Common use of Seller Contracts Clause in Contracts

Seller Contracts. (a) Schedule 4.14 lists each of the following types of Seller Contracts (including names of parties and date of execution): (i) any collective bargaining agreement; (ii) any employment or consulting agreement, contract or commitment with any officer, director, Employee, contractor, consultant, advisor or member of Seller's or any Insignia Subsidiary's board of directors; (iii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value individually in excess of $10,000; (v) any agreement of indemnification or guaranty to any Person; (vi) any agreement containing any covenant limiting the freedom of Seller or any Insignia Subsidiary to engage in any line of business or in any geographic territory or to compete with any Person, or which grants to any Person any exclusivity to any geographic territory, any customer, or any product or service; (vii) any agreement relating to capital expenditures and involving future payments in excess of $10,000; (viii) any agreement relating to the disposition of assets or any interest in any business enterprise outside the ordinary course of Seller's or any Insignia Subsidiary's business or any agreement relating to the acquisition of assets or any interest in any business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of credit; (x) any purchase order or contract (including for services) involving $10,000 or more; (xi) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant agreement; (xii) any joint venture, partnership, strategic alliance or other agreement involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (xiii) any agreement pursuant to which Seller or any Insignia Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to use or acquire source code, including any agreements which provide for source code escrow arrangements; (xiv) any sales representative, original equipment manufacturer, value added re-seller, remarketer or other agreement for distribution of Seller's or any Insignia Subsidiary's products or services, or the products or services of any other Person; (xv) any agreement pursuant to which Seller or any Insignia Subsidiary has advanced or loaned any amount to any Shareholder or Person holding an ownership interest in any Insignia Subsidiary, or any director, officer, Employee, or consultant of Seller or of any Insignia Subsidiary, other than business travel advances in the ordinary course of business consistent with past practice; (xvi) any commitment to any customer or third party to deliver products or services, including all end-user licenses; (xvii) any commitment to any customer or third party to provide support or maintenance, to develop or customize any product or service, or to provide, support, customize or develop any third-party product, service or platform, other than those included in Schedule 4.12(q); (xviii) any contractual obligations that Seller would be required to disclose pursuant to Item 303(a)(5) of Regulation S-K promulgated under the Exchange Act; (xix) each proposed agreement as to which any bid, offer, written proposal, term sheet or similar document has been submitted or received by Seller; or (xx) any other agreement that involves $10,000 or more or is not cancelable by Seller or an Insignia Subsidiary without penalty within 60 days. (b) Each Seller Contract is in full force and effect and is valid, binding and enforceable against each party thereto in accordance with its terms. Seller and each of the Insignia Subsidiaries are in compliance with and have not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any such Seller Contract, nor does Seller have Knowledge of any event or occurrence that would constitute such a breach, violation or default (with or without the lapse of time, giving of notice or both) or Knowledge of any default by any third party. Seller has provided complete and accurate copies of all Seller Contracts to Purchaser.

Seller Contracts. (a) Schedule 4.14 lists each of the following types of Seller Contracts (including names of parties and date of execution): (i) Part 3.1(k)(i) of the Disclosure Schedule sets forth a list of Contracts to which any collective bargaining agreement;Seller Entity is a party or to which any of the assets or properties of a Seller Entity are bound and which are in any one or more of the categories listed below: (iiA) any employment or consulting agreement, contract or commitment with any officer, director, Employee, contractor, consultant, advisor or member of Seller's or any Insignia Subsidiary's board of directors; (iii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value individually all Contracts involving aggregate consideration in excess of $10,000100,000 per annum; and in the case of purchase orders or sales orders in excess of $100,000, individually. (B) all Contracts that require a Seller Entity to purchase or sell a stated portion of the requirements or outputs of its business or that contain "take or pay" provisions; (vC) all Contracts (1) involving aggregate consideration in excess of $100,000 that provide for the indemnification of any agreement other Person or (2) that provide for the assumption of indemnification any Tax, environmental or guaranty to other Liability of any Person; (viD) all Contracts that relate to the acquisition or disposition of any agreement containing business, a material amount of stock or assets of any covenant limiting the freedom of Seller other Person or any Insignia Subsidiary to engage in any line real property (whether by merger, sale of business stock, sale of assets or in any geographic territory or to compete with any Person, or which grants to any Person any exclusivity to any geographic territory, any customer, or any product or serviceotherwise); (viiE) any agreement relating to capital expenditures all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, sales representative, market research, marketing, consulting and involving future payments in excess of $10,000advertising Contracts; (viiiF) any agreement all Contracts with customers; (G) all employment agreements and Contracts with independent contractors or consultants (or similar arrangements); (H) all Contracts relating to the disposition of assets Indebtedness (including guarantees); (I) all Contracts relating to swap, hedging, forward exchange or other derivative arrangements; (J) all Contracts with any interest Governmental Entity; (K) all Contracts not made in any business enterprise outside the ordinary course of Seller's business, including any Contract containing a covenant not to compete or not to solicit or limiting or purporting to limit the method or scope of conduct of the Acquired Business or preventing any Seller or Seller Entity from engaging freely in any part of the Acquired Business anywhere in the world, in each case binding on a Seller or Seller Entity, or any Insignia Subsidiary's business employees or other service providers of any agreement relating to the acquisition of assets or any interest in any business enterpriseSeller Entity; (ixL) any mortgagesall joint venture, indentures, loans partnership or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of creditsimilar Contracts; (xM) all Contracts for the sale of any of the Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase order or contract (including for services) involving $10,000 or moreany of the Assets; (xiN) all Contracts between (1) a Seller Entity or any of its Affiliates, on the one hand, and (2) any dealerSeller, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant agreement; (xii) any joint venture, partnership, strategic alliance or other agreement involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (xiii) any agreement pursuant to which Seller or any Insignia Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to use or acquire source code, including any agreements which provide for source code escrow arrangements; (xiv) any sales representative, original equipment manufacturer, value added re-seller, remarketer or other agreement for distribution of Seller's or any Insignia Subsidiary's products or services, or the products or services of any other Person; (xv) any agreement pursuant to which Seller or any Insignia Subsidiary has advanced or loaned any amount to any Shareholder or Person holding an ownership interest in any Insignia Subsidiary, or any director, officer, Employeeemployee or other service provider of a Seller Entity, any of such individual's family members, or consultant any of Seller their respective Affiliates, on the other hand; (O) all powers of attorney with respect to the Acquired Business; (P) all collective bargaining agreements or Contracts with any union, works council or labor organization; (Q) all Contracts with respect to Intellectual Property, Software, or Source Code, including (1) Contracts with current or former employees, consultants, or contractors regarding the ownership, use, protection or nondisclosure of any Insignia SubsidiaryIntellectual Property, Software, or Source Code and (2) any Contract relating to the licensing of Intellectual Property, Software, or Source Code by a Seller Entity from or to a third party (except licenses for commercially available, unmodified, off-the-shelf software purchased or licensed for less than a total cost of $25,000 in the aggregate entered into by a Seller Entity in the ordinary course of business); (R) all Contracts that (1) cannot be terminated by a Seller Entity unless it provides advance notice of 30 days or more, or (2) cannot be terminated by a Seller Entity without incurring a fee, penalty, charge, payment or prepayment obligation; (S) all other than business travel advances Contracts that are material to the Assets or the operation of the Acquired Business and not previously disclosed pursuant to this Section 3.1(k)(i); and (T) any outstanding binding commitment to enter into any Contract of the type described in subsections (A) through (S) of this Section 3.1(k)(i). (i) Part 3.1(k)(ii) of the Disclosure Schedule lists the backlog of committed sales orders of the Seller Entities with customers, in each case as of two days prior to the Effective Date. (ii) The Contracts listed or required to be listed on Part 3.1(k)(i) of the Disclosure Schedule and all purchase orders and sales orders entered into in the ordinary course of business consistent with past practice; (xvi) any commitment and all Assumed Contracts are collectively referred to any customer or third party to deliver products or services, including all end-user licenses; (xvii) any commitment to any customer or third party to provide support or maintenance, to develop or customize any product or service, or to provide, support, customize or develop any third-party product, service or platform, other than those included in Schedule 4.12(q); (xviii) any contractual obligations that as the "Seller would be required to disclose pursuant to Item 303(a)(5Contracts." Except as set forth on Part 3.1(k)(i) of Regulation S-K promulgated under the Exchange Act; Disclosure Schedule, (xixA) each proposed agreement as to which any bid, offer, written proposal, term sheet or similar document has been submitted or received by Seller; or (xx) any other agreement that involves $10,000 or more or the Seller is not cancelable in breach of or default under any Seller Contract, (B) to the Knowledge of the Seller, no counterparty is in breach of or default under any Seller Contract, and (C) all certifications and representations submitted by or on behalf of the Seller or an Insignia Subsidiary without penalty within 60 days. (b) Each in connection with any Seller Contract is in full force were true and effect correct when given and is validall notices regarding the updating of such certifications and representations have been given if required. Except as set forth on Part 3.1(k)(i) of the Disclosure Schedule, all of the Seller Contracts are binding and enforceable against each party thereto in accordance with its terms. Seller their respective terms and each of the Insignia Subsidiaries are in compliance with transactions contemplated by this Agreement and have the other Transaction Documents will not breached, violated afford any other party the right to terminate or defaulted under, or received notice that they have breached, violated or defaulted under, make any of modifications to the terms or conditions of any such Seller Contract, nor does Seller have Knowledge of any event or occurrence that would constitute such a breach, violation or default (with or without the lapse of time, giving of notice or both) or Knowledge of any default by any third party. The Seller has provided complete made available to the Buyer true and accurate correct copies of all Seller Contracts (together with all amendments, waivers or other changes thereto) set forth or required to Purchaserbe set forth on Part 3.1(k)(i) of the Disclosure Schedule.

Seller Contracts. (a) Schedule 4.14 lists each of the following types of Seller Contracts (including names of parties and date of execution): (i) any collective bargaining agreement; (ii) any employment or consulting agreement, contract or commitment with any officer, director, Employee, contractor, consultant, advisor or member of Seller's ’s or any Insignia Subsidiary's ’s board of directors; (iii) any fidelity or surety bond or completion bond; (iv) any lease of personal property having a value individually in excess of $10,000; (v) any agreement of indemnification or guaranty to any Person; (vi) any agreement containing any covenant limiting the freedom of Seller or any Insignia Subsidiary to engage in any line of business or in any geographic territory or to compete with any Person, or which grants to any Person any exclusivity to any geographic territory, any customer, or any product or service; (vii) any agreement relating to capital expenditures and involving future payments in excess of $10,000; (viii) any agreement relating to the disposition of assets or any interest in any business enterprise outside the ordinary course of Seller's ’s or any Insignia Subsidiary's ’s business or any agreement relating to the acquisition of assets or any interest in any business enterprise; (ix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of credit; (x) any purchase order or contract (including for services) involving $10,000 or more; (xi) any dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site or merchant agreement; (xii) any joint venture, partnership, strategic alliance or other agreement involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (xiii) any agreement pursuant to which Seller or any Insignia Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to use or acquire source code, including any agreements which provide for source code escrow arrangements; (xiv) any sales representative, original equipment manufacturer, value added re-seller, remarketer or other agreement for distribution of Seller's ’s or any Insignia Subsidiary's ’s products or services, or the products or services of any other Person; (xv) any agreement pursuant to which Seller or any Insignia Subsidiary has advanced or loaned any amount to any Shareholder or Person holding an ownership interest in any Insignia Subsidiary, or any director, officer, Employee, or consultant of Seller or of any Insignia Subsidiary, other than business travel advances in the ordinary course of business consistent with past practice; (xvi) any commitment to any customer or third party to deliver products or services, including all end-user licenses; (xvii) any commitment to any customer or third party to provide support or maintenance, to develop or customize any product or service, or to provide, support, customize or develop any third-party product, service or platform, other than those included in Schedule 4.12(q); (xviii) any contractual obligations that Seller would be required to disclose pursuant to Item 303(a)(5) of Regulation S-K promulgated under the Exchange Act; (xix) each proposed agreement as to which any bid, offer, written proposal, term sheet or similar document has been submitted or received by Seller; or (xx) any other agreement that involves $10,000 or more or is not cancelable by Seller or an Insignia Subsidiary without penalty within 60 days. (b) Each Seller Contract is in full force and effect and is valid, binding and enforceable against each party thereto in accordance with its terms. Seller and each of the Insignia Subsidiaries are in compliance with and have not breached, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any such Seller Contract, nor does Seller have Knowledge of any event or occurrence that would constitute such a breach, violation or default (with or without the lapse of time, giving of notice or both) or Knowledge of any default by any third party. Seller has provided complete and accurate copies of all Seller Contracts to Purchaser.

Seller Contracts. (a) Schedule 4.14 lists each 5.12(a) sets forth an accurate, correct and complete list of all Seller Contracts relating to the Purchased Assets to which any of the following types of Seller Contracts descriptions set forth below may apply (including names of parties and date of executionthe “Material Contracts”): (i) any collective bargaining agreementReal Property Lease or contract affecting any right, title, or interest in or to real property; (ii) any employment contract for the purchase of materials, supplies, goods, services, equipment or consulting agreementother assets providing for annual payments by Seller of, contract or commitment with any officerpursuant to which in the last twelve (12) months Seller paid, director, Employee, contractor, consultant, advisor in the aggregate $50,000 or member of Seller's or any Insignia Subsidiary's board of directorsmore; (iii) any fidelity sales, distribution or surety bond other similar agreement providing for the sale by Seller of materials, supplies, goods, services, equipment or completion bondother assets that provide for annual payments to Seller of, or pursuant to which in the last year Seller received, in the aggregate $25,000 or more; (iv) any lease of personal property having a value individually in excess of $10,000partnership, joint venture or other similar contract arrangement or agreement; (v) any agreement contract relating to indebtedness for borrowed money or the deferred purchase price of indemnification property (whether incurred, assumed, guaranteed or guaranty secured by any asset), except contracts relating to any Personindebtedness incurred in the ordinary course of business in an amount not exceeding $25,000; (vi) any agreement containing guaranty of any covenant limiting the freedom of Seller or any Insignia Subsidiary to engage in any line of business or in any geographic territory or to compete with any Person, or which grants to any Person any exclusivity to any geographic territory, any customer, or any product or servicethird-party obligation; (vii) any agreement relating under which Seller has advanced or agreed to capital expenditures and involving future payments in excess of $10,000advance money or has agreed to lease any property, real or personal, either as lessee or lessor; (viii) any agreement relating to the disposition of assets or any interest in any business enterprise outside the ordinary course of Seller's or any Insignia Subsidiary's business or any agreement relating to the acquisition of assets or any interest in any business enterpriseall employment and consulting agreements, employee benefit, bonus, pension, profit-sharing, membership unit option, membership unit purchase and similar plans and arrangements; (ix) any mortgageslicense, indenturessublicense, loans or credit agreementsoption for a license or sublicense, security agreements technology transfer, franchise or other agreements agreement in respect of any Seller Intellectual Property or instruments relating to the borrowing of money other property owned or the extension of creditused by Seller other than “shrink wrap” or “click wrap” licenses for commercially available software; (x) any purchase order or contract (including for services) involving $10,000 or morerelating to outgoing development licenses; (xi) any agency, dealer, distribution, joint marketing (including any pilot program), development, content provider, destination site sales representative or merchant other similar agreement; (xii) any joint venture, partnership, strategic alliance contract or other agreement involving document that limits the sharing freedom of profits, losses, costs Seller to compete in any line of business or liabilities with any Person or in any developmentarea to own, data-sharingoperate, marketingsell, resaletransfer, distribution pledge or similar arrangement relating to otherwise dispose of or encumber any product or serviceasset of Seller and that would so limit the freedom of Purchaser after the Closing Date; (xiii) any agreement pursuant to which Seller or any Insignia Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to use or acquire source code, including any agreements which provide for source code escrow arrangementsGrants; (xiv) any sales representativecontract with respect to the discharge, original equipment manufacturerstorage or removal of effluents, value added re-seller, remarketer waste or other agreement for distribution of Seller's or any Insignia Subsidiary's products or services, or the products or services of any other Personpollutants; (xv) any agreement pursuant to which Seller power of attorney or proxy or similar instrument; (xvi) any Insignia Subsidiary has advanced confidentiality agreements and/or assignment of invention agreements with third parties; (xvii) any other contract or loaned any amount to any Shareholder or Person holding an ownership interest in any Insignia Subsidiary, or any director, officer, Employee, or consultant of Seller or of any Insignia Subsidiary, other than business travel advances commitment not made in the ordinary course of business consistent with past practice; (xvi) any commitment that is material to any customer or third party to deliver products or services, including all end-user licenses; (xvii) any commitment to any customer or third party to provide support or maintenance, to develop or customize any product or service, or to provide, support, customize or develop any third-party product, service or platform, other than those included in Schedule 4.12(q);the Business; or (xviii) any contractual obligations that Seller currently proposed arrangement of a type that, if entered into, would be required to disclose pursuant to Item 303(a)(5a contract described in (i) of Regulation S-K promulgated under the Exchange Act; – (xixxvii) each proposed agreement as to which any bid, offer, written proposal, term sheet or similar document has been submitted or received by Seller; or (xx) any other agreement that involves $10,000 or more or is not cancelable by Seller or an Insignia Subsidiary without penalty within 60 daysabove. (b) Seller has made available through a digital workspace provided by “Intralinks” or otherwise, or delivered to Purchaser accurate, correct and complete copies of each Material Contract that has been reduced to writing and a written summary of each oral agreement, including all amendments, supplements, modifications and waivers thereof. (c) Each Seller Material Contract is currently valid and in full force and effect effect, and is valid, binding and enforceable against each party thereto by Seller in accordance with its terms. (d) (i) Seller is not in material default, and to Seller’s Knowledge, no other party is in material default, under any Material Contract. Seller and each of the Insignia Subsidiaries are in compliance with and have not breachedTo Seller’s Knowledge, violated or defaulted under, or received notice that they have breached, violated or defaulted under, any of the terms or conditions of any such Seller Contract, nor does Seller have Knowledge of any no event or occurrence has occurred that would constitute such a breach, violation or default (with or without the notice or lapse of time, giving of notice ) (A) result in a material violation or both) or Knowledge material breach of any of the provisions of any Material Contract; (B) give any Person the right to declare a default by under any third party. Seller has provided complete and accurate copies Material Contract; (C) give any Person the right to accelerate the maturity or performance of all Seller Contracts any Material Contract or to Purchaser.cancel, terminate or materially modify any Material Contract; or (D) otherwise cause a Material Adverse Change in connection with any Material Contract; and