the valid and binding obligation of the Core MTS BusinessSeller party thereto, or, and to the knowledge Knowledge of MCKSellers, any each other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditor’s rights generally or general principles of equity. (d) If any Material Contract were to be designated by Buyer for assignment as an Assigned Agreement, upon entry of the redaction Approval Order and payment of certain informationthe Cure Costs, have been delivered to MCK no Seller is in breach or its outside counselin default under any Material Contract.

Material Contracts. (a) All Contracts, including amendments thereto, required to be filed as an exhibit to any report of the Company filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed as of the date hereof, and no such Contract has been amended or modified (or further amended or modified, as applicable) since the date such Contract or amendment was filed. (b) Other than the Contracts set forth in Section 2.10(a) above which were filed in an unredacted form, Section 2.10(b) of the Company Disclosure Letter sets forth a correct and complete list, and the Company has made available to Parent correct and complete copies (including all material amendments, modifications, extensions or renewals with respect thereto), of each of the following Contracts to which the Company or any of the Company Subsidiaries is a party or bound as of the date hereof: (i) None each Contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision that materially restricts the ability of the Core MTS Business Company or any of its Affiliates (including Parent and the Parent Subsidiaries is a party following the Closing) to or bound by: (A) compete in any agreement for line of business or geographic area or with any Person during any period of time after the lease Effective Time or sublease (whether B) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of real their rights with respect to, any of their material assets or personal property) providing for annual payments of $750,000 or moreproperties; (ii) each Contract that creates, evidences, provides commitments in respect of, secures or guarantees (A) Indebtedness for borrowed money in any amount in excess of $10,000,000 or (B) other Indebtedness of the Company or any agreement for of the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; Company Subsidiaries (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations in excess of $1,500,000 10,000,000, other than agreements solely between or more among the Company and the wholly owned Company Subsidiaries; (iii) each Contract for lease of personal property or real property (excluding Oil and Gas Leases entered into in the ordinary course of business consistent with past practice) involving annual payments in excess of $12,500,000 or aggregate payments in excess of $25,000,000 that are not terminable without penalty or other liability to the Company or any of the Company Subsidiaries (other than any ongoing obligation pursuant to such Contract that is not caused by any such termination) within sixty (i60) intercompany indebtedness days; (iv) each Contract involving the pending acquisition, swap, exchange, sale or other disposition of (or option to purchase, acquire, swap, exchange, sell or dispose of) any Oil and Gas Properties of the Company and the Company Subsidiaries for which the aggregate consideration (or the fair market value of such consideration, if non-cash) payable to or from the Company or any Company Subsidiary exceeds $10,000,000, other than Contracts involving the acquisition or sale of (or option to purchase or sell) Hydrocarbons in the ordinary course of business consistent with past practice; (v) each Contract for any Derivative Product; (vi) each material partnership, stockholder, joint venture, limited liability company agreement or other joint ownership agreement, other than with respect to arrangements exclusively among the MCK Contributed Entities Company and/or its wholly owned Subsidiaries and (ii) intercompany indebtedness among other than any customary joint operating agreements or unit agreements affecting the MCK Contributed Entity, on Oil and Gas Properties of the one hand, and MCK Company or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)Company Subsidiaries; (Gvii) any each joint development agreement, exploration agreement, participation, farmout, farm-in or program agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or similar Contract requiring the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); Company Subsidiaries to make annual expenditures in excess of $12,500,000 or aggregate payments in excess of $25,000,000 (Hin each case, net to the interest of the Company and the Company Subsidiaries) any material agreement (excluding licenses for commercial off following the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertydate of this Agreement, other than those contained within customer customary joint operating agreements and continuous development obligations under Oil and Gas Leases entered into in the ordinary course of business consistent with past practice; (Jviii) each agreement that contains any exclusivity, “most favored nation” or most favored customer provision, call or put option, preferential right or rights of first or last offer, negotiation or refusal, to which the Company or any of the Company Subsidiaries or any of their respective Affiliates is subject, and, in each case, is material to the business of the Company and the Company Subsidiaries, taken as a whole, in each case other than those contained in (A) any agreement pursuant to in which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or such provision is solely for the benefit of MCK the Company or any Affiliate of MCK with obligations that continue following the Closing Company Subsidiaries, (other than B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements or unit agreements affecting the Transaction Documents); (M) any agreement with business or for the benefit Oil and Gas Properties of MCK the Company or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK Company Subsidiaries entered into on arm’s length terms and in the ordinary course of business consistent with past practice; (ix) any acquisition or divestiture Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than (A) asset retirement obligations or plugging and abandonment obligations set forth in the Company Reserve Report or (B) customary indemnity obligations with respect to the post-closing ownership and operation of acquired assets), that would reasonably be expected to result in (1) earn out payments, contingent payments or other similar obligations to a third party (but excluding indemnity payments) in any year in excess of $12,500,000 or (2) earn out payments, contingent payments or other similar obligations to a third party, including indemnity payments, in excess of $25,000,000 in the aggregate after the date hereof; (x) any Contract that creates future payment obligations (including settlement agreements or Contracts that require any capital contributions to, or investments in, any Person) of the Company or any of the Company Subsidiaries, in each case, involving annual payments in excess of $12,500,000 or aggregate payments in excess of $25,000,000 (excluding, for the purchase avoidance of doubt, (A) Oil and Gas Leases and (B) customary joint operating agreements or sale unit agreements in effect as of materialsthe date of this Agreement affecting the Oil and Gas Properties of the Company or any of the Company Subsidiaries, suppliesin each case, goods, services (excluding any employment agreements), equipment or other assets entered into in the ordinary course of business consistent with past practice and that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectednot, individually or in the aggregate, to be material to the Core MTS BusinessCompany and the Company Subsidiaries, taken as a whole. True ), or creates or would create an Encumbrance on any material asset or property of the Company or any of the Company Subsidiaries (other than Permitted Encumbrances); (xi) any Contract that (A) provides for midstream services to, or the sale by, the Company or any of the Company Subsidiaries of Hydrocarbons (1) in excess of 15,000 gross barrels of oil equivalent of Hydrocarbons per day (calculated on a per day yearly average basis) or (2) for a term greater than or equal to ten (10) years and complete copies (B) has a remaining term of greater than ninety (90) days and does not allow the Company or the Company Subsidiaries to terminate it without penalty to the Company or the Company Subsidiaries within ninety (90) days; (xii) any Contract that provides for a “take-or-pay” clause or any similar prepayment obligation, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, or similar arrangements that otherwise guarantee or commit volumes of Hydrocarbons from the Company or any Company Subsidiary’s Oil and Gas Properties, which in each MTI Material Contractcase, would reasonably be expected to involve payments (including penalty or deficiency payments) in excess of $10,000,000 during the twelve (12)-month period following the date of this Agreement or aggregate penalty or deficiency payments in excess of $20,000,000 during the two (2)-year period following the date of this Agreement; (xiii) any Labor Agreement; (xiv) any Contract (other than Oil and Gas Leases entered into in the ordinary course of business consistent with past practice) pursuant to which the Company or any of the Company Subsidiaries has paid amounts associated with any Production Burden in excess of $12,500,000 during the immediately preceding fiscal year or with respect to which the Company reasonably expects that it and the Company Subsidiaries will make payments associated with any Production Burden in any of the next three (3) succeeding fiscal years that could, based on current projections, exceed $12,500,000 annually or $25,000,000 in the aggregate; (xv) any Contract that is between the Company or any of the Company Subsidiaries, on the one hand, and any of their respective officers, directors or principals (or any such Person’s Affiliates) or any Person that holds or owns five percent (5%) or more of the shares of the Company’s capital stock (or any affiliates of any such Person) on the other hand involving aggregate annual payments in excess of $120,000; (xvi) each Contract or Company Organizational Document that would, on or after the Closing Date, prohibit or restrict the ability of the Surviving Corporation or any of its Subsidiaries to declare and pay dividends or distributions with respect to their capital stock, pay any Indebtedness for borrowed money, obligations or liabilities from time to time owed to the Surviving Corporation or any of its Subsidiaries, make loans or advances or transfer any of its properties or assets; (xvii) each Contract under which the Company or any of the Company Subsidiaries (A) grants any right, license, or covenant not to sue with respect to any material Intellectual Property (other than non-exclusive licenses granted to customers or vendors in the ordinary course of business) or (B) obtains any right, license, or covenant not to be sued with respect to any material Intellectual Property owned by any third party (other than licenses for commercial off-the-shelf software which are generally available on non-discriminatory pricing terms); or (xviii) each Contract that is the subject of any Legal Proceeding individually that is reasonably expected to result in payments by the Company or any Company Subsidiary in excess of $2,000,000 and under which there are outstanding material obligations (including settlement agreements) of the Company or any Company Subsidiary. (c) The Contracts described in the foregoing Section 2.10(a) and Section 2.10(b), together with all amendments exhibits and schedules to such Contracts, as amended through the date hereof or as hereafter amended in accordance with Section 4.1 hereof, are referred to herein as “Company Material Contracts”. (d) Each Company Material Contract is valid and binding on the Company or the Company Subsidiary party thereto, as the case may be, and, to the Knowledge of the Company, each other party thereto, and is in full force and effect in accordance with its terms, except for (i) terminations or expirations at the end of the stated term or (ii) such failures to be valid and binding or to be in full force and effect as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in each case subject to Enforceability Exceptions. (e) Neither the redaction Company nor any of certain informationthe Company Subsidiaries is in breach of, have been delivered or default under the terms of, and, to MCK the Knowledge of the Company, no other party to any Company Material Contract is in breach of, or its outside counseldefault under the terms of, any Company Material Contract, nor is any event of default (or similar term) continuing under any Company Material Contract, and, to the Knowledge of the Company, there does not exist any event, condition or omission that would constitute such a default, breach or event of default (or similar term) (whether by lapse of time or notice or both) under any Company Material Contract, in each case where such breach, default or event of default (or similar term) would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Material Contracts. (a) Section 4.07 of the Disclosure Schedules lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected as of the date hereof or (y) to which the Parent or EyeLock Sub is a party or by which it is bound as of the date hereof in connection with the Business or the Purchased Assets (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Leased Real Property (including without limitation, brokerage Contracts) listed or otherwise disclosed in Section 4.10(b) of the Disclosure Schedules and all Intellectual Property Agreements set forth in Section 4.11(b) of the Disclosure Schedules, collectively, “Material Contracts”): (i) None all Contracts under which the Seller is required to pay or is entitled to receive aggregate consideration in excess of the Core MTS Business or any of its Subsidiaries is a party to or bound by: Fifty Thousand Dollars & 00/100 (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more50,000.00); (Bii) any agreement all Contracts that provide for the purchase indemnification of materialsany Person or the assumption of any Tax, supplies, goods, services, equipment environmental or other assets providing Liability of any Person, except for annual payments standard indemnification provisions in Contracts entered into in the ordinary course, none of $3.0 million which the Seller has any Knowledge with respect to particular facts or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementscircumstances that may reasonably give rise to a claim for indemnification; (Ciii) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; Knowledge of the Seller, all Contracts entered into during the three (E3) any agreement relating year period ending on the date hereof that relate to the acquisition or disposition of any business business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more); (Fiv) any agreement all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, research, development, marketing consulting and advertising Contracts; (v) all employment agreements and Contracts with independent contractors, subcontractors or consultants (or similar arrangements) and which are not cancellable without material penalty or without more than thirty (30) calendar days’ notice; (vi) except for Contracts relating to trade receivables, all Contracts relating to indebtedness for borrowed moneymoney (including, without limitation, guarantees and the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the ClosingXxxxx Debt Obligation); (Gvii) all Contracts with any agreement Governmental Authority (“Government Contracts”); (viii) all Contracts that restricts, prohibits limit or impairs (or purports purport to restrict, prohibit or impair), or has or would reasonably be expected to have limit the effect of prohibiting, restricting or impairing, any material business practice ability of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) Seller to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or during any period of time; (iiiix) compete with all joint venture, partnership or similar Contracts; (x) all Contracts for the sale of any of the Purchased Assets or for the grant to any Person (includingof any option, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights right of first refusal or rights of first offer preferential or (IV) any limits on the use of similar right to purchase any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Purchased Assets; (Hxi) all powers of attorney with respect to the Business or any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right;Purchased; Asset; and (Ixii) any agreement pursuant to which any Person is authorized to use, all collective bargaining agreements or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement Contracts with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsUnion. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and binding agreement of on the Core MTS Business and Seller in accordance with its terms and, to the Seller’s Knowledge, is in full force and effect. Except as set forth in Section 4.07 of the Disclosure Schedules, and none of the Core MTS Business, Seller or, to the knowledge of MCKSeller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of such MTI any intention to terminate, any Material Contract. Except as set forth in Section 4.07 of the Disclosure Schedules, except for no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any such defaults Material Contract or breaches which result in a termination thereof or would not reasonably be expected, individually cause or in permit the aggregate, to be material to acceleration or other changes of any right or obligation or the Core MTS Business, taken as a wholeloss of any benefit thereunder. True Complete and complete correct copies of each MTI Material ContractContract that is included in the Purchased Assets (including all modifications, amendments and all amendments thereto, in each case subject supplements thereto and waivers thereunder) or evidences the Xxxxx Debt Obligation will have been made available to the redaction of certain information, have been delivered Buyer by the Delivery Date. There are no material disputes pending or threatened with respect to MCK or its outside counselany Contract included in the Purchased Assets.

Material Contracts. (ia) None Section 3.15(a) of the Core MTS Business Company Disclosure Schedule accurately lists the following legally binding contracts, agreements, commitments, arrangements, leases, licenses, policies and instruments, whether written or oral ("Contracts") undertaken by or for the Company or any of its Subsidiaries and to which the Company or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound (collectively, "Material Contracts"): (i) any Contract involving commitments to others to make capital expenditures involving $25,000 or bound by:more in any one case, except Contracts for which the obligations of the Company and its Subsidiaries are fully reflected in the capital expenditure budget of the Company for the fiscal quarter ending June 30, 2001 previously provided to NBC (the "Cap Ex Budget"); (ii) (A) any agreement Contract relating to any direct or indirect indebtedness for the lease borrowed money (including but not limited to loan agreements, lease-purchase arrangements, guarantees, agreements to purchase goods or sublease (whether of real services or personal property) providing for annual payments of $750,000 to supply funds or more; other undertakings on which others rely in extending credit), or (B) any agreement for the purchase of materialsconditional sales contracts, supplies, goods, serviceschattel mortgages, equipment or lease agreements, and other assets providing for annual payments security arrangements with respect to personal property with a value in excess of $3.0 million 25,000 in each instance used or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for owned by the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Company or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)Subsidiaries; (Giii) any agreement that restricts, prohibits or impairs lease for real property; (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have iv) any Contract containing covenants limiting the effect of prohibiting, restricting or impairing, any material business practice ability of the Core MTS Business (Company or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) its Subsidiaries to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business with any person or otherwise distribute services or products in any geographic area or territory; (iiiv) compete with any Person (including, for the avoidance of doubt, any material license agreement that includes (I) grants by the Core MTS Business either as licensor or licensee, or any other agreement of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of type relating to any of the MCK Owned material Intellectual Property and/or MCK Licensed Intellectual Property)owned or used by the Company or any of its Subsidiaries; (Hvi) (A) any material agreement (excluding licenses Contract for commercial off advertising, promotion, distribution, content or anchor tenancy providing for payments by or to the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, Company or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyits Subsidiaries, whether pursuant to an escrow arrangement in cash or otherwise); (K) any agreement relating to the employmentEquity Interests, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year25,000 and (B) any material content Contract; (vii) any Contract with any consultant providing for the payments by the Company or any of its Subsidiaries, whether in cash or Equity Interests, in excess of $100,000; and (viii) any Contract not covered by any of the other than those items of this Section 3.15 that can provides for payments by the Company, whether in cash or Equity Interests, or performance of other obligations, in excess of $50,000, except Contracts that may be terminated without liability to liability, obligation or penalty by the Core MTS Business; (L) any agreement with Company or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other its Subsidiary on not more than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws30 days' notice. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement As of the Core MTS Business and is in full force and effectdate of this Agreement, neither the Company nor any of its Subsidiaries is, and none of the Core MTS Business, or, to the Company's knowledge of MCK, any no other party thereto is is, in default or breach in of any respect under the terms of such MTI Material Contract, except for any such those defaults or breaches which would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and as of the date of this Agreement there has not occurred any event that with the lapse of time or the giving of notice or both would constitute such a default, except for those defaults which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The Company is not a party to any Material Contract that is required to be material disclosed as an exhibit to the Core MTS Business, taken as a wholeSEC Documents in accordance with the rules and regulations of the SEC that has not been so disclosed. True and complete copies All advertising agreements referred to in Section 3.15(a)(vi) are substantially in the form of each MTI Material Contract, and all amendments thereto, in each case subject the form of advertising agreement previously provided to NBC by the redaction of certain information, have been delivered to MCK or its outside counselCompany.

Material Contracts. (ia) None Except for the Contracts disclosed in Schedule 3.11 (and referenced to the applicable subsection below), as of the Core MTS Business date of this Agreement, and, in each case, with respect to, or any of its Subsidiaries relation to the Business, Seller is not a party to or bound bysubject to any: (Ai) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of by Seller of, or pursuant to which in the last year Seller paid, in the aggregate $3.0 million 10,000 or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsmore; (Cii) any sales, distribution or other similar agreement providing for the sale or license by Seller of materials, supplies, goods, services, equipment or other assets that provides provide for annual payments of to Seller of, or pursuant to which in the last year Seller received, in the aggregate $5.0 million 10,000 or more in MCK’s fiscal year 2016more; (Diii) maintenance agreements (“Maintenance Agreements”), except as set forth on Schedule 3.11(a)(iii), which schedule lists all customer names, invoice dates, renewal dates, value of maintenance contracts, and any equity non-standard terms; (iv) partnership, joint venture or other similar agreement contract arrangement or arrangement that is material to the Core MTS Businessagreement; (Ev) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement contract relating to indebtedness for borrowed money, money or the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such except contracts relating to indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into incurred in the ordinary course of business consistent with past practicein an amount not exceeding $10,000; (Jvi) any agreement pursuant to which the Core MTS Business has provided employment or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)consulting agreement; (Kvii) any license, technology transfer, franchise, source code escrow or other agreement relating to the employment, severance, retention or indemnification in respect of any service provider of the Core MTS Business with a base salary Intellectual Property or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Businessproperty owned or used by Seller; (Lviii) agency, dealer, sales representative or other similar agreement; (ix) contract or other document that limits the freedom of Seller to compete in any agreement line of business or with any Person or in any area to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset and that would so limit the freedom of Buyer after the Closing Date; (x) contract or commitment with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents);Interested Person; or (Mxi) any agreement with other contract or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and commitment not made in the ordinary course of business for that is material to the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsBusiness taken as a whole. (iib) Each agreement Contract disclosed in any Schedule to this Agreement or required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”3.11(a) is a valid and binding agreement of the Core MTS Business Seller and is in full force and effect, and none of the Core MTS Business, orneither Seller nor, to the knowledge of MCKSeller’s Knowledge, any other party thereto is in default or breach in any material respect under the terms of any such MTI Material Contract, nor, to Seller’s Knowledge, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute an event of default thereunder. (c) Each Contract disclosed in any Schedule to this agreement is not subject to any amendments, side letters, modifications or other agreements relating thereto, except for written amendments, modifications or other agreements as so disclosed in any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselSchedule.

Material Contracts. (a) All Contracts, including amendments thereto, required to be filed with the SEC as an exhibit to any Company SEC Documents filed on or after January 1, 2021 pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K promulgated by the SEC have been filed. All such filed Contracts, to the extent publicly available, shall be deemed to have been made available to Parent. (b) In addition to the Contracts described in Section 4.12(a), the Company has made available to Parent a true, correct and complete copy of each Contract (other than a Company Benefit Plan) in effect as of the date hereof to which any of the Acquired Companies is a party or by which any of its properties or assets are bound that: (i) None is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreExchange Act); (Bii) any agreement for is required to be described pursuant to Item 404 of Regulation S-K promulgated under the purchase of materials, supplies, goods, services, equipment Securities Act or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreementsis otherwise a Company Related-Party Agreement; (Ciii) contains any salesnon-compete or exclusivity provisions with respect to any line of business or geographic area that restricts the business of the Acquired Companies or their Affiliates, distribution or other similar agreement providing for that otherwise restricts the sale lines of materialsbusiness conducted by the Acquired Companies or their Affiliates or the geographic area in which the Acquired Companies or their Affiliates may conduct business, suppliesin each case, goods, services, equipment or other assets that provides for annual payments including upon consummation of $5.0 million or more in MCK’s fiscal year 2016the transactions contemplated by this Agreement; (Div) constitutes an Indebtedness obligation of the Acquired Companies with a principal amount as of the date hereof greater than $5,000,000 or relating to any interest rate caps, interest rate collars or hedging (including interest rates, currency, commodities or derivatives); (v) requires the Acquired Companies to make any investment (in the form of a loan, capital contribution, preferred equity investment or preferred equity investment or similar transaction) in, or purchase or sell, as applicable, equity interests of, any Person or assets, including through a pending purchase or sale of assets, merger, consolidation or similar business combination transaction, that (together with all of the interests, assets and properties subject to such requirement in such Contract) have a fair market value or purchase price in excess of $1,500,000; (vi) evidences a loan to any Person (other than a Wholly Owned Company Subsidiary) by any of the Acquired Companies in an amount in excess of $1,000,000; (vii) relates to any joint venture, partnership, limited liability company or strategic alliance of any of the Acquired Companies with a third party; (viii) provides for a right of any Person (other than the Acquired Companies) to receive fees or receive a profits interest in, invest, join or partner in (whether characterized as a contingent fee, profits interest, equity interest or otherwise), or have the right (a “Participation Interest”) to any of the foregoing in any proposed or anticipated investment opportunity, joint venture or other similar agreement partnership with respect to any current or arrangement that is future real property in which Acquired Company has or will have a material to the Core MTS Business; interest, including those transactions or properties identified, sourced, produced or developed by such Person (E) any agreement relating to the acquisition or disposition of any business (whether by mergersuch Contracts, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed moneycollectively, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing“Participation Agreements”); (Gix) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedomcontains covenants expressly limiting, in any material respect, the ability of the Core MTS Business Acquired Companies to sell, transfer, pledge or otherwise dispose of any material assets or business of the Acquired Companies; (x) relates to the settlement (or proposed settlement) of any pending or threatened Action, in writing, other than any settlement that is fully covered by insurance or indemnification (which is reasonably expected to be received), or provides solely for the Company after payment in cash of less than $2,000,000; (xi) is (A) a Ground Lease Document, (B) a Material Space Lease, (C) an Educational Institution Property Agreement or (D) a Construction Contract; (xii) expressly obligates the Closing) Acquired Companies to conduct the following activities business with any third party on a preferential or exclusive basis or that contain most favored nation provisions; (ixiii) engage in grants any line of business, (ii) buy/sell, license put option, call option, redemption right, option to purchase, a marketing right, a forced sale, tag or otherwise distribute services drag right or products in any geographic area or (iii) compete with any Person (includinga right of first offer, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights right of first refusal or rights of first offer or (IV) any limits on the use of right that is similar to any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyforegoing, pursuant to the terms of which any Acquired Company could be required to purchase or sell the applicable equity interests of any Person or any real property or any other material assets, rights or properties of the Acquired Companies or any Minority Equity Joint Ventures (any of the foregoing, a “Transfer Right”); (Hxiv) provides for the acquisition, disposition, assignment, transfer or ground leasing (whether by merger, purchase or sale of assets or stock or otherwise) of any material agreement real property (excluding licenses for commercial off including any Company Property or Minority JV Real Property to the shelf computer software extent such Contract was executed on or after January 1, 2019), which Contract is pending or has outstanding obligations as of the date of this Agreement that are generally available on nondiscriminatory pricing termsreasonably likely to be in excess of $3,000,000; (xv) pursuant to which the Core MTS Business obtains the right to useany Acquired Company manages, is a development manager of, or a covenant not to be sued under, the leasing agent of any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course real properties of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including under which the aggregate annual payments or other consideration to any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less Acquired Companies thereunder is more than $1.0 million500,000; or (Nxvi) any agreement with any Governmental Authority relating except to corporate integritythe extent such Contract is described in the clauses above or on Schedule 4.20 of the Company Disclosure Schedule or is a Company Benefit Plan, deferred prosecutioncalls for (i) aggregate payments by, or other consideration from, any of the Core MTS Business’ Acquired Companies of more than $10,000,000 over the remaining term of such Contract or MCK’s material non-compliance with Health Care Laws(ii) annual aggregate payments by, or other consideration from, any of the Acquired Companies of more than $5,000,000. (iic) Each agreement required Contract in any of the categories set forth in Section 4.12(a), (b) and (e) to be disclosed pursuant which any of the Acquired Companies is a party or by which it is bound as of the date hereof is referred to this Section 4.02(i) (each, herein as a “MTI Material Contract”, and as set forth on Schedule 4.12 of the Company Disclosure Letter. (d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Material Contract is legal, valid, binding and enforceable on the each Acquired Company that is a valid and binding agreement party thereto and, to the Knowledge of the Core MTS Business Company, each other party thereto, and is in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and none by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). None of the Core MTS Business, orAcquired Companies nor, to the knowledge Knowledge of MCKthe Company, any other party thereto thereto, is in breach or violation of, or default under, any Material Contract, and no event or condition has occurred that, with notice or lapse of time or both, would constitute a violation, breach in or default under any respect under the terms of such MTI Material Contract, except for any where in each case such defaults breach, violation or breaches which would not reasonably be expecteddefault, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. None of the Acquired Companies has received written notice of any violation or default under, or owes any termination, cancellation or other similar fees or any liquidated damages with respect to, any Material Contract, except for violations, defaults, fees or damages that, individually or in the aggregate, would not reasonably be material expected to have a Company Material Adverse Effect. There are no disputes pending or, to the Core MTS BusinessKnowledge of the Company, taken as a whole. True and complete copies of each MTI threatened with respect to any Material Contract, and all amendments theretoneither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Material Contract to terminate for default, convenience or otherwise any Material Contract, in each case subject except as would not reasonably be expected to have, individually or in the redaction aggregate, a Company Material Adverse Effect. (e) No Person other than an Acquired Company manages or operates any of certain information, have been delivered to MCK the Company Properties or its outside counselMinority JV Real Property on behalf of any Acquired Company or Minority Equity Joint Venture.

Material Contracts. (ia) None of the Core MTS Business or any of its Subsidiaries is a party to or bound by: (ASchedule 4.17(a) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement lists each Contract that is material to Verano (such Contracts, together with all Contracts concerning the Core MTS Businessoccupancy, management, or operation of any Verano Real Property and all Verano Benefit Plans of Verano or any Verano Subsidiary, being the “Verano Material Contracts”), including the following Contracts with respect to Verano or any Verano Subsidiary: (i) all Contracts of Verano or any Verano Subsidiary involving aggregate consideration in excess of $300,000 and which, in each case, cannot be cancelled by Verano or such Verano Subsidiary without penalty or without more than 30 days’ notice; (Eii) all Contracts that provide for the indemnification by Verano or any agreement relating to the acquisition or disposition Verano Subsidiary of any business (whether by mergerPerson or the assumption of any Tax, sale environmental, or other liability of stockany Person, sale in each case outside the ordinary course of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or morebusiness; (Fiii) any agreement all Contracts relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more Verano Intellectual Property (other than (i) intercompany indebtedness among the MCK Contributed Entities “shrink-wrap” and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK other generally-available end-user licenses or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closingpermissions); (Giv) all Contracts relating to Indebtedness in excess of $300,000; (v) all Contracts that limit or purport to limit the ability of Verano or any agreement that restrictsVerano Subsidiary or any of their officers, prohibits managers or impairs (or purports directors to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage compete in any line of business, (ii) sell, license business or otherwise distribute services with any Person or products in any geographic area or during any period of time; (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (IIvi) any nonContract that grants any “most-competition favored nation” or non-solicitation restrictionsother preferential pricing in relation to any services, (III) products or territory or that requires Verano or any rights Verano Subsidiary to purchase a minimum quantity of goods or services or contains a right of first refusal option or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)similar right; (Hvii) any material agreement Contract whereby Verano or any Verano Subsidiary grants exclusivity (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing termslimited or otherwise) pursuant to which the Core MTS Business obtains the right another Person, including with respect to useproducts, markets, territories, or a covenant not to be sued under, any Intellectual Property Rightcustomers; (Iviii) any agreement pursuant to which any Person is authorized to useContract with an operating partner or concerning a partnership or joint venture, or receives any other Contract that involves a covenant not to be sued undersharing of revenues, profits, losses, costs, Taxes or liabilities by or of Verano or any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, Verano Subsidiary with any other than those contained within customer agreements entered into in the ordinary course of business consistent with past practicePerson; (Jix) all employment-related Contracts, all consulting agreements and all Contracts for the payment of commissions or bonuses to any agreement pursuant to which the Core MTS Business has provided Person, in each case involving aggregate compensation or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation other payments in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business300,000; (Lx) any agreement with consignment, distributor, dealer, manufacturer’s representative, and sales agency Contracts, in each case involving aggregate compensation or for the benefit other payments in excess of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents)$300,000; (Mxi) any agreement written or unwritten communications or projections made with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment dispensaries or other assets that are generally available potential customers for purchase by business entities future supply of cannabis and related products, in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers each case which contemplates aggregate revenues or providers and which provide for annual payments expenditures in excess of less than $1.0 million; or300,000; (Nxii) any Contract whereby Verano provides or receives management, consulting or similar administrative services that involves aggregate compensation or other payments in excess of $300,000; and (xiii) any settlement agreement with or other similar agreement in respect of any Governmental Authority relating to corporate integrity, deferred prosecution, past or present proceeding during the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsCompliance Period involving payments in excess of $300,000. (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Verano Material Contract”) Contract is a valid and binding agreement of the Core MTS Business on Verano or a Verano Subsidiary, as applicable, in accordance with its terms and is in full force and effect. Neither Verano nor such Verano Subsidiary, and none of the Core MTS Businessas applicable, ornor, to the knowledge of MCKVerano’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach in of or default under), or has provided or received any respect under the terms notice of such MTI any intention to terminate, any Verano Material Contract. No event has occurred during the Compliance Period or, except for to Verano’s Knowledge, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such defaults breach or breaches which would not reasonably be expected, individually default by Verano or in the aggregate, to be material to the Core MTS Business, taken as a wholeany Verano Subsidiary or any other party under such Verano Material Contract. True Complete and complete correct copies of each MTI Verano Material ContractContract (including all modifications, amendments, and all amendments thereto, in each case subject supplements thereto and waivers thereunder) have been made available to the redaction of certain information, have been delivered to MCK or its outside counselCompanies.

Material Contracts. (a) Schedule 4.12 of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, of all contracts, commitments, licenses, agreements, obligations or arrangements, whether oral or written, formal or informal, to which the Company or any Company Subsidiary is a party (or intends to become a party) or to which any of their respective assets or properties is bound: (i) None under which the Company or a Company Subsidiary leases personal property from or to third parties under operating leases which involve payments in excess of $25,000 per annum; (ii) for the Core MTS Business purchase or any sale of its Subsidiaries is a party to products or bound by: other personal property or for the furnishing or receipt of services (A) any agreement which calls for the lease or sublease performance over a period of more than one (whether of real or personal property1) providing for annual year, (B) which involves payments of more than $750,000 50,000 in the aggregate or more(C) in which the Company or any Company Subsidiary has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from any Person which involves payments in excess of $50,000, but excluding purchase orders or sales contracts which are revocable without penalty by the Company or any Company Subsidiary; (iii) (A) granting representation, marketing or distribution rights or (B) any agreement for the purchase of materialsrelating to Intellectual Property (including, supplieswithout limitation, goodslicense, services, equipment franchise or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor similar agreements, but excluding any employment agreements); (Civ) establishing or maintaining any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or strategic alliance or pursuant to which the Company or any Company Subsidiary has purchased the assets, business or Equity Interests of any other similar agreement or arrangement that is material to Person during the Core MTS Businesslast three (3) years; (Ev) any agreement relating to the acquisition under which there is or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, may be imposed a Lien on the one hand, and MCK or any of its Affiliates assets, whether tangible or intangible (other than the MCK Contributed Entities), on the other hand; provided that, Liens granted in the case favor of clause (ii) any such indebtedness shall be paid off in full at or prior to the ClosingParent); (Gvi) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) concerning any non-competition or non-solicitation restrictions, (III) any rights obligations entered into outside the ordinary course of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)business; (Hvii) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to under which the Core MTS Business obtains the right to useCompany or any Company Subsidiary is or would be restricted from carrying on its business or any part thereof, or a covenant not to be sued under, from competing in any Intellectual Property Rightline of business or with any Person; (Iviii) with officers, directors, employees or consultants of the Company or any agreement pursuant to which Company Subsidiary; (ix) resulting in or providing for the creation of any Person is authorized to use, or receives a covenant not to be sued under, Lien (including any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, lease notifications) other than those contained within customer agreements any Liens granted in favor of Parent; (x) involving any Affiliates of the Company or any Company Subsidiary; (xi) under which the consequences of a default or termination could reasonably be likely to have a Company Material Adverse Effect; and (xii) not entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider and not otherwise disclosed on Schedule 4.12 of the Core MTS Business with a base salary or base compensation Company Disclosure Schedule in excess response to any of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsforegoing clauses. (iib) All of the contracts, commitments, licenses, agreements, obligations or arrangements described in clauses (i) through (xii) of Section 4.12(a), together with the real property leases, subleases, licenses and other interests described in Section 4.22, whether entered into prior to, on or after the Effective Time, are each referred to herein as a “Material Contract” and are collectively referred to herein as the “Material Contracts.” (c) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract existing as of the date hereof is a legal, valid and binding agreement obligation of each of the Core MTS Business Company or any Company Subsidiary that is a party thereto, on the one hand, and to the Knowledge of the Company or any Company Subsidiary, the other parties thereto, on the other hand, enforceable against each of them in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability and is in full force and effect. The parties to each Material Contract are in substantial compliance with the terms thereof, and none no default or event of default by any of the Core MTS Business, Company or any Company Subsidiary or, to the knowledge Knowledge of MCKthe Company or any Company Subsidiary, any other party thereto exists thereunder. (d) None of the Company or any Company Subsidiary is in default a party to any contract, commitment, license, agreement, obligation or breach arrangement that restricts it from carrying on its business or any part thereof, or from competing in any respect under the terms line of such MTI Material Contract, except for business or with any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counselother Person.

Material Contracts. (a) Except as set forth in Section 3.10(a) of the Seller Disclosure Schedule, as of the Closing Date, neither Parent nor any of its Affiliates is a party to any currently effective Contract related primarily to the Business, and none of the Purchased Assets or Business Licensed Intellectual Property are subject to any Contract, that involve (each, a “Material Contract”): (i) None of the Core MTS Business any Top Customer; (ii) any Top Supplier; (iii) obligations (contingent or otherwise) of, or payments by, Parent or any of its Subsidiaries is a party Affiliates related primarily to the Business in excess of $50,000 in any one calendar year or $100,000 over the current term of such agreement (other than those written agreements with employees or individual consultants); (iv) payments to Parent or any of its Affiliates related primarily to the Business in excess of $50,000 in any one calendar year or $100,000 over the current term of such agreement; (v) the license, assignment or transfer of any material Intellectual Property right to or bound by:from Parent or any of its Affiliates used or held for use exclusively in connection with the Business or the Products, including without limitation the Licensed Intellectual Property Agreements (in each case, other than non-exclusive licenses to Parent or its Affiliates arising from the purchase of “off-the-shelf” or other standard products, non-exclusive licenses from Parent or its Affiliates to persons solely for the purpose of such person providing services or products to Parent or its Affiliates, or non-disclosure agreements or agreements in the form(s) previously provided to Buyer relating to proprietary information and inventions executed in favor of Parent and its Affiliates by employees that are not key officers or key employees of Parent and its Affiliates (collectively, “Excluded Contracts”)); (vi) any restriction on the right or ability of Parent or any of its Affiliates to do any of the following in each case, with respect to the Business: (A) to solicit any agreement for customer of any other person; (B) to acquire any product or other asset or any services from any other person; (C) to solicit, hire or retain any person as an employee, consultant or independent contractor; or (D) to engage in the lease Business in any geographic area or sublease (whether market segment or during any period of real or personal property) providing for annual payments of $750,000 or moretime; (Bvii) the design, development, or testing of the Products, or clinical trials (including pre- and post-marketing trials) relating to the Products; (viii) the manufacture, marketing, sale or distribution of any agreement for Products in any jurisdiction, or any restrictions on Parent’s or any of its Affiliates’ exclusive rights to develop, manufacture, assemble, distribute, market and sell the Products; (ix) indemnification by Parent or any of its Affiliates with respect to infringements of Intellectual Property rights primarily used in or primarily related to the Products or the Business; (x) the purchase of materials, supplies, goods, services, supplies or equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material primarily related to the Core MTS Business; (Exi) any agreement relating to the acquisition joint ventures, partnerships or disposition teaming arrangements, or involving a sharing of any business (whether by mergerprofits, sale losses, costs or Liabilities of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK Parent or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior primarily related to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (Lxii) any agreement with Indebtedness or for Encumbrances on the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (Business other than the Transaction Documents)would not result in any material Liability to Buyer; (Mxiii) any agreement settlement related to the Products or the Business; (xiv) any other Contract with or for material obligations primarily related to the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionBusiness; or (Nxv) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or other Contract that would otherwise be a “material contract” for the Core MTS Business’ or MCK’s material nonBusiness considered collectively on a stand-compliance with Health Care Lawsalone basis (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC). (iib) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and Material Contracts is in full force and effecteffect and is the legal, valid and none binding obligation of Parent or any of its Affiliates which is party thereto, and, to the Knowledge of Parent, of the Core MTS Businessother parties thereto enforceable against each of them in accordance with its terms and, upon consummation of the transactions contemplated by this Agreement, shall, except as otherwise stated in Section 3.10(b) of the Seller Disclosure Schedule, continue in full force and effect. Neither Parent nor any of its Affiliates nor, to the Knowledge of Parent, the other party or parties thereto, is in material breach or material non-compliance of the term of any Material Contract. Neither Parent nor any of its Affiliates has received written notice of any default or, to the knowledge Knowledge of MCKParent, any other party thereto is in oral notice of default or breach threat thereof with respect to any Material Contract. (c) Parent has made available to Buyer complete and correct copies of all Material Contracts, together with all amendments, modifications or supplements thereto. (d) Except as set forth in Section 3.10(d) of the Seller Disclosure Schedule, no consent of any third party is required under any Material Contract as a result of or in connection with, and the enforceability of any Material Contract will not be affected in any respect under manner by, the terms execution, delivery and performance of such MTI Material Contractthis Agreement, any of the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for any where the failure to obtain such defaults consent or breaches which would not reasonably be expectedthe effect on enforceability, individually or in the aggregate, would not reasonably be expected to be material to the Core MTS Business. Subject to obtaining the consents set forth in Section 3.10(d) of the Seller Disclosure Schedule, taken as a whole. True the execution, delivery and complete copies performance of each MTI this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby or thereby will not cause an increase or acceleration of any obligations of Parent or any of its Affiliates pursuant to any contract, agreement or other arrangement listed in Section 3.10(b) of the Seller Disclosure Schedule or give additional rights to any other party thereto nor will any such Material ContractContract in any other way be materially adversely affected by, and all amendments theretoor terminated or lapse by reason of, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counseltransactions contemplated by this Agreement.

Material Contracts. (ia) None Section 3.1.21 of the Core MTS Business Seller Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of each Contract described below in this Section 3.1.21(a) under which Seller or any of its Subsidiaries is a party and to which Seller or bound by: any of its Subsidiaries has any current or future rights, responsibilities, obligations or liabilities in connection with the Business, other than (A) any agreement stand-alone purchase order not made pursuant to a separate Contract (as long as such purchase order does not impose future obligations on Seller or its Subsidiaries outside of the Ordinary Course for the lease or sublease (whether purchase orders of real or personal property) providing for annual payments of $750,000 or more; such products), (B) any agreement for the purchase of materials, supplies, goods, services, equipment Plan or other assets providing for annual payments of $3.0 million confidentiality agreements to which Seller or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; its Subsidiaries is a party and (C) any salesExcluded Contracts (all Contracts of the type described in this Section 3.1.21(a), distribution being referred to herein as the “Material Contracts”): (i) is or other similar agreement providing for would be required to be filed as an exhibit to the sale Seller’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016Regulation S-K under the Securities Act; (Dii) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Businesswith a Top Customer; (Eiii) with a Top Supplier; (iv) requires expenditures by Seller or payments to be received by Seller in excess of $500,000 (or $100,000 solely for the purposes of Section 4.2.1(e)) in the previous twelve (12) month period and/or in the next twelve (12) month period, in each case, as measured from the date hereof; (v) relates to the incurrence by Seller of any agreement relating indebtedness for borrowed money or any capitalized lease obligations; (vi) relates to the acquisition or disposition outside the Ordinary Course of any business material assets or any material business, or any capital stock or equity interests of any Person (whether by merger, sale or purchase of stock, sale or purchase of assets or otherwise) within entered into in the three past two (2) years preceding from the date hereof involving aggregate consideration of $250,000 or morehereof; (Fvii) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any assetA) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (limits or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedomlimit, in any material respect, the freedom of the Core MTS Business (to engage or the Company after the Closing) to conduct the following activities (i) engage compete in any line of businessbusiness or with any Person or in any geographic area, (B) contains exclusivity or “most favored nation” obligations to which the Business is subject in favor of any Person or (C) contains any other provisions restricting or purporting to restrict the ability of the Business to sell, market, distribute, promote, manufacture, develop, commercialize or test or research the Products in any material respect, directly or indirectly through third parties (in the case of clauses (A), (B) and (C), other than any such restriction or purported restrictions that have a de minimis effect on the Business); (viii) is a Contract pursuant to which Seller (A) receives any license to any Intellectual Property material to the Business or the development or Exploitation of any Product (other than (w) non-exclusive licenses to use commercially available software, (x) non-disclosure agreements, (y) licenses for open source software, and (z) licenses which are merely incidental to the primary transactions contemplated by the Contract) (B) grants or licenses to a third party any rights to use any material Owned Intellectual Property (other than Intellectual Property licensed in the Ordinary Course on a non-exclusive basis); (ix) is a Collective Bargaining Agreement; and (x) relates to any settlement, conciliation or stipulation of any Litigation against Seller by any other Person, other than settlements of penalties in the Ordinary Course pursuant to a manufacturing agreement, distribution agreement or other Ordinary Course agreement for any Product. (b) Seller has made available to Buyer correct and complete copies of all Material Contracts in effect as of the date hereof. Except for those arising out of the Chapter 11 Cases, as set forth on Section 3.1.21 of the Seller Disclosure Schedules and payment of the Cure Costs set forth in the certificate to be delivered pursuant to Section 2.3.2, as of the date hereof, (i) Seller is not in material breach or default of its obligations under any Material Contract, (ii) sellto Seller’s Knowledge, license no condition exists that with notice or otherwise distribute services lapse of time or products in any geographic area both would constitute a material default by Seller or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care Laws. (ii) Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) is a valid and binding agreement of the Core MTS Business and is in full force and effect, and none of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default or breach in any respect its applicable Subsidiary under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto(iii) to Seller’s Knowledge, no other party to any such Material Contract is in each case subject to the redaction of certain information, have been delivered to MCK material breach or its outside counseldefault thereunder.

Material Contracts. (a) Schedule 3.09(a) of the Disclosure Schedule sets forth each Purchased Contract or Assigned SOW (including amendments, modifications, extensions or renewals thereto) that relate to (each such contract a “Material Contract”): (i) None Indebtedness (or any similar obligation such as a letter of credit or finance lease) relating to the Business or the Purchased Assets, or any guaranty of any obligation for borrowings or performance relating to the Business or the Purchased Assets; (ii) mortgages, pledges or security agreements or similar arrangements constituting an Encumbrance upon the assets or properties of Seller, in each case granted in connection with the incurrence of Indebtedness; (iii) the sale or lease of any of the Core MTS Business Purchased Assets, or other material assets used in or held for use in the Business, outside of the ordinary course of business (other than this Agreement); (iv) any contract under which Seller has advanced or loaned any other Person any material amount; (v) any contract involving aggregate consideration in excess of its Subsidiaries is a party to or bound by:$100,000 per year and which, in each case, cannot be terminated without penalty by Seller on no more than ninety (90) days’ notice; (vi) any contract under which (A) any agreement for the lease Person has directly or sublease indirectly guaranteed any liabilities or obligations of Seller or (whether B) Seller has directly or indirectly guaranteed liabilities or obligations of real or personal property) providing for annual payments of $750,000 or moreany other Person; (Bvii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (E) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more; (F) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) contract granting any rights of first refusal or rights of first offer negotiation to any Person with respect to the sale of any assets used or held for use in the Business; (IVviii) any limits on the use contract in respect of any interest rate, currency and commodity hedge, swap, collar, cap or similar instrument; (ix) the acquisition or disposition by Seller, directly or indirectly, of the MCK Owned Business, or other assets or properties, or the equity interests of any other party which relate to the Business, in each case outside of the ordinary course of business; (x) Seller’s Intellectual Property, including, without limitation, any contract pertaining to the Seller Intellectual Property and/or MCK or Licensed Intellectual Property); (Hxi) the lease or sublease by Seller of the Leased Real Property; (xii) a Material Supplier; (xiii) a Material Customer; (xiv) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) contract with a subcontractor, pursuant to which the Core MTS Business obtains the right such subcontractor provides products or services to use, Seller’s customers or a covenant not to be sued under, any Intellectual Property Rightclients; (Ixv) any contract with any Governmental Authority or any third party where the end user is a Governmental Authority; (xvi) any investment advisory agreements and any other agreement pursuant to which Seller is obligated to possess or maintain any Person is authorized to usepermit, license, registration or other status with any Governmental Authority; (xvii) any independent contractor who has provided, or receives is anticipated to provide, services to the Business in excess of $20,000 per year; (xviii) any distribution contract, including where Seller serves as a covenant not to be sued underdistributor or where Seller has contracted with a distributor; (xix) the employment, hire, retention, termination, severance (or similar arrangement) of any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Propertyemployee of Seller (including former employees), other than those contained within customer agreements entered into standard non-binding offer letters; (xx) any contract for the future purchase of materials, supplies, services, merchandise and other goods, other than in the ordinary course of business consistent with past practicebusiness; (Jxxi) any agreement pursuant to which non-competition, non-solicitation or exclusive dealing obligations on Seller or otherwise limits Seller or its current or former equity holders from conducting the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included anywhere in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise)world; (Kxxii) (A) containing “most favored nations” or similar provisions; (B) obligating Seller to purchase or otherwise obtain any agreement relating product or service exclusively from, or sell any product or service exclusively to, a single party or group of related parties; or (C) granting any type of exclusive rights to any Person; (xxiii) a joint venture or partnership or involving the employmentsharing of profits, severancelosses, retention costs or liability by Seller with any other Person; (xxiv) indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing Person (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for business) or the purchase or sale assumption of materialsany Tax, supplies, goods, services (excluding any employment agreements), equipment environmental or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments liability of less than $1.0 million; orany Person; (Nxxv) any agreement with any Governmental Authority contract that contains earn-out, deferred or contingent purchase price or similar contingent payment obligations; (xxvi) contain outstanding obligations relating to corporate integritythe settlement of any action, deferred prosecutionlitigation, claim, investigation, arbitration or other legal proceeding; (xxvii) any contract with respect to an Affiliate Transaction; (xxviii) any other contract (or related attachment or document) material to the Business or the Purchased Assets; and (xxix) any amendment, supplement, or modification (whether oral or written) in respect of any of the Core MTS Business’ foregoing, or MCK’s material non-compliance with Health Care Lawsany contract under which Seller has agreed to enter into any of the foregoing. (b) Seller has delivered to Buyer (i) a true, correct and complete copy of each Material Contract, together with all amendments, exhibits, attachments, waivers or other changes thereto and (ii) written descriptions of the material terms of each oral contract, including copies of invoices or other written evidence of the payment amount and terms of such oral contracts. Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and binding agreement obligation of the Core MTS Business Seller and is in full force and effect. Seller is not in default under the terms of any Material Contract, and, to the knowledge of Seller, (x) no other party thereto is in default under the terms of any Material Contract, and none (y) no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default thereunder. The Material Contracts constitute all of the Core MTS Businesscurrently effective material contracts (including amendments, modifications, extensions, renewals, attachments, exhibits, or schedules thereto) of the foregoing types to which Seller is a party or by which any of the Purchased Assets are bound or subject. No party to a Material Contract has given written, or, to the knowledge of MCKSeller, oral, notice to Seller of any material dispute with respect to, or any intention to terminate or materially change the terms of, any Material Contract. Except as set forth in Schedule 3.02 hereto, upon the consummation of the transactions contemplated by this Agreement, each Material Contract shall continue in full force and effect without penalty or other adverse consequence. Seller has not released any of its rights under any Material Contract. No party thereto is in default or breach in to a Material Contract has repudiated any respect under of the terms of such MTI thereof or, to Seller’s knowledge, threatened to terminate, cancel or not renew any Material Contract. Seller has and will transfer to Buyer at the Closing, except for any such defaults or breaches which would not reasonably be expectedgood and valid title to the Material Contracts, individually or free and clear of all Encumbrances. There are no warranty claims pending or, to Seller’s knowledge, threatened against Seller, there have been no warranty claims made against the Company in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contractpast three (3) years, and all amendments theretothere are no outstanding obligations or liabilities with respect to any work performed by or on behalf of Seller, in each case subject to the redaction of certain informationother than in accordance with Seller’s standard terms and conditions, which standard terms and conditions have been delivered made available to MCK Buyer. All work performed or sold by or on behalf of Seller prior to date hereof comply with all contractual requirements and applicable Legal Requirements. Except for conditions or warranties implied or imposed by applicable Legal Requirements, any Purchased Contracts, any Assigned SOWs or otherwise contained in the applicable standard terms and conditions of sale for such products and services, Seller has not extended to any of its outside counselcustomers or clients any written, non-uniform warranties, indemnifications or guarantees.

Material Contracts. (ia) None Part 2.12 of the Core MTS Business Disclosure Schedule lists the following Contracts to which Seller is currently a party or is subject to in connection with the Solar Facility (“Material Contracts”): (1) any Contract for the sale of Seller’s products or services to any Person for $5,000.00 or more; (2) any Contract involving consideration in excess of $5,000.00 over any twelve (12) month period; (3) any Contract (or group of related Contracts) under which it has created, incurred, assumed or guaranteed any Indebtedness; (4) any Contract which prohibits Seller from developing and operating the Solar Facility or requiring it to exclusively sell or purchase to or from any Person; (5) any Contract with any of its Subsidiaries is a party to Affiliates or bound by:the Owners (including Affiliates of Seller); (A6) any agreement for the lease employment of any individual on a full- time, part-time, consulting or sublease (whether of real or personal property) other basis providing for an annual payments compensation in excess of $750,000 30,000.00 or moreproviding severance benefits or payments upon the sale of Seller; (B7) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments Contract that cannot be terminated by Seller without liability in excess of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements5,000 upon less than sixty (60) days’ notice; (C8) any Contract that governs any joint venture, partnership or other cooperative arrangement or any other relationship involving a sharing of profits; (9) any sales, distribution Contract that would result in the merger with or other similar agreement providing for the sale of materials, supplies, goods, services, equipment into or other assets consolidation into another Person; (10) any Contract that provides for annual payments the provision of $5.0 million or more in MCK’s fiscal year 2016material services to Seller by third party personnel; (D11) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS BusinessLicense Agreement; (E12) any agreement Contract relating to any lease, lease guaranty, sublease or for the acquisition leasing, use or disposition occupancy of any business (whether by merger, sale of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or moreLeased Real Property; (F13) any agreement relating to indebtedness for borrowed money, the deferred purchase price of property or capital leases (in either case, whether incurred, assumed, guaranteed or secured by any asset) involving payment obligations of $1,500,000 or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates (other than the MCK Contributed Entities), on the other hand; provided that, in the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement Contract that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements was entered into in outside the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary Seller or base compensation in excess of $300,000 per year, other than those that can be terminated without liability is otherwise material to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionSeller; or (N14) any agreement with commitment to do any Governmental Authority relating to corporate integrityof the foregoing described in clauses (1) through (13) or material amendment, deferred prosecution, modification or supplement in respect of any of the Core MTS Business’ or MCK’s material non-compliance with Health Care Lawsforegoing. (iib) Each agreement required With respect to be disclosed pursuant to this Section 4.02(i) (each, a “MTI each Material Contract”) is a valid and binding agreement Contract listed in Part 2.12 of the Core MTS Business Disclosure Schedule: (A) the agreement is, with respect to the applicable Seller, legal, valid, binding, enforceable and is in full force and effecteffect in all material respects; (B) Seller is not in, and none of the Core MTS Business, orand, to the knowledge Knowledge of MCKSeller, any the other party thereto is in default not in, material breach or default, and no event has occurred which with notice or lapse of time would constitute a material breach in any respect or default, or permit termination, modification or acceleration under the terms agreement; and (C) Seller has not, and to the Knowledge of such MTI Seller the other party thereto has not, repudiated in writing any material provision of a Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or . (c) The Material Contracts collectively constitute all of the Contracts necessary to enable Buyer to operate the Solar Facility in the aggregate, manner in which such Solar Facility is contemplated to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counseloperated.

Material Contracts. (a) For all purposes of and under this Agreement, a “Material Contract” of the Company or its Subsidiary shall mean: (i) None of any Contract listed as an exhibit to the Core MTS Business or any of its Subsidiaries is a party to or bound by: (A) any agreement Company’s annual report on Form 20-F for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or more; (B) any agreement for the purchase of materialsyear ending December 31, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; (C) any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $5.0 million or more in MCK’s fiscal year 2016; (Dii) any equity partnership, joint venture Contract that both requires payments from or to the Company of more than $500,000 during any twelve (12) month period and is not cancelable by the Company or its Subsidiary without any material financial or other similar agreement penalty on ninety (90) or arrangement that is material to the Core MTS Businessfewer days’ notice; (Eiii) any agreement relating Contract that relates to the acquisition formation, creation, operation, management or disposition control of any business legal partnership or any joint venture entity pursuant to which the Company or its Subsidiary owns (whether by merger, sale i) more than 20% voting or (ii) economic interest with a book value of stock, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of more than $250,000 without regard to percentage voting or moreeconomic interest; (Fiv) any agreement Contract (other than any Contract whose only parties are the Company and/or its Subsidiary) relating to indebtedness Indebtedness for borrowed moneymoney owing or guaranteed by the Company or its Subsidiary, the deferred purchase price other than any Contract relating to Indebtedness with an outstanding principal amount of property or capital leases less than $250,000 (in either case, whether incurred, assumed, guaranteed or secured by any asset); (v) involving payment obligations any Contract under which the Company or its Subsidiary has made any advance, loan, extension of $1,500,000 credit or more (capital commitment to, or other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among investment in, any the MCK Contributed Entity, on the one hand, and MCK or any of its Affiliates Person (other than the MCK Contributed Entities), on the other hand; provided that, in the case Company or its Subsidiary and except for any extensions of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing); (G) any agreement that restricts, prohibits or impairs (or purports to restrict, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored party” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property); (H) any material agreement (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, or a covenant not to be sued under, any Intellectual Property Right; (I) any agreement pursuant to which any Person is authorized to use, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into trade credits in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leased, or agreed to provide or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification of any service provider of the Core MTS Business with a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business250,000; (Lvi) any agreement with Contract (A) that contains a license in respect of Intellectual Property Rights where such license is material to the business of the Company (except for (1) licenses of commercially available, off-the-shelf, click-wrap or for shrink-wrap software, (2) non-exclusive licenses of Intellectual Property Rights incidental to the benefit sale or purchase of MCK products or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and services in the ordinary course of business business) or (B) for the purchase development (by itself or sale through a third party) of materialsany Intellectual Property Rights material to the products of the Company or the manufacturing thereof; (vii) any Contract to which the Company is a party that contains any continuing covenant by the Company to not compete or engage in any line of business or to not engage in its business in any geographic location, suppliesin each case other than such Contracts that (x) may be cancelled without material liability to the Company upon notice of ninety (90) days or less or (y) are not, goodsindividually or in the aggregate material to the Company and its Subsidiary, services taken as a whole; (excluding viii) any employment agreementsContract providing for (x) Government Grants from the OCS or any other Israeli Governmental Authority, which Government Grant is extended to support the Company’s research and development operations (i.e., Kitvei Ishur), equipment or (y) material Government Grants from any other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 millionGovernmental Authority; orand (Nix) any agreement with any Governmental Authority relating Contract that would be required to corporate integrity, deferred prosecution, or be filed by the Core MTS Business’ or MCK’s Company as a “material noncontract” pursuant to Item 601(b)(10) of Regulation S-compliance with Health Care LawsK under the Securities Act. (iib) Each agreement required Section 3.10(b) of the Company Disclosure Letter contains a list of all Material Contracts (other than any Material Contract contemplated by clause (i) of the definition thereof) to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) which the Company or any of its Subsidiaries is a valid and binding agreement party as of the Core MTS Business and is in full force and effect, and none date of the Core MTS Business, or, to the knowledge of MCK, any other party thereto is in default this Agreement. (c) Except as has not had or breach in any respect under the terms of such MTI Material Contract, except for any such defaults or breaches which would not reasonably be expectedexpected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date hereof, (i) each Material Contract is valid and binding on the Company and enforceable against the Company, in accordance with its terms, except that such enforceability (x) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting or relating to be material creditors’ rights generally, and (y) is subject to general principles of equity, (ii) neither the Company nor, to the Core MTS BusinessKnowledge of the Company, taken as a whole. True and complete copies of each MTI any other party thereto, is in material breach of, or material default under, any such Material Contract, and all amendments thereto(iii) the Company has not received written notice of any actual or potential violation of, in each case subject or failure to the redaction comply with, any material term of certain information, have been delivered to MCK or its outside counselany Material Contract.

Material Contracts. (a) Section 3.7(a) of the Disclosure Schedules sets forth a true and complete list of the following Contracts to which any Company or GMMV is a party (and with respect to any applicable oral Contracts, a description thereof), excluding the Radioactive Materials License (the “Material Contracts”): (i) None any Contract involving any aggregate obligation or entitlement in excess of the Core MTS Business or any of its Subsidiaries is a party to or bound by: Two Hundred Thousand Dollars (A) any agreement for the lease or sublease (whether of real or personal property) providing for annual payments of $750,000 or moreUS$200,000); (Bii) any agreement for Contract entered into in the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments of $3.0 million or more in MCK’s fiscal year 2016, including any independent contractor agreements, but excluding any employment agreements; past five (C5) any sales, distribution or other similar agreement providing for years that relates to the sale of materialsany of the assets of any Company or GMMV, supplies, goods, services, equipment or other assets that provides for annual payments than in the Ordinary Course of $5.0 million or more in MCK’s fiscal year 2016; (D) any equity partnership, joint venture or other similar agreement or arrangement that is material to the Core MTS Business; (Eiii) any agreement relating Contract that limits the ability of the Companies or GMMV to compete in any line of business with any Person or in any geographic area or during any period of time, or that restricts the ability of the Companies or GMMV to hire or solicit any Person; (iv) all Material Intellectual Property Licenses; (v) all Contracts providing for the employment or engagement of any natural person on a full-time, part-time, independent contractor, temporary, or other basis of any officer, director, employee or other individual service provider of the Companies or GMMV, other than Contracts terminable by the Companies or GMMV with 60 days’ prior notice; (vi) all Contracts that relate to the acquisition or disposition of any business business, a material assets or equity interests of any other Person or any real property (whether by merger, sale of stockstock or other equity interests, sale of assets or otherwise) within the three years preceding the date hereof involving aggregate consideration of $250,000 or more); (Fvii) any agreement except for Contracts relating to indebtedness for borrowed moneytrade receivables, the deferred purchase price all Contracts relating to Indebtedness (including guarantees) of property any Company or capital leases GMMV, in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars (in either case, whether incurred, assumed, guaranteed US$100,000); (viii) all Contracts between or secured by any asset) involving payment obligations of $1,500,000 among a Company or more (other than (i) intercompany indebtedness among the MCK Contributed Entities and (ii) intercompany indebtedness among any the MCK Contributed EntityGMMV, on the one hand, and MCK Seller or any Affiliate of its Affiliates Seller (other than the MCK Contributed EntitiesCompanies or GMMV), on the other hand; provided that, in excluding the case of clause (ii) any such indebtedness shall be paid off in full at or prior to the Closing)Intercompany Balances; (Gix) any agreement Contract that restrictsrelates to the settlement of any Legal Proceeding under which any Company or GMMV has any continuing obligations; (x) any Contract obligating the Companies or GMMV to provide or obtain products or services for a period of one (1) year or more or containing any minimum purchase requirements, prohibits take-or-pay provisions, exclusivity requirement, exclusive-dealing provision, requirements Contracts or impairs (or purports to restrictany “most-favored nation”, prohibit or impair), or has or would reasonably be expected to have the effect of prohibiting, restricting or impairing, any material business practice of the Core MTS Business (or the Company after the Closing), any material acquisition of property by the Core MTS Business (or the Company after the Closing) or limits the freedom, in any material respect, of the Core MTS Business (or the Company after the Closing) to conduct the following activities (i) engage in any line of business, (ii) sell, license or otherwise distribute services or products in any geographic area or (iii) compete with any Person (including, for the avoidance of doubt, any material agreement that includes (I) grants by the Core MTS Business of exclusive rights, exclusive territories, exclusive licenses or “most favored partypricing” rights, (II) any non-competition or non-solicitation restrictions, (III) any rights of first refusal or rights of first offer or (IV) any limits on the use similar clause in favor of any of the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property)Person; (Hxi) any material agreement (excluding licenses Contract that grants power of attorney to any Person to act for commercial off the shelf computer software that are generally available or on nondiscriminatory pricing terms) pursuant to which the Core MTS Business obtains the right to use, behalf of any Company or a covenant not to be sued under, any Intellectual Property RightGMMV; (Ixii) any agreement Contract pursuant to which any Person is authorized to useCompany or GMMV leases, either as lessee or as lessor, any personal property, including capital leases; and (xiii) any Contract that establishes a partnership, strategic alliance, sharing of profits or proprietary information, joint venture, or receives a covenant not to be sued under, any material MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, other than those contained within customer agreements entered into in the ordinary course of business consistent with past practice; (J) any agreement pursuant to which the Core MTS Business has provided or leasedsimilar arrangement, or agreed to provide purchase or lease, any source code containing or embodying any Software included in MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property to a third party (including any contingent right to receive or lease source code containing or embodying any Software included in the MCK Owned Intellectual Property and/or MCK Licensed Intellectual Property, whether pursuant to an escrow arrangement or otherwise); (K) any agreement relating to the employment, severance, retention or indemnification acquisition of any service provider business, material assets. Notwithstanding the foregoing, a Contract that has expired or has been fully performed or terminated as of the Core MTS Business with Effective Date shall not be deemed a base salary or base compensation in excess of $300,000 per year, other than those that can be terminated without liability to the Core MTS Business; (L) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents); (M) any agreement with or for the benefit of MCK or any Affiliate of MCK with obligations that continue following the Closing (other than the Transaction Documents), other than agreements with MCK or any Affiliate of MCK entered into on arm’s length terms and in the ordinary course of business for the purchase or sale of materials, supplies, goods, services (excluding any employment agreements), equipment or other assets that are generally available for purchase by business entities in the healthcare information technology industry on substantially similar terms from non-Affiliated suppliers or providers and which provide for annual payments of less than $1.0 million; or (N) any agreement with any Governmental Authority relating to corporate integrity, deferred prosecution, or the Core MTS Business’ or MCK’s material non-compliance with Health Care LawsMaterial Contract. (iib) Seller has made available to Buyer true, correct and complete copies of all Material Contracts. Each agreement required to be disclosed pursuant to this Section 4.02(i) (each, a “MTI Material Contract”) Contract is a valid and binding agreement of on the Core MTS Business applicable Company or GMMV in accordance with its terms, subject to any Equitable Principles, and is in full force and effect, and none . As of the Core MTS BusinessEffective Date, orthe Companies and GMMV have performed in all material respects all of their respective obligations required to be performed by them under each Material Contract. Neither the Companies or GMMV nor, to the knowledge Knowledge of MCKSeller, any other party thereto thereto, is in breach of or default under (or is alleged to be in breach of or default under) in any respect under material respect, or has provided or received any notice of any intention to terminate, any Material Contract. To the Knowledge of Seller, no event has occurred that (with or without notice or lapse of time or both) would reasonably be expected to result in a material breach or violation of, or a material default under, or give rise to the right of another party to terminate, the terms of such MTI any Material Contract, except for any such defaults or breaches which would not reasonably be expected, individually or in the aggregate, to be material to the Core MTS Business, taken as a whole. True and complete copies of each MTI Material Contract, and all amendments thereto, in each case subject to the redaction of certain information, have been delivered to MCK or its outside counsel.