Common use of Scheduled Contracts Clause in Contracts

Scheduled Contracts. Except as set forth in Sections 2.8, 2.13 ------------------- and 2.14(a) of the Company Disclosure Letter, the Company does not have, is not a party to and is not bound by: (i) any collective bargaining agreements; (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (iii) any bonus, deferred compensation, sales compensation plan, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements or agreements to change any such plans whether written or oral; (iv) any employment or consulting agreement with an employee or individual consultant, or any consulting or sales agreement under which a firm or other organization provides services to the Company in any case involving aggregate payments in excess of One Hundred Thousand Dollars ($100,000) in one year; (v) any agreement or plan, including any stock option plan, stock appreciation rights 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; (vi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of Twenty Thousand Dollars ($20,000); (viii) any agreement of indemnification or guaranty other than expressly set forth in the Scheduled Contracts (as defined hereinafter); (ix) any agreement pursuant to which the Company has granted, or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code; (x) any agreement relating to capital expenditures and involving future payments in excess of Twenty Thousand Dollars ($20,000); (xi) any agreement relating to the disposition or acquisition of assets, property or any interest in any business enterprise outside the ordinary course of the Company's business; (xii) any mortgage, indenture, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit, including any guaranty referred to in clause (viii) of this Section 2.14(a); (xiii) any purchase order or contract for the purchase of raw materials or services involving Fifty Thousand Dollars ($50,000) or more; (xiv) any construction contract; (xv) any distribution, joint marketing or development agreement; (xvi) any other agreement that involves Fifty Thousand Dollars ($50,000) or more or is not cancelable without penalty upon notice of thirty (30) days or less; (xvii) any contract under which the Company provides services to third parties for which it will receive payments in excess of Fifty Thousand Dollars ($50,000) in a period of 12 consecutive months; (xviii) any contract that contains a liquidated damages provision for failure to meet performance or quality milestones; or (xix) any other material agreement or commitment, whether written or oral.

Scheduled Contracts. Except as set forth in Sections 2.8, 2.13 ------------------- and 2.14(aSection 4.12(a) of ------------------- the Disclosure Schedule and in the Company's employment and consulting agreements as are listed in Schedule 4.11 and in the Company's employee stock option plan, the option agreements issued thereunder and the other options issued by the Company Disclosure Letterall as are described in Schedule 4.11, neither the Company does not havenor Inverness-U.S. has, is not a party to and or is not bound by: (i) any collective bargaining agreements; (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (iii) any bonus, deferred compensation, sales compensation plan, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements or agreements to change any such plans whether written or oral; (iv) any employment or consulting agreement with an employee or individual consultant, or any consulting or sales agreement under which a firm or other organization provides services to the Company or Inverness-U.S. in any case involving aggregate payments in excess of One Hundred Thousand Dollars ($100,000) U.S.$50,000 or the equivalent thereof in one year; (v) any agreement or plan, including any stock option plan, stock appreciation rights 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; (vi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of Twenty Thousand Dollars ($20,000)U.S.$50,000 or the equivalent thereof other than Company cars and equipment used in the ordinary course of the Company's business; (viii) any agreement of indemnification or guaranty other than expressly set forth in the Scheduled Contracts (other than in the Company's agreements with customers as defined hereinafter);are executed by the Company in the ordinary course of business (ix) any agreement pursuant to which the Company or Inverness-U.S. has granted, or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code; provided that the Parent acknowledges that the business of the Company is to sell licenses to source code; (x) any agreement relating to capital expenditures and involving future payments in excess of Twenty Thousand Dollars ($20,000)U.S.$50,000 or the equivalent thereof; (xi) any agreement relating to the disposition or acquisition of assets, property or any interest with a value in excess of $50,000 in any business enterprise outside the ordinary course of the Company's or Inverness- U.S.'s business; (xii) any mortgage, indenture, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit, including any guaranty referred to in clause (viii) of this Section 2.14(a4.12(a); (xiii) any purchase order or contract for the purchase of raw materials or services involving Fifty Thousand Dollars ($50,000) U.S.$50,000 or the equivalent thereof or more; (xiv) any construction contract; (xv) any distribution, joint marketing or development agreementagreement that is in effect; (xvi) any other agreement that involves Fifty Thousand Dollars ($50,000) payment or receipt by the Company or Inverness-U.S. of U.S.$50,000 or the equivalent thereof or more or is not cancelable without penalty upon notice of thirty (30) days or less; (xvii) any contract under which the Company or Inverness-U.S. provides services to third parties for which it will receive payments in excess of Fifty Thousand Dollars ($50,000) U.S.$50,000 or the equivalent thereof in a period of 12 consecutive months;; or (xviii) any contract that contains a liquidated damages provision for failure to meet performance or quality milestones; or (xix) any other material agreement or commitment, whether written or oral.

Scheduled Contracts. Except as set forth in Sections 2.8, 2.13 ------------------- and 2.14(a) of the Company Disclosure LetterSchedule, the Company does not havehas no, is not a party to and is not bound by: (i) any collective bargaining agreements; (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (iii) any bonus, deferred compensation, sales compensation plan, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements or agreements to change any such plans whether written or oral; (iv) any employment or consulting agreement with an employee or individual consultant, or any consulting or sales agreement under which a firm or other organization provides services to the Company in any case involving aggregate payments in excess of One Hundred Fifty Thousand Dollars ($100,00050,000) in one year; (v) any agreement or plan, including any stock option plan, stock appreciation rights 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; (vi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of Twenty Fifty Thousand Dollars ($20,00050,000); (viii) any agreement of indemnification or guaranty other than for the endorsement of commercial paper in the ordinary course of business or as expressly set forth in the Scheduled Contracts (as defined hereinafter)Contracts; (ix) any agreement pursuant to which the Company has granted, or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code; (x) any agreement relating to capital expenditures and involving future payments in excess of Twenty Fifty Thousand Dollars ($20,00050,000); (xi) any agreement relating to the disposition or acquisition of assets, property or any interest in any business enterprise outside the ordinary course of the Company's business; (xii) any mortgage, indenture, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit, including any guaranty referred to in clause (viii) of this Section 2.14(a); (xiii) any purchase order or contract for the purchase of raw materials or services involving Fifty Thousand Dollars ($50,000) or more; (xiv) any construction contract; (xv) any distribution, joint marketing or development agreement; (xvi) any other agreement that involves Fifty Thousand Dollars ($50,000) or more or is not cancelable without penalty upon notice of thirty (30) days or less; (xvii) any contract under which the Company provides services to third parties for which it will receive payments in excess of Fifty Thousand Dollars ($50,000) in a period of 12 twelve (12) consecutive months; (xviii) any contract that contains a liquidated damages provision for failure to meet performance or quality milestones; or (xix) any other material agreement or commitment, whether written or oral.

Scheduled Contracts. Except as set forth in Sections 2.8, ------------------- 2.13 ------------------- and 2.14(a) of the Company Disclosure LetterSchedule, neither the Company does not havenor any of its subsidiaries has, is not a party to and or is not bound by: (i) any collective bargaining agreements; (ii) any agreements or arrangements that contain any severance pay or post-employment liabilities or obligations; (iii) any bonus, deferred compensation, sales compensation plan, pension, profit sharing or retirement plans, or any other employee benefit plans or arrangements or agreements to change any such plans whether written or oral; (iv) any employment or consulting agreement with an employee or individual consultant, or any consulting or sales agreement under which a firm or other organization provides services to the Company or any of its subsidiaries in any case involving aggregate payments in excess of One Hundred Fifty Thousand Dollars ($100,00050,000) in one year; (v) any agreement or plan, including any stock option plan, stock appreciation rights 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; (vi) any fidelity or surety bond or completion bond; (vii) any lease of personal property having a value individually in excess of Twenty Fifty Thousand Dollars ($20,00050,000); (viii) any agreement of indemnification or guaranty other than expressly set forth in the Scheduled Contracts (as defined hereinafter)Contracts; (ix) any agreement pursuant to which the Company or any of its subsidiaries has granted, or may grant in the future, to any party a source-code license or option or other right to use or acquire source-code; (x) any agreement relating to capital expenditures and involving future payments in excess of Twenty Fifty Thousand Dollars ($20,00050,000); (xi) any agreement relating to the disposition or acquisition of assets, property or any interest in any business enterprise outside the ordinary course of the Company's or its subsidiaries' business; (xii) any mortgage, indenture, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit, including any guaranty referred to in clause (viii) of this Section 2.14(a); (xiii) any purchase order or contract for the purchase of raw materials or services involving Fifty Thousand Dollars ($50,000) or more; (xiv) any construction contract; (xv) any distribution, joint marketing or development agreement; (xvi) any other agreement that involves Fifty Thousand Dollars ($50,000) or more or is not cancelable without penalty upon notice of thirty (30) days or less; (xvii) any contract under which the Company or any of its subsidiaries provides services to third parties for which it will receive payments in excess of Fifty Thousand Dollars ($50,000) in a period of 12 consecutive months; (xviii) any contract that contains a liquidated damages provision for failure to meet performance or quality milestones; or (xix) any other material agreement or commitment, whether written or oral.