Common use of Parent Contracts Clause in Contracts

Parent Contracts. (a) Except as set forth in the Parent Disclosure Schedule and except for agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between Parent and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Parent is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to Parent in excess of, $10,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from Parent, or (iii) provisions restricting or affecting the development, manufacture or distribution of Parent’s products or services, or (iv) indemnification by Parent with respect to infringements of proprietary rights. (c) Parent has not (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Parent has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) Parent is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or By-laws, that would have a material adverse effect on Parent. (f) Parent has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of Parent with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of Parent or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Parent would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of Parent.

Parent Contracts. (a) Except as set forth in Schedule 4.9(a) lists the following Contracts to which the Parent Disclosure Schedule and except for agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between Parent and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Parent Subsidiaries is a party or by which it the Parent or any Subsidiary is bound or to which any asset of the Parent or any Subsidiary is subject (collectively, the "Parent Contracts"): (a) each Contract disclosed in the Parent SEC Documents; (b) each lease, license, rental agreement, and other Contract affecting the use of, ownership of or leasing of any leasehold or other interest in, any real or personal property (except personal property leases having a value per item or aggregate payments of less than $50,000); (c) each joint venture, partnership or Contract involving a sharing of profits, losses, costs or liabilities with any other Person and (d) each Contract containing any covenant that purports to restrict the business activity of the Parent or any Subsidiary or limits the freedom of the Parent or any Subsidiary to engage in any line of business or to compete with any Person. (b) Each Parent Contract is in full force and effect and is enforceable by the Parent or the applicable Subsidiary of the Parent in accordance with its terms, except as such enforceability may involve be limited by (i) obligations (contingent bankruptcy, insolvency, reorganization, moratorium or otherwise) of, similar Laws relating to or payments to Parent in excess of, $10,000, or affecting generally the enforcement of creditors' rights and (ii) the transfer availability of equitable remedies (whether in a proceeding in equity or license at Law). The Parent and its Subsidiaries have performed in all material respects and, to the Knowledge of any patent, copyright, trade secret or other proprietary right to or from the Parent, every other party thereto has performed in all material respects, each term, covenant and condition of each of the Parent Contracts that is to be performed by any of them at or (iii) provisions restricting before the date hereof. No event has occurred that would, with the passage of time or affecting compliance with any applicable notice requirements, constitute a default by the developmentParent and its Subsidiaries or, manufacture or distribution to the Knowledge of the Parent’s products or services, or (iv) indemnification by Parent with respect to infringements of proprietary rights. (c) Parent has not (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess party under any of $10,000 or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any personParent Contracts, other than ordinary advances for travel expensesany such event as has not had or would not be reasonably likely to result in a Parent Material Adverse Effect. To the Knowledge of the Parent, or (iv) sold, exchanged or otherwise disposed of no party to any of its assets the Parent Contracts intends to cancel, terminate or rights. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Parent has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) Parent is not a party to and is not bound by exercise any contract, agreement or instrument, or subject to option under any restriction under its Articles of Incorporation or By-laws, that would have a material adverse effect on Parent. (f) Parent has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of Parent with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of Parent or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Parent would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of ParentContracts.

Parent Contracts. (a) Except as set forth in the Parent Disclosure Schedule and except for agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between Parent and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which Parent is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to Parent in excess of, $10,000, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from Parent, or (iii) provisions restricting or affecting the development, manufacture or distribution of Parent’s products or services, or (iv) indemnification by Parent with respect to infringements of proprietary rights. (c) Parent has not (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $10,000 or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Parent has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) Parent is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or By-laws, that would have a material adverse effect on Parent. (f) Parent has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of Parent with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of Parent or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Parent would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of Parent.

Parent Contracts. (a) Except as filed as an exhibit to a Parent SEC Report filed prior to the date of this Agreement or as set forth in on Schedule 5.12(a) (if requested, a true, correct and complete copy of each of which has been made available to the Parent Disclosure Schedule and except for agreements explicitly contemplated herebyCompany), there are no agreements, understandings or proposed transactions between Parent and any of its officers, directors, affiliates or any affiliate thereof. (b) There are no agreements, understandings, instruments, contracts, proposed transactionsagreements or obligations of any kind, judgmentswhether written or oral, orders, writs or decrees to which Parent is a party or by or to which it is bound that any of the properties or assets of Parent may involve be bound, subject or affected, which (i) obligations creates or imposes a liability greater than Fifty Thousand Dollars (contingent or otherwise) of, or payments to Parent in excess of, $10,00050,000), or (ii) includes, as a party or beneficiary, any Founder or any Affiliate thereof (the transfer “Parent Contracts”) (b) No Parent Contract has been breached or license cancelled by the other party, and, to the Knowledge of the Parent, there is no anticipated breach by any other party to any such Parent Contract (with or without notice or lapse of time, or both). Parent has performed all of the material obligations required to be performed by it in connection with such Parent Contracts and is not in default under or in breach of any patentsuch Parent Contract, copyright, trade secret and no event has occurred that with the passage of time or other proprietary the giving of notice or both would: (i) result in a “default” or “event of default” giving rise to a right of termination or breach under any such Parent Contract; (ii) give any Person the right to declare a default” or from Parent, “event of default” giving rise to a right of termination or the right to exercise any remedy under any such Parent Contract; (iii) provisions restricting give any Person the right to accelerate the maturity or affecting the development, manufacture or distribution performance of Parent’s products or services, any such Parent Contract; or (iv) indemnification give any Person the right to cancel, terminate or materially modify any such Parent Contract. Parent has not waived any of its material rights under any such Parent Contract, and does not have any present expectation or intention of not fully performing any obligation pursuant to any such Parent Contract. Each such Parent Contract is legal, valid, binding, enforceable and in full force and effect against Parent and, to the Knowledge of Parent, the other parties thereto, except as enforceability may be limited by the Bankruptcy and Equity Exceptions and assuming the filings, notices, approvals and consents set forth on Schedule 5.3 are made or obtained, and shall continue as such immediately following the consummation of the Transactions. No such Parent with respect Contract obligates Parent to infringements process, manufacture or deliver products or perform services that are reasonably expected to result in a loss to Parent upon completion of proprietary rightsperformance. (c) No Person is currently renegotiating, or has the right to renegotiate, any amount paid or payable to or by Parent has not (i) declared or paid under any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed Parent Contract or any other liabilities individually in excess of $10,000 or, in the case of indebtedness and/or liabilities individually less than $10,000, in excess of $50,000 in the aggregate, (iii) made any loans term or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed provision of any of its assets or rightsParent Contract. (d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities Parent has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections. (e) Parent is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or By-laws, that would have a material adverse effect on Parent. (f) Parent has not engaged in any discussion (i) with any representative of any corporation or corporations regarding the consolidation or merger of Parent with or into any such corporation or corporations, (ii) with any corporation, partnership, association or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of Parent or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Parent would be disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of Parent.