Common use of Scheduled Contracts Clause in Contracts

Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter (each item listed or required to be listed in such Company Disclosure Letter being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor Company Sub is a party or otherwise subject to: (a) any employment, deferred compensation, bonus or consulting Contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or Company Sub and is not terminable by Company or Company Sub within one year without penalty or (ii) requires payment by Company or Company Sub of (or under which such payments are reasonably expected to be) $25,000 or more per annum; (b) any advertising, brokerage, distributor, representative or agency relationship or Contract requiring payment by or to Company or Company Sub of (or under which such payments are reasonably expected to be) $50,000 or more per annum (other than sales orders entered into in the ordinary course of business consistent with past practice); (c) any Contract that restricts Company or Company Sub, or would restrict any Affiliate of Company or Company Sub or the Surviving Corporation (including Merger Sub and its Subsidiaries after the Effective Time of the Merger), from competing in any line of business, in any distribution or sales channel, with any Person or product, or in any geographic area; (d) any lease of real or personal property providing for annual lease payments by or to Company in excess of $25,000 per annum (other than sales orders entered into in the ordinary course of business consistent with past practice); (e) any (i) license agreement granting any right to use or practice any right under Intellectual Property (whether as licensor or licensee) (other than sales orders entered into in the ordinary course of business consistent with past practice) or (ii) Contract involving the payment of royalties or other amounts exceeding, or that would reasonably be expected to exceed, $50,000 per annum calculated based upon the revenues or income of Company or Company Sub or income or revenues related to any product of Company or Company Sub; (f) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or similar Contract providing benefits to any present or former employees, officers or directors of Company or Company Sub; (g) any Contract to acquire equipment or any commitment to make capital expenditures of $25,000 or more; (h) other than Contracts entered into in the ordinary course of business for the sale of inventory, any Contract for the sale of any material property or assets in which Company or Company Sub has an ownership interest or for the grant of any Encumbrance on any such property or asset, in each case involving consideration in excess of $25,000 individually or $100,000 in the aggregate; (i) any Contract for the borrowing of any money and any guaranty agreement; (j) any Contract pursuant to which Company or Company Sub has an obligation (contingent or otherwise) to make an investment in or extension of credit to any Person or any partnership or joint venture agreement; (k) any material Contract which would be terminable other than by Company or Company Sub as a result of the consummation of the transactions contemplated by this Agreement or agreement that would prevent, materially delay or materially impede Company’s or Company Sub’s ability to consummate the transactions contemplated by this Agreement; (l) other than Contracts entered into in the ordinary course of business, any other Contract of any other kind which involves future payments or receipts or performances of services or delivery of items requiring payment of $50,000 or more to or by Company or Company Sub; (m) any Contract that would be required to be filed by Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (n) any Contract with any Subsidiary of Company (other than GlasCraft). Complete, correct and unredacted copies of all Scheduled Contracts, including all amendments, supplements and other modifications thereto, have been delivered or made available to Parent.

Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter (each item listed or required to be listed in such Company Disclosure Letter being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor Company Sub is not a party or otherwise subject to: (a) any employment, deferred compensation, bonus or consulting Contract that (i) has a remaining term, as of the date of this Agreement, of more than one year in length of obligation on the part of Company or Company Sub and is not terminable by Company or Company Sub within one year without penalty or (ii) requires payment by Company or Company Sub of (or under which such payments are reasonably expected to be) $25,000 100,000 or more per annum; (b) any advertising, brokerage, distributor, representative or agency relationship or Contract requiring payment by or to Company or Company Sub of (or under which such payments are reasonably expected to be) $50,000 100,000 or more per annum (other than sales orders entered into in the ordinary course of business consistent with past practice); (c) any Contract that restricts Company or Company Sub, (or would restrict any Affiliate of Company or Company Sub or the Surviving Corporation (including Merger Sub and its Subsidiaries after the Effective Time of the Merger), ) from competing in any line of business, in any distribution or sales channel, with any Person or product, or in any geographic area; (d) any lease of real or personal property providing for annual lease payments by or to Company in excess of $25,000 100,000 per annum (other than sales orders entered into in the ordinary course of business consistent with past practice); (e) any (i) license agreement granting any right to use or practice any right under Intellectual Property (whether as licensor or licensee) (other than sales orders entered into in the ordinary course of business consistent with past practice) or (ii) Contract involving the payment of royalties or other amounts exceeding, or that would reasonably be expected to exceed, $50,000 100,000 per annum calculated based upon the revenues or income of Company or Company Sub or income or revenues related to any product of Company or Company SubCompany; (f) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or similar Contract providing benefits to any present or former employees, officers or directors of Company or Company SubCompany; (g) any Contract to acquire equipment or any commitment to make capital expenditures of $25,000 250,000 or more; (h) other than Contracts entered into in the ordinary course of business for the sale of inventory, any Contract for the sale of any material property or assets in which Company or Company Sub has an ownership interest or for the grant of any Encumbrance on any such property or asset, in each case involving consideration in excess of $25,000 100,000 individually or $100,000 250,000 in the aggregate; (i) any Contract for the borrowing of any money and any guaranty agreement; (j) any Contract pursuant to which Company or Company Sub has an obligation (contingent or otherwise) to make an investment in or extension of credit to any Person or any partnership or joint venture agreement; (k) any material Contract which would be terminable other than by Company or Company Sub as a result of the consummation of the transactions contemplated by this Agreement or agreement that would prevent, materially delay or materially impede Company’s or Company Sub’s ability to consummate the transactions contemplated by this Agreement; (l) other than Contracts entered into in the ordinary course of business, any other Contract of any other kind which involves future payments or receipts or performances of services or delivery of items requiring payment of $50,000 100,000 or more to or by Company or Company Sub;Company; or (m) any Contract that would be required to be filed by Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (n) any Contract with any Subsidiary of Company (other than GlasCraft). Complete, correct and unredacted copies of all Scheduled Contracts, including all amendments, supplements and other modifications thereto, have been delivered or made available to Parent.

Scheduled Contracts. Except as set forth in Section 4.15 of the Company Disclosure Letter (each item listed or required to be listed in such Company Disclosure Letter being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor Company Sub is a party or otherwise subject to: (a) any employment, deferred compensation, bonus or consulting Contract that (i) has Schedule 3.12 sets forth a remaining termcomplete and correct list, as of the date of this Agreement, of more than one year in length all Contracts of obligation on the part of following types to which the Company or a Company Sub and Subsidiary is not terminable by Company a party or Company Sub within one year without penalty to which it or its assets are subject or bound: (ii) requires payment by Company or Company Sub of (or under which such payments are reasonably expected to be) $25,000 or more per annum; (bi) any advertising, brokerage, distributor, representative or agency relationship or Contract requiring payment (including any leases) providing for payments by or to the Company or a Company Sub Subsidiary in excess of ($1,000,000 at any time or under which such payments are reasonably expected to be) $50,000 or more per annum (in the aggregate during any year other than sales those that may be terminated or cancelled by the Company or any Company Subsidiary on 90 days’ or less notice without the payment of any material penalty or other payment obligations and purchase orders entered into for purchases by the Company or any Company Subsidiary issued in the ordinary course of business consistent with past practice; (ii) any employment, severance, termination, change in control, retention, consulting or similar Contract involving payments or other consideration by the Company or a Company Subsidiary in excess of U.S. $100,000 (or the non-U.S. equivalent) in the aggregate during any year other than any consulting Contract with a Person that is not natural person or any Contract for employment at will that may be terminated by the Company or such Company Subsidiary without liability other than for payment of amounts accrued prior to such termination and amounts that are required by Law to be paid (the “Employment Contracts”); ; (ciii) any Contract pursuant to which the Company or any Company Subsidiary has incurred or become liable for any Indebtedness that is currently outstanding; (iv) any Contract not made in the ordinary course of business consistent with past practice which is material to the Company and the Company Subsidiaries, taken as a whole, and is to be performed in whole or in part on or after the date of this Agreement; (v) any partnership, joint venture or similar Contract relating to any Person that is not wholly owned by the Company or any Company Subsidiary; (vi) any Contract that restricts contains any (A) “most favored nation” or similar provision in favor of a Person other than the Company or a Company SubSubsidiary, or would restrict any Affiliate of (B) provision expressly requiring the Company or any Company Sub Subsidiary to purchase goods or services exclusively from another Person or (C) express restriction on the Surviving Corporation ability of the Company or any of its Affiliates (including Merger Sub and its Subsidiaries whether before or after the Effective Time of the Merger), from competing Closing) to compete in any line of business, in any distribution business or sales channel, with any Person or product, to provide services generally or in any market segment or any geographic area; ; (dvii) any lease Contract or series of real related Contracts under which the Company or personal property providing for annual lease payments by any Company Subsidiary may be obligated to dispose of or acquire any assets or properties material to the business of the Company in excess of $25,000 per annum (and the Company Subsidiaries, taken as a whole, other than sales orders entered into dispositions or acquisitions in the ordinary course of business consistent with past practice); ; (eviii) any Contract that, if Section 3.5(a) did not contain the qualification to clause (iiii) license agreement granting thereof that is set forth therein, would be required to be disclosed on Schedule 3.15 by reason of such clause (iii); (ix) any right contract which, if terminated prior to use or practice any right under Intellectual Property (whether as licensor or licensee) (other than sales orders entered into in the ordinary course of business consistent with past practice) or (ii) Contract involving the payment of royalties or other amounts exceedingits current expiration date, or that would reasonably be expected to exceed, $50,000 per annum calculated based upon have a Company Material Adverse Effect; (x) any lease for third party satellite teleport services; and (xi) any lease for satellite capacity involving payments by the revenues or income of Company or any Company Sub Subsidiary which exceeds $500,000 in the aggregate during any year or income that is otherwise material to the business or revenues related to any product operations of the Company or any Company Sub; Subsidiary. The Contracts required to be listed on Schedules 3.11, 3.12, 3.14(b) or 3.18 are referred to as the “Scheduled Contracts” provided that any such Contract that expires or terminates in accordance with its terms prior to the Closing (f) any stock purchase, stock option, stock bonus, stock ownership, profit sharing, group insurance, bonus, deferred compensation, severance pay, pension, retirement, savings or other incentive, welfare or employment plan or similar Contract providing benefits to any present or former employees, officers or directors of Company or Company Sub; (g) any Contract to acquire equipment or any commitment to make capital expenditures of $25,000 or more; (h) other than Contracts entered into in the ordinary course of business for the sale of inventory, any Contract for the sale of any material property or assets in which Company or Company Sub has an ownership interest or for the grant of any Encumbrance on any such property or asset, in each case involving consideration in excess of $25,000 individually or $100,000 in the aggregate; (i) any Contract for the borrowing of any money and any guaranty agreement; (j) any Contract pursuant to which Company or Company Sub has an obligation (contingent or otherwise) to make an investment in or extension of credit to any Person or any partnership or joint venture agreement; (k) any material Contract which would be terminable other than by Company or Company Sub as a result of a breach or default by the Company or any Company Subsidiary) shall cease to be a Scheduled Contract. (b) Except as set forth on Schedule 3.12, Schedule 3.13, Schedule 3.14 or Schedule 3.18 (with respect the Scheduled Contracts described therein): (i) each of the Scheduled Contracts is a valid and legally binding agreement and is in full force and effect and will remain valid and legally binding and in full force and effect after, and none of the rights and obligations thereunder will be affected by, the consummation of the transactions contemplated hereby, (ii) neither the Company nor any Company Subsidiary is in default or breach, and no event or circumstance has occurred which with or without notice, lapse of time or both would constitute a default or breach by this Agreement the Company or agreement that would preventany Company Subsidiary, materially delay under the provisions of any Scheduled Contract, except for any such defaults or materially impede Company’s breach that, individually or Company Sub’s ability to consummate the transactions contemplated by this Agreement; (l) other than Contracts entered into in the ordinary course of businessaggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect, (iii) prior to the date hereof neither the Company nor any other Contract Company Subsidiary has received any written notice of any other kind which involves future payments such default or receipts or performances of services or delivery of items requiring payment of $50,000 or more to or by Company or Company Sub; (m) any Contract that would be required to be filed by Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (n) any Contract with any Subsidiary of Company breach (other than GlasCraftnotices of matters that have been resolved prior to the date hereof without material Liability to the Company or any Company Subsidiary or is resolved after the date hereof in accordance with Section 6.2(f)), and (iv) to the Knowledge of the Company there does not exist any material default or breach, and no event or circumstance has occurred which with or without notice, lapse of time or both would constitute a default or breach, under the provisions of any Scheduled Contract by any party thereto other than the Company or any Company Subsidiary. Complete, correct True and unredacted complete copies of all Scheduled Contracts, including all amendments, supplements and other modifications thereto, Contracts as in effect as of the date hereof have been delivered to Parent or made available to ParentParent for inspection.