Common use of Significant Contracts Clause in Contracts

Significant Contracts. (a) Schedule 3.5(a) sets forth a true and complete list of the following Contracts to which the Company is a party or are otherwise bound (the Contracts within any of the following categories (whether or not set forth on such Schedule), the “Significant Contracts”): (i) all Contracts for the employment of any officer, individual employee or other Person on a full time, part-time or consulting providing annual compensation in excess of $50,000, other than any “at will” contract that may be terminated by the Company upon thirty (30) days’ or less advance notice without penalty or further Liability, or that provide for any payments to such Person or other Liabilities of the Company upon a termination of employment for any reason, and all Company Plans; (ii) all Contracts under which the Company is lessee of or holds, uses or operates any tangible property (other than real property), owned by any other Person, except for any Contract under which the aggregate annual rental payments do not exceed $10,000 and the total aggregate rental payments do not exceed $50,000; (iii) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use or operate any tangible property (other than real property), owned or controlled by the Company, except for any Contract under which the aggregate annual rental payments do not exceed $10,000 and the total aggregate rental payments do not exceed $50,000; (iv) customer Contracts for the largest ten (10) customers of the Company (by gross revenue) for each of the twelve (12) month period ended December 31, 2010 and the nine (9) month period ended September 30, 2011; (v) all supply Contracts that are not terminable by the Company upon ninety (90) days’ or less notice without penalty or further Liability to the Company and that require more than $25,000 in annual payments or more than $100,000 in total aggregate payments over the remainder of the term to be made by the Company; (vi) all Contracts that are terminable upon, or prohibit assignment upon, a change of control or ownership of the Company, a sale of the Company’s assets, or the transactions contemplated by this Agreement; (vii) any license or other agreement relating to Intellectual Property Rights, other than licenses for generally commercially available, “off-the-shelf” software with total annual license fees less than $10,000 and with total aggregate license fees less than $50,000; or (viii) any other Contract that is material to the Business. (b) To the Company’s knowledge, all Significant Contracts are valid, binding and enforceable in accordance with their terms against the Company and each other party thereto, and are in full force and effect. The Company has performed all material obligations imposed on it under such Contracts, and neither the Company nor any other party thereto is in material default thereunder, nor is there any event that with notice or lapse of time, or both, would constitute a material default by the Company or, to the knowledge of the Company, any other party thereunder. To the Company’s knowledge, there is no pending disagreement or dispute with any other party to any Significant Contract, nor is there any pending request or process for amendment of any Significant Contract. Accurate and complete copies of each written Significant Contract (and written summaries of the terms of any oral Significant Contract) have been delivered or otherwise made available to Buyer. As of the date of this Agreement, the Company has not received any notification that any party to a Significant Contract intends to cancel, terminate, materially modify, refuse to perform or refuse to renew such Contract (if such Contract is renewable) except as disclosed herein.

Significant Contracts. (a) Section 3.10 of the Disclosure Schedule 3.5(a) sets forth a true and complete accurate list of the following Contracts all Contracts, including all amendments and supplements thereto, to which the Company is a party or are otherwise bound (the Contracts within subject or bound, meeting any of the following categories (whether or not descriptions set forth on below (such Schedule)Contracts, the Real Property Leases and the Company IP Agreements are referred to herein collectively as the “Significant Contracts”): (i) all (A) Contracts for the employment of with any director, officer, individual employee or other Person on a full time, part-time or consulting independent contractor of the Company providing annual total compensation (or compensation opportunity) in excess of $50,00025,000, other than and (B) without limiting the foregoing, all Contracts with respect to severance, separation, change in control, retention or similar arrangements with any “at will” contract that may be terminated by the Company upon thirty (30) days’ director, officer, employee or less advance notice without penalty or further Liability, or that provide for any payments to such Person or other Liabilities independent contractor of the Company upon a termination of employment for any reason, and all Company PlansCompany; (ii) (A) All Contracts relating to, or pursuant to which the Company has incurred, any indebtedness for borrowed money, or under which a Lien (other than a Permitted Lien) has been imposed on any of the assets or properties of the Company, and (B) without limiting the foregoing, any and all outstanding letters of credit, surety bonds or any similar instruments which have been issued for the benefit of, or which secure obligations of, the Company or in respect of which the Company may have any obligation or liability thereunder; (iii) (A) All Contracts under which the Company is a lessee of or holds, uses holds or operates any tangible property (other than real property), owned by any other Person, except for any Contract under which the aggregate annual rental payments do not exceed $10,000 and the total aggregate rental payments do not exceed $50,000; (iiiB) all Contracts (other than customer Contracts) under which the Company is lessor of or permits any third party to hold, use hold or operate any tangible property (other than real property), owned or controlled by the Company, except (in the case of clauses (A) and (B)) for any such Contract under which the aggregate annual rental or similar payments do not exceed $10,000 and the total aggregate rental payments do not exceed $50,00025,000; (iv) customer (A) All Contracts for with the largest ten (10) largest vendors of the Company based on the aggregate amount paid by the Company for goods or services in each of the fiscal year ended December 31, 2023 and in the period commencing on January 1, 2024 and ending on August 31, 2024 (each a “Significant Vendor”), and (B) all Contracts with the ten (10) largest customers of the Company (determined based on the aggregate amount paid by gross revenue) such customer to the Company for goods or services in each of the twelve (12) month period fiscal year ended December 31, 2010 2023 and in the nine period commencing on January 1, 2024 and ending on August 31, 2024 (9) month period ended September 30, 2011each a “Significant Customer”); (vA) all supply Contracts that are not terminable relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company upon ninety of any operating business or material assets or the capital stock or equity interests of any other Person, (90B) days’ all Contracts relating to disposition (by merger, sale of stock or less notice without penalty assets or further Liability to otherwise) by the Company of any material asset, properties or rights other than any such disposition made in the ordinary course of business, and that require more than $25,000 in annual payments (C) all Contracts relating to any joint venture, partnership or more than $100,000 in total aggregate payments over the remainder of the term to be made by the Companysimilar arrangement; (vi) All Contracts with a Governmental Entity involving annual consideration paid to or by the Company in excess of $10,000; (A) All Contracts pursuant to which the Company has, directly or indirectly, guaranteed, acted as a surety for or provided credit or similar support, in each case in respect of the obligations of any other Person, and (B) all Contracts that are terminable uponpursuant to which any Person (other than the Company) has, directly or prohibit assignment uponindirectly, guaranteed, acted as a change surety for or otherwise provided credit or similar support, in each case in respect of control or ownership the obligations of the Company, a sale of the Company’s assets, or the transactions contemplated by this Agreement; (vii) any license or other agreement relating to Intellectual Property Rights, other than licenses for generally commercially available, “off-the-shelf” software with total annual license fees less than $10,000 and with total aggregate license fees less than $50,000; orand (viii) All Contracts containing (A) any other Contract non-solicitation covenant or agreement burdening the Company, (B) provisions limiting or purporting to contain limits on the ability of the Company to compete in any line of business of the Company or in any geographic area, (C) most favored nations, most favored customer or any similar provisions, and (D) any provisions that is material to contemplate the BusinessCompany charging any customer thereof on a “cost plus” or similar basis. (b) To Each Significant Contract is valid and binding on the Company’s knowledge, all Significant Contracts are valid, binding Company and enforceable in accordance with their its terms against the Company and and, to the Knowledge of the Company, each other party thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting or relating to creditors’ rights generally and are in full force and effectgeneral equitable principles. The Company and, to the Knowledge of the Company, each counterparty to a Significant Contract has performed all obligations required to be performed by it in all material obligations imposed on it respects under each such ContractsSignificant Contract. Except as set forth in Schedule 3.10(b) of the Disclosure Schedules, and neither no event has occurred or, to the Company nor any other party thereto is in material default thereunderKnowledge of the Company, nor is there any event that with circumstances exist (after notice or lapse of time, or both, ) that would constitute a material default by the Company orunder any Significant Contract; and, to the knowledge Knowledge of the Company, any other party thereunder. To the Company’s knowledgeno event has occurred or circumstances exist (after notice or lapse of time, there is no pending disagreement or dispute with any other party both) that would constitute a material default by a counterparty to any a Significant Contract, nor is there any pending request or process for amendment of Contract under any Significant Contract. Accurate The Company has delivered or caused to be delivered to the Buyer true, correct and complete copies of each written all of Significant Contract (and written summaries of the terms of any oral Significant Contract) have been delivered or otherwise made available to Buyer. As of the date of this Agreement, the Company has not received any notification that any party to a Significant Contract intends to cancel, terminate, materially modify, refuse to perform or refuse to renew such Contract (if such Contract is renewable) except as disclosed hereinContracts.

Significant Contracts. (a) Schedule 3.5(aExcept as set forth on Section 4.7(a) sets forth a true and complete list of the following Contracts to which Company Disclosure Schedules and except for this Agreement and any Lease, as of the date of this Agreement, no Group Company is a party to or are otherwise bound (the Contracts within any of the following categories (whether or not set forth on such Schedule), the “Significant Contracts”):by any: (i) all Contracts any Contract relating to the provision of merchant processing or settlement services (for the twelve-month period ending on the date of the Latest Balance Sheet) payable to the Company in excess of $100,000 (which calculation does not include amounts being processed for merchants); (ii) any Contract with any Payment Networks, Member Bank, or Processor, and/or any other agreement enabling any Group Company’s participation in any Payment Network; (iii) any Contract that obligates the Company to pay a revenue share or involves the sharing of profits, losses, costs or Liabilities in excess of $50,000 per annum; (iv) any Contract with any (A) Top Customer, (B) Top Referral Partner, (C) Top Supplier, (D) gateway services provider with anticipated annual expenditures in excess of $50,000 or (E) Payment Partner; (v) Contract for the purchase or sale by or to the Group Companies of services, products, supplies, or other assets or services after the date hereof that is for annual consideration of greater than $100,000 and cannot be cancelled by such Group Company with less than ninety (90) days’ notice; (vi) Contract for the employment or engagement of any officer, individual employee or other Person on a full timefull‑time, part-time time, employment, consulting, or consulting independent contractor basis providing for annual base compensation in excess of $50,000, 100,000 (other than any (A) “at will” contract that Contract with respect to which such person’s employment or engagement may be terminated by the any Group Company upon thirty (30) 30 days’ notice or less advance notice and without penalty any penalty, severance, retention or further Liabilitysimilar obligation, or that provide for any payments to such Person (B) Contract solely regarding confidentiality or other Liabilities ownership or assignment of the Company upon a termination of employment for any reason, and all Company PlansIntellectual Property Rights); (iivii) all Contracts Contract relating to Indebtedness for borrowed money; (viii) lease, rental or other Contract under which the any Group Company is lessee of or holdsholds or operates, uses or operates in each case, any tangible property (other than real property), owned by any other Person, except for any Contract lease or agreement under which the aggregate annual rental payments do not exceed $10,000 and the total aggregate rental payments do not exceed $50,000; (iiiix) all Contracts (lease, rental or other than customer Contracts) Contract under which the any Group Company is lessor of or permits any third party to holdhold or operate, use or operate in each case, any tangible property (other than real property), owned or controlled by any Group Company (excluding, for the Companyavoidance of doubt, except for any Contract under which use of equipment by a customer in connection with contracts entered into in the aggregate annual rental payments do not exceed $10,000 and the total aggregate rental payments do not exceed $50,000Ordinary Course of Business); (ivx) Contract prohibiting any Group Company from freely engaging in any line of business, whether or not in any geographic area, or competing with any Person, marketing any product or soliciting any vendor, customer Contracts for or employee (other than mutual obligations not to solicit the largest ten (10) customers employees of such Group Company, on the Company (by gross revenue) for each of the twelve (12) month period ended December 31one hand, 2010 and the nine other contracting party, on the other hand, entered into in the Ordinary Course of Business); 115787664v1 (9xi) month period ended September 30any Contract pursuant to which any Group Company has minimum purchase commitments or “take or pay” terms, 2011pursuant to which any Group Company grants any exclusive, preferential or similar relationship or pursuant to which any Group Company grants “most favored nation” status (or similar status) to any Person (whether in respect of pricing, discounts, benefits or otherwise); (vxii) Contract that has material outstanding obligations for (A) the disposition or acquisition of material assets or properties by any Group Company outside the Ordinary Course of Business, or (B) any merger, business combination, consolidation, recapitalization, restructuring, reorganization, dissolution or complete or partial liquidation to which any Group Company is a party or subject; (xiii) collective bargaining agreement or other labor-related Contract with any labor union, works council or other employee representative body; (xiv) Contract pursuant to which any Group Company has minimum sale obligations or that requires any Group Company to purchase of all supply Contracts that are not terminable by the or a material portion of any of such Group Company’s requirements for a given product or service from a given third party; (xv) Contract pursuant to which any Group Company upon ninety (90) days’ grants to any Person an option, right of first refusal, right of first offer, right of first negotiation, preemptive rights or less notice without penalty similar preferential rights to purchase or further Liability to the Company and that require more than $25,000 in annual payments or more than $100,000 in total aggregate payments over the remainder acquire any of the term to be made by the assets, Equity Securities or Indebtedness of any Group Company; (vixvi) all Contracts that are terminable upon, or prohibit assignment upon, a change of control or Contract concerning the ownership of the Company, a sale of the Company’s assets, Equity Securities or the transactions contemplated by this Agreementestablishment or operation of joint ventures or partnerships (other than (A) joint marketing or sales agreements entered in the Ordinary Course of Business and (B) any Governing Document of any Group Company); (viixvii) Contract granting any license or other agreement relating to Intellectual Property Rights, Person a Lien (other than licenses a Permitted Lien (excluding Liens described on the Permitted Lien Schedule)) on all or any part of any Group Company’s material assets or any of the Equity Securities of any Group Company; (xviii) Contract pursuant to which any Group Company acts as a guarantor for generally commercially availablethe Liabilities of another Person, “off-the-shelf” software directly or indirectly, with total annual license fees less than $10,000 and with total aggregate license fees less than $50,000or without contingency; or (viiixix) Contract with any Governmental Entity (other Contract that is than merchant agreements entered in the Ordinary Course of Business substantially in the form of one of the standard merchant agreements previously provided to Buyer without any material to the Businessmodification thereto). (b) To Each Contract required to be listed on Section 4.7(a) of the Company Disclosure Schedules, each Lease, each License Out, each License In and each Contract required to be listed on Section 4.19(a) of the Company Disclosure Schedules is referred to herein as a “Significant Contract”, and true, correct and complete copies of each Significant Contract have been made available to Buyer. Each Significant Contract is legal, valid and binding on the applicable Group Company, and, to the Company’s knowledgeKnowledge, all Significant Contracts are validthe counterparty thereto, binding and enforceable in accordance with their its terms against such Group Company, and, to the Company’s Knowledge, the counterparty thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth on Schedule 4.7(b) of the Company and each other party theretoDisclosure Schedules, and are in full force and effect. The no Group Company has performed all material obligations imposed on it under such Contractsis, and neither and, to the Company nor any other party thereto is in material default thereunderCompany’s Knowledge, nor is there any event that no counterparty is, (with notice or without the lapse of timetime or the giving of notice, or both) in default, would constitute a material default by breach, or possible or potential violation of or under any Significant Contract. 33 115787664v1 (c) Except as otherwise disclosed on Section 4.7(c) of the Company orDisclosure Schedules, as of the date hereof, to the knowledge Knowledge of the Company, no Group Company is actively participating in any other party thereunder. To the Company’s knowledge, there is no pending disagreement negotiations regarding material modification of or dispute with any other party material amendment to any Significant Contract, nor is there Contract or the entry into any pending request or process for amendment of any Significant Contract. Accurate and complete copies of each written new Significant Contract (and written summaries other than in the Ordinary Course of the terms of any oral Significant Contract) have been delivered or otherwise made available to Buyer. As of the date of this Agreement, the Company has not received any notification that any party to a Significant Contract intends to cancel, terminate, materially modify, refuse to perform or refuse to renew such Contract (if such Contract is renewable) except as disclosed hereinBusiness.