Common use of Parent Contracts Clause in Contracts

Parent Contracts. No Acquiring Company is a party to or is or since December 31, 2023 has ever been bound by (any of which, “Parent Contract”): (a) any employment agreement or Contract with an independent contractor or consultant (or similar arrangement) which is not cancellable without material penalty or without more than 90 days’ notice; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between any Acquiring Company and any of its officers or directors; (d) any Contract limiting or purporting to limit the ability of Parent to compete in any line of business or with any Person or in any geographic area or during any period of time; (e) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (f) any mortgages, indentures, loans, credit agreements, security agreements or any other Contract or instrument relating to the borrowing of money or extension of credit; (g) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (h) any Contract that provides for: (i) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquiring Company; or (ii) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquiring Company; (i) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $1,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $1,000 in the aggregate; or (j) any Contract that does not allow any Acquiring Company to terminate the Contract for convenience with no more than thirty (30) days’ prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination.

Parent Contracts. No Except as set forth on Schedule 3.14 in Parent Disclosure Schedules, neither Acquiring Company is a party to or is or since December 31, 2023 has ever been bound by (any of which, “Parent Contract”):by: (a) any employment agreement or Contract with an independent contractor or consultant (or similar arrangement) which is not cancellable without material penalty or without more than 90 days’ notice; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between any Acquiring Company and any of its officers or directors; (d) any Contract limiting or purporting to limit the ability of Parent to compete in any line of business or with any Person or in any geographic area or during any period of time; (e) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (f) any mortgages, indentures, loans, credit agreements, security agreements or any other Contract or instrument relating to the borrowing of money or extension of credit; (g) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (h) any Contract that provides for: (iA) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquiring Company; or (iiB) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquiring Company; (i) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $1,000 100,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $1,000 100,000 in the aggregate; or (j) any Contract that does not allow any Acquiring Company to terminate the Contract for convenience with no more than thirty (30) days’ prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination.

Parent Contracts. No Acquiring Company is a party to or is or since December 31, 2023 has ever been bound by (any of which, “Parent Contract”):by: (a1) any employment agreement or Contract with an independent contractor or consultant (or similar arrangement) which is not cancellable without material penalty or without more than 90 days’ notice; (b2) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c3) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between any Acquiring Company and any of its officers or directors; (d4) any Contract limiting or purporting to limit the ability of Parent to compete in any line of business or with any Person or in any geographic area or during any period of time; (e5) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (f6) any mortgages, indentures, loans, credit agreements, security agreements or any other Contract or instrument relating to the borrowing of money or extension of credit; (g7) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (h) 8) any Contract that provides for: (iA) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquiring Company; or (iiB) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquiring Company; (i9) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $1,000 100,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $1,000 100,000 in the aggregate; or (j10) any Contract that does not allow any Acquiring Company to terminate the Contract for convenience with no more than thirty (30) days’ prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination.

Parent Contracts. No Acquiring Company (a) Except as set forth in the most recent exhibit list on Parent’s Form 10-K for the year ended December 31, 2016 or Part 3.12 of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to or is bound by: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or since December 31, 2023 has ever been bound by expatriation agreement or other similar Contract between: (i) any of which, “Parent Contract”): the Acquiring Companies or any of their ERISA Affiliates; and (aii) any employment agreement active, retired or former employees, directors or consultants of any Acquiring Company or any of their ERISA Affiliates, other than any such Contract with an independent contractor or consultant that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquiring Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar arrangement) which is not cancellable without material penalty payment or without more to provide any benefit, other than 90 days’ noticeseverance payments required to be made by any Acquiring Company under applicable foreign Legal Requirements; (bii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (ciii) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any Acquiring Company of its Subsidiaries and any of its officers or directors; (div) any Contract limiting imposing any restriction on the right or purporting to limit the ability of Parent any Acquiring Company: (i) to compete in any line of business or with any other Person; (ii) to acquire any product or other asset or any services from any other Person; (iii) to solicit, hire or retain any Person as a director, an officer or in other employee, a consultant or an independent contractor; (iv) to develop, sell, supply, distribute, offer, support or service any geographic area product or during any period of timetechnology or other asset to or for any other Person; (v) to perform services for any other Person; or (vi) to transact business with any other Person; (ev) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (fvi) any mortgages, indentures, loans, credit agreements, security agreements or any other Contract or instrument relating to the borrowing of money or extension of credit; (gvii) any Contract that would reasonably be expected to have a material effect on the ability of Parent Company to perform any of its obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (hviii) any Contract that provides for: (iA) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquiring Company; or (iiB) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquiring Company; (iix) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $1,000 100,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $1,000 100,000 in the aggregate; or (jx) any Contract that does not allow any Acquiring Company Parent or Subsidiary to terminate the Contract for convenience with no more than thirty (30) days’ days prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination. (b) Parent has delivered to Company an accurate and complete copy of each Contract listed or required to be listed in Part 3.12 of the Parent Disclosure Schedule (any such Contract, including any Contract that would be listed in Part 3.12 but for its inclusion in the most recent exhibit list of Parent’s Form 10-K for the year ended December 31, 2016, a “Parent Contract”). Neither Parent nor any of its Subsidiaries, nor to Parent’s knowledge any other party to a Parent Contract, has breached or violated in any material respect or materially defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Parent Contracts. To the knowledge of Parent, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Parent Contract; (ii) give any Person the right to declare a default in any material respect under any Parent Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Parent Contract; (iv) give any Person the right to accelerate the maturity or performance of any Parent Contract; or (v) give any Person the right to cancel, terminate or modify any Parent Contract. Each Parent Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Parent Contracts. No Acquiring Company is a party to or is or since December 31June 30, 2023 2018 has ever been bound by (any of which, “Parent Contract”):by: (a) any employment agreement or Contract with an independent contractor or consultant (or similar arrangement) which is not cancellable without material penalty or without more than 90 days’ notice; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between any Acquiring Company and any of its officers or directors; (d) any Contract limiting or purporting to limit the ability of Parent to compete in any line of business or with any Person or in any geographic area or during any period of time; (e) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (f) any mortgages, indentures, loans, credit agreements, security agreements or any other Contract or instrument relating to the borrowing of money or extension of credit; (g) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (h) any Contract that provides for: (i) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquiring Company; or (ii) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquiring Company; (i) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $1,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $1,000 in the aggregate; or (j) any Contract that does not allow any Acquiring Company to terminate the Contract for convenience with no more than thirty (30) days’ prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination.

Parent Contracts. No Acquiring Company is a party to or is or since December March 31, 2023 2017 has ever been bound by (any of which, “Parent Contract”):by: (a) any employment agreement or Contract with an independent contractor or consultant (or similar arrangement) which is not cancellable without material penalty or without more than 90 days’ notice; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between any Acquiring Company and any of its officers or directors; (d) any Contract limiting or purporting to limit the ability of Parent to compete in any line of business or with any Person or in any geographic area or during any period of time; (e) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (f) any mortgages, indentures, loans, credit agreements, security agreements or any other Contract or instrument relating to the borrowing of money or extension of credit; (g) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (h) any Contract that provides for: (i) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquiring Company; or (ii) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquiring Company; (i) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $1,000 100,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $1,000 100,000 in the aggregate; or (j) any Contract that does not allow any Acquiring Company to terminate the Contract for convenience with no more than thirty (30) days’ prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination.

Parent Contracts. No Acquiring Company (a) Except as set forth in the most recent exhibit list on Parent’s Form 10-K for the year ended December 31, 2013 or Part 3.12 of the Parent Disclosure Schedule, neither Parent nor any of its Subsidiaries is a party to or is bound by: (i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or since December 31, 2023 has ever been bound by expatriation agreement or other similar Contract between: (i) any of which, “Parent Contract”): the Acquiring Companies or any of their ERISA Affiliates; and (aii) any employment agreement active, retired or former employees, directors or consultants of any Acquiring Company or any of their ERISA Affiliates, other than any such Contract with an independent contractor or consultant that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquiring Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar arrangement) which is not cancellable without material penalty payment or without more to provide any benefit, other than 90 days’ noticeseverance payments required to be made by any Acquiring Company under applicable foreign Legal Requirements; (bii) any Contracts identified or required to be identified in Part 3.12 of the Parent Disclosure Schedule; (iii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (civ) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any Acquiring Company of its Subsidiaries and any of its officers or directors; (dv) any Contract limiting imposing any restriction on the right or purporting to limit the ability of Parent any Acquiring Company: (i) to compete in any line of business or with any other Person; (ii) to acquire any product or other asset or any services from any other Person; (iii) to solicit, hire or retain any Person as a director, an officer or in other employee, a consultant or an independent contractor; (iv) to develop, sell, supply, distribute, offer, support or service any geographic area product or during any period of timetechnology or other asset to or for any other Person; (v) to perform services for any other Person; or (vi) to transact business with any other Person; (evi) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (fvii) any mortgages, indentures, loans, credit agreements, security agreements or any other Contract or instrument relating to the borrowing of money or extension of credit; (gviii) any Contract that would reasonably be expected to have a material effect on the ability of Parent Company to perform any of its obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (hix) any Contract that provides for: (iA) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquiring Company; or (iiB) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquiring Company; (ix) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $1,000 100,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $1,000 100,000 in the aggregate; or (jxi) any Contract that does not allow any Acquiring Company Parent or Subsidiary to terminate the Contract for convenience with no more than thirty (30) days’ days prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination. (b) Parent has delivered to Company an accurate and complete copy of each Contract listed or required to be listed in Part 2.16 of the Company Disclosure Schedule (any such Contract, including any Contract that would be listed in Part 2.16 but for its inclusion in the most recent exhibit list of Parent’s Form 10-K for the year ended December 31, 2013, a “Parent Contract”). Neither Parent nor any of its Subsidiaries, nor to Parent’s knowledge any other party to a Parent Contract, has breached or violated in any material respect or materially defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Parent Contracts. To the knowledge of Parent, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (i) result in a violation or breach in any material respect of any of the provisions of any Parent Contract; (ii) give any Person the right to declare a default in any material respect under any Parent Contract; (iii) give any Person the right to receive or require a rebate, chargeback, penalty or change in delivery schedule under any Parent Contract; (iv) give any Person the right to accelerate the maturity or performance of any Parent Contract; or (v) give any Person the right to cancel, terminate or modify any Parent Contract. Each Parent Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Parent Contracts. No Acquiring Company is a party to or is or since December 31June 30, 2023 2020 has ever been bound by (any of which, “Parent Contract”):by: (a) any employment agreement or Contract with an independent contractor or consultant (or similar arrangement) which is not cancellable without material penalty or without more than 90 days’ notice; (b) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (c) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between any Acquiring Company and any of its officers or directors; (d) any Contract limiting or purporting to limit the ability of Parent to compete in any line of business or with any Person or in any geographic area or during any period of time; (e) any agreement, Contract or commitment currently in force relating to the disposition or acquisition of assets not in the ordinary course of business or any ownership interest in any corporation, partnership, joint venture or other business enterprise; (f) any mortgages, indentures, loans, credit agreements, security agreements or any other Contract or instrument relating to the borrowing of money or extension of credit; (g) any Contract that would reasonably be expected to have a material effect on the ability of Parent to perform any of its obligations under this Agreement, or to consummate any of the transactions contemplated by this Agreement; (h) any Contract that provides for: (i) any right of first refusal, right of first negotiation, right of first notification or similar right with respect to any securities or assets of any Acquiring Company; or (ii) any “no shop” provision or similar exclusivity provision with respect to any securities or assets of any Acquiring Company; (i) any Contract that contemplates or involves the payment or delivery of cash or other consideration in an amount or having a value in excess of $1,000 in the aggregate, or contemplates or involves the performance of services having a value in excess of $1,000 in the aggregate; or (j) any Contract that does not allow any Acquiring Company to terminate the Contract for convenience with no more than thirty (30) days’ prior notice to the other party and without the payment of any rebate, chargeback, penalty or other amount to such third party in connection with any such termination.