Common use of Specified Contracts Clause in Contracts

Specified Contracts. (a) Each Contract described below in this Section 3.17(a) under which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise), or to which any of their respective properties, rights or assets is subject, is referred to herein as a “Specified Contract”: (i) any partnership, joint venture, strategic alliance or similar Contract (other than Contracts solely between or among the Company and/or wholly owned Company Subsidiaries); (ii) each Contract not otherwise described in any other subsection of this Section 3.17(a) that is reasonably expected to involve future capital or similar expenditures by the Company or any Company Subsidiary of more than $25 million in any twelve (12)-month period following the date hereof; (iii) each Contract (including with customers and suppliers) that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $25 million in any twelve (12)-month period following the date hereof, or has resulted in the receipt or making of such payments in the twelve (12)-month period preceding the date hereof; (iv) each Contract relating to outstanding Indebtedness (or commitments for Indebtedness) of the Company or any of the Company Subsidiaries in an amount in excess of $50 million other than (A) Contracts solely among the Company and any wholly owned Company Subsidiary, and (B) letters of credit and guarantees of payment, performance and other obligations to vendors, suppliers or customers entered into in the ordinary course of business consistent with past practice; (v) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (vi) any Contract (excluding (A) licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms, and (B) licenses granted by third parties in the ordinary course of business consistent with past practice to the extent necessary for the manufacture by the Company or its Subsidiaries of products for such third parties) under which the Company or any Company Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party; (vii) any Contract (excluding non-exclusive licenses granted to manufacturers of any of the Company Products in the ordinary course of business consistent with past practice to the extent required to accomplish such manufacturing) under which the Company or any Company Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property (including any development thereof); (viii) any Contract that (A) contains a right of first refusal, first offer or first negotiation, or (B) contains any exclusivity provisions or provisions restricting or limiting the right or ability of the Company or any of the Company Subsidiaries (or that would restrict Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to compete or transact in any business or with any Person or in any geographic area or to supply, sell or distribute any product, service or Intellectual Property; (ix) any Contract that contains any “most favored nation” or similar terms (including if such terms would apply to Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time); (x) any Contract that is a settlement, conciliation or similar agreement that (A) restricts the activities or any business of, or imposes non-monetary obligations upon, the Company or any Company Subsidiaries (or would restrict or impose such obligations on Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time), or (B) requires the Company or any of the Company Subsidiaries (or would require Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to pay more than $10 million after the date of this Agreement or admit to any wrongdoing; (xi) with any Governmental Entity that is material to the conduct of the business of the Company or any Company Subsidiary; or (xii) any Contract not otherwise described in any other subsection of this Section 3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Specified Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no other party to any Specified Contract is in breach of or default under the terms of any Specified Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as had not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Specified Contract is a valid and binding obligation of the Company or the Company Subsidiary that is a party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, except as may be limited by Bankruptcy and Equity Exceptions.

Specified Contracts. (a) Each Contract described below in this Section 3.17(aExcluding the Leases, Schedule 3.10(a) under which sets forth a complete and accurate list of all of the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise), or following Contracts to which any of their respective propertiesAcquired Company is a party or bound, rights in each case (such Contracts that are listed or assets is subjectrequired to be listed on Schedule 3.10(a), is together with the IP Licenses, are herein referred to herein as a the “Specified ContractContracts”:): (i) any partnership, joint venture, strategic alliance or similar Contract Reinsurance Agreements relating to the Business (other than Contracts solely between or among the Company and/or wholly owned Company Subsidiaries“Reinsurance Documentation”); (ii) any Contract involving aggregate consideration in excess of $125,000 with respect to any Acquired Company individually or $1,000,000 with respect to the Acquired Companies in the aggregate, in each Contract not otherwise described in any other subsection of this Section 3.17(a) that is reasonably expected to involve future capital or similar expenditures by the Company or any Company Subsidiary of more than $25 million case, in any twelve (12)-month 12) month period following and that require such Acquired Company or the date hereofAcquired Companies bound thereby to purchase any product or service from a third party; (iii) each any Contract (including 1) with customers and suppliersany Business Employee or former employee of any Acquired Company related to such Person’s employment or severance (excluding any offer letter of employment entered into in the Ordinary Course) that contains representations, covenants, indemnities an obligation to pay more than $150,000 per calendar year or other obligations (including “earn-out” or other contingent payment obligations2) providing for the engagement of individual independent contractors providing services to the Business that would reasonably be expected contains an obligation to result in the receipt or making of future payments in excess of pay more than $25 million in any twelve (12)-month period following the date hereof, or has resulted in the receipt or making of such payments in the twelve (12)-month period preceding the date hereof150,000 per calendar year; (iv) each any Contract relating to outstanding Indebtedness under which any Acquired Company is (1) lessee of or commitments for Indebtedness) of holds or operates any tangible personal property (excluding vehicles), owned by any other Person, and the Company or any of the Company Subsidiaries in an amount in annual payments under such Contract excess of $50 million other than 100,000 or (A2) Contracts solely among the Company and lessor of or permits any wholly Person to hold or operate any tangible personal property (excluding vehicles) owned Company Subsidiary, and (B) letters of credit and guarantees of payment, performance and other obligations to vendors, suppliers or customers entered into in the ordinary course of business consistent with past practicecontrolled by an Acquired Company; (v) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the any Acquired Company or any Company Subsidiary has an obligation subcontracts work to indemnify such officer, director, affiliate or family membera Person in connection with its respective Business; (vi) any Contract (excluding (A) licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms, and (B) licenses granted by third parties in the ordinary course of business consistent with past practice to the extent necessary for the manufacture by the Company or its Subsidiaries of products for such third parties) under which the Company or any Company Subsidiary is granted any licensesale, option transfer, purchase, acquisition or other right disposition of any material assets or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property Equity Interests of a third partyparty (other than an Insider) or for any right of first refusal or similar right or obligation to sell, transfer, purchase, acquire or otherwise dispose of any material assets or Equity Interest of a third party (other than an Insider), in each case, under which there are outstanding rights or obligations of any party thereto; (vii) any Contract (excluding non-exclusive licenses granted to manufacturers that involves the payment or receipt of any of the Company Products in the ordinary course of business consistent with past practice to the extent required to accomplish such manufacturing) under which the Company earn-out or any Company Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property (including any development thereof)similar contingent payment; (viii) any Contract that (A) contains is a right guarantee of first refusal, first offer or first negotiation, or (B) contains any exclusivity provisions or provisions restricting or limiting the right or ability of the Company or any of the Company Subsidiaries (or that would restrict Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to compete or transact in any business or with any Person or in any geographic area or to supply, sell or distribute any product, service or Intellectual PropertyIndebtedness; (ix) any Contract that contains any “most favored nation” or similar terms related to an Insider Transaction (including if such terms would apply to Broadcom, Holdco or any Broadcom Subsidiary after the Effective Timeas defined below); (x) any Contract related to the provisions of management services to any Acquired Company; (xi) any Contract that (1) requires the Business or any Acquired Company to deal exclusively with the counterparty with respect to marketing, sales, franchising, or distribution or (2) prohibits or restricts any Acquired Company from competing in any jurisdiction or market; (xii) any Contract pursuant to which any Acquired Company agrees to indemnify any Person not an Insider (other than customary indemnification obligations set forth in commercial Contracts entered into in the Ordinary Course); (xiii) any Contract that is a settlement, conciliation or similar agreement that (A) restricts the activities Contract with any Governmental Entity or third party pursuant to which any business of, or imposes non-monetary obligations upon, the Acquired Company or will have any Company Subsidiaries (or would restrict or impose such obligations on Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time), or (B) requires the Company or any of the Company Subsidiaries (or would require Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to pay more than $10 million material outstanding obligation after the date of this Agreement or admit to any wrongdoingAgreement; (xixiv) with any Governmental Entity that is material to Contract for the conduct settlement of the business any Proceeding in excess of the Company $50,000 or any Company SubsidiaryThreatened Proceeding in excess of $75,000; or (xiixv) any Contract not otherwise described in that provides for any other subsection of this Section 3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Companyjoint venture, partnership or similar arrangement. (b) Neither Each Specified Contract and all Contractual Liability Insurance Policies (“CLIP”) relating to the TCA Business, including any CLIP relating to any and all service contract obligations assumed by LCA (each CLIP shall be deemed a Specified Contract for purposes of this Agreement) have been made available to Buyer. Each Specified Contract set forth on Schedule 3.10(a) is valid, binding, and enforceable against the applicable Acquired Company, and to Acquired Companies’ Knowledge, each other party thereto, in accordance with their respective terms except as the enforceability thereof may be limited by Enforceability Exceptions. Except as set forth on Schedule 3.10(a), no Acquired Company nor any Company Subsidiary is in default or breach under, or in receipt of any written claim of default or breach under, any Specified Contract and, to Acquired Companies’ Knowledge, no other party thereto is in default or breach thereunder. No event has occurred that (with the passage of time or the giving of notice or both) would reasonably be expected to result in a default or breach by any Acquired Company, or to Acquired Companies’ Knowledge, any other party thereto, under any Specified Contract. No Acquired Company has received any written notice that any other party to a Specified Contract intends not to renew, or to breach, cancel, terminate, or renegotiate the existing terms of any Specified Contract where that would adversely affect such breach Specified Contract. (c) None of the Reinsurance Documentation are finite reinsurance, financial reinsurance or default such other form of reinsurance that does not meet the risk transfer requirements under applicable Laws. Each of the Reinsurance Documentation has had or would reasonably be expected to have, individually or been properly characterized and accounted for in the aggregateLCC Statutory Statements in accordance with SAP and no Governmental Entity has objected to such characterization and accounting. All treaties or agreements related to Reinsurance Documentation ceded or assumed are in full force and effect and there is no present default under any such Reinsurance Documentation, a Company Material Adverse Effect. To the knowledge and LCC, as of the Companydate hereof, no other party to has not received any Specified Contract is in breach written notice of termination of or default under the terms of any Specified Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as had not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Specified Contract is a valid and binding obligation of the Company or the Company Subsidiary that is a party thereto and, to the knowledge of the Company, of each other party thereto, and is in full force and effect, except as may be limited by Bankruptcy and Equity ExceptionsReinsurance Documentation.

Specified Contracts. Except as set forth in Section 3.8 of the Company Disclosure Sched- ule, there have been made available to Parent and its representatives true, correct and complete copies of all of the following contracts to which Company or any of its Subsidiaries is a party or by which any of them is bound (acollectively, the "Specified Contracts"): (i) Each Contract described below contracts with any directors and those persons identified in this the last sentence of Section 3.17(a3.1(a); (ii) under collective bargain- ing agreements for which the Company or any Company Subsidiary has any current or future rights, responsibilities, obligations or liabilities (in each case, whether contingent or otherwise), or to which any of their respective properties, rights or assets its domes- tic Subsidiaries is subject, is referred to herein as a “Specified Contract”: (i) any partnership, joint venture, strategic alliance or similar Contract (other than Contracts solely between or among the Company and/or wholly owned Company Subsidiaries); (ii) each Contract not otherwise described in any other subsection of this Section 3.17(a) that is reasonably expected to involve future capital or similar expenditures by the Company or any Company Subsidiary of more than $25 million in any twelve (12)-month period following the date hereof; party; (iii) each Contract pending contracts (including with customers and suppliersA) that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in for the receipt or making sale of future payments in excess of $25 million in any twelve (12)-month period following the date hereof, or has resulted in the receipt or making of such payments in the twelve (12)-month period preceding the date hereof; (iv) each Contract relating to outstanding Indebtedness (or commitments for Indebtedness) of the assets of Company or any of the Company Subsidiaries in an amount in excess of $50 million its Subsidiaries, other than (A) Contracts solely among the Company and any wholly owned Company Subsidiary, and (B) letters of credit and guarantees of payment, performance and other obligations to vendors, suppliers or customers contracts entered into in the ordinary course of business consistent with past practice; (v) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (vi) any Contract (excluding (A) licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms, and (B) licenses granted by third parties for the grant to any person of any preferential rights to purchase any of its assets, other than in the ordinary course of business consistent with past practice to the extent necessary for the manufacture by the Company or its Subsidiaries of products for such third partiesbusi- ness; (iv) under contracts which restrict, in any material respect, the Company or any of its Subsidiaries from competing in any line of business or with any person in any geographical area; (v) indentures, credit agreements, security agreements, mortgages, guarantees, promissory notes and other contracts relating to the borrowing of money involving indebtedness for borrowed money, in each case, in excess of $2,500,000; (vi) contracts with any stockholders of Company Subsidiary is granted any license, option beneficially owning 5% or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property more of a third party; the Company's outstanding capital stock on the date hereof; (vii) any Contract acquisition, merger, asset purchase or sale agreements with a purchase price in excess of $10,000,000 entered into since July 1, 1995 (excluding non-exclusive licenses granted to manufacturers other than agreements for the purchase and sale of any of the Company Products materials or products in the ordinary course of business consistent with past practice to the extent required to accomplish such manufacturing) under which the Company or any Company Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property (including any development thereofbusiness); ; (viii) contracts relating to any Contract that (A) contains a right of first refusalmaterial joint venture, first offer partnership, strategic alliance or first negotiation, or (B) contains any exclusivity provisions or provisions restricting or limiting the right or ability of the Company or any of the Company Subsidiaries (or that would restrict Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to compete or transact in any business or with any Person or in any geographic area or to supply, sell or distribute any product, service or Intellectual Property; other similar agreement; and (ix) any Contract that contains any “most favored nation” all other agreements, contracts or similar terms (including if such terms would apply to Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time); (x) any Contract that is a settlement, conciliation or similar agreement that (A) restricts the activities or any business of, or imposes non-monetary obligations upon, the Company or any Company Subsidiaries (or would restrict or impose such obligations on Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time), or (B) requires the Company or any of the Company Subsidiaries (or would require Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to pay more than $10 million after the date of this Agreement or admit to any wrongdoing; (xi) with any Governmental Entity that is material to the conduct of the business of the Company or any Company Subsidiary; or (xii) any Contract not otherwise described in any other subsection of this Section 3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Specified Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no other party to any Specified Contract is in breach of or default under the terms of any Specified Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as had not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Specified Contract is a valid and binding obligation of the Company or the Company Subsidiary that is a party thereto andinstruments entered into which, to the knowledge of the Company, are material to the Company and its Subsidiaries taken as a whole. A list of each other party thereto, and the Specified Contracts is in full force and effect, except as may set forth on Section 3.8 of the Company Disclosure Schedule. The provisions of this Section 3.8 shall be limited by Bankruptcy and Equity Exceptionsto the knowledge of the Company as they relate to its foreign Subsidiaries.

Specified Contracts. (a) Each Section 3.15(a) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date hereof, and the Company has made available true, correct and complete copies of, each Contract described below (other than Benefit Plans), which is in this Section 3.17(aeffect as of the date hereof (or pursuant to which the Company or any of its Subsidiaries has any continuing material obligations thereunder) and under which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound that: (i) procures products or services from a supplier of the Business pursuant to a contract between such supplier and the Company or a Subsidiary has with payments in excess of $10,000 in the twelve (12) month period ending on September 30, 2024 or provides Company products to a customer of the Business as of the date hereof; (ii) provides for or governs the formation, creation, operation, management or control of any current partnership or future rightsjoint venture that is material to the business of the Company and its Subsidiaries, responsibilitiestaken as a whole; (iii) involves the acquisition or disposition, obligations directly or liabilities indirectly (in each case, whether contingent by merger or otherwise), of a business or capital stock or other equity interest of another Person that has continuing contingent consideration payment obligations by the Company in excess of $50,000 in the aggregate in respect of such agreement; other than solely among wholly owned Subsidiaries of the Company, relates to indebtedness for borrowed money having an outstanding principal amount in excess of $50,000; or (iv) involves the settlement of any pending or threatened claim, action or proceeding which (1) requires payment obligations after the date hereof, in excess of $50,000 or (2) imposes any continuing material non-monetary obligations on the Company (which obligations shall include any monitoring or material reporting obligations to any other Person or any obligations that limit in any material respect the ability of the Company or any of their respective properties, rights or assets is subject, its Subsidiaries to operate the Business). Each Contract of the type described in clauses (i) through (iv) above is referred to herein as a “Specified Contract.”: (ib) any partnership, joint venture, strategic alliance or similar Contract (other than Contracts solely between or among the Company and/or wholly owned Company Subsidiaries); (ii) each Contract not otherwise described Except as set forth in any other subsection of this Section 3.17(a) that is reasonably expected to involve future capital or similar expenditures by the Company or any Company Subsidiary of more than $25 million in any twelve (12)-month period following the date hereof; (iii) each Contract (including with customers and suppliers) that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $25 million in any twelve (12)-month period following the date hereof, or has resulted in the receipt or making of such payments in the twelve (12)-month period preceding the date hereof; (iv) each Contract relating to outstanding Indebtedness (or commitments for Indebtedness3.15(b) of the Company or any of the Company Subsidiaries in an amount in excess of $50 million other than Disclosure Schedule, (Ai) Contracts solely among the Company and any wholly owned Company Subsidiary, and (B) letters of credit and guarantees of payment, performance and other obligations to vendors, suppliers or customers entered into in the ordinary course of business consistent with past practice; (v) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (vi) any Contract (excluding (A) licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms, and (B) licenses granted by third parties in the ordinary course of business consistent with past practice to the extent necessary for the manufacture by the Company or its Subsidiaries of products for such third parties) under which the Company or any Company Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party; (vii) any Contract (excluding non-exclusive licenses granted to manufacturers of any of the Company Products in the ordinary course of business consistent with past practice to the extent required to accomplish such manufacturing) under which the Company or any Company Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property (including any development thereof); (viii) any Contract that (A) contains a right of first refusal, first offer or first negotiation, or (B) contains any exclusivity provisions or provisions restricting or limiting the right or ability of the Company or any of the Company Subsidiaries (or that would restrict Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to compete or transact in any business or with any Person or in any geographic area or to supply, sell or distribute any product, service or Intellectual Property; (ix) any Contract that contains any “most favored nation” or similar terms (including if such terms would apply to Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time); (x) any Contract that is a settlement, conciliation or similar agreement that (A) restricts the activities or any business of, or imposes non-monetary obligations upon, the Company or any Company Subsidiaries (or would restrict or impose such obligations on Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time), or (B) requires the Company or any of the Company Subsidiaries (or would require Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to pay more than $10 million after the date of this Agreement or admit to any wrongdoing; (xi) with any Governmental Entity that is material to the conduct of the business of the Company or any Company Subsidiary; or (xii) any Contract not otherwise described in any other subsection of this Section 3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Specified Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no other party to any Specified Contract is in breach of or default under the terms of any Specified Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as had not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Specified Contract is a valid and binding obligation of on the Company or the Subsidiary of the Company Subsidiary that is a party thereto and, to the knowledge Knowledge of the CompanyBusiness, of each other party thereto, and is in full force and effect, except as may be limited by Bankruptcy subject to the Insolvency and Equity Exceptions, (ii) the Company and its Subsidiaries have complied in all material respects with all obligations required to be performed or complied with by them under each Specified Contract, (iii) there is no default under any Specified Contract by the Company or any of its Subsidiaries, or, to the Knowledge of the Business, by any other party thereto, and (iv) to the Knowledge of the Business, as of the date hereof, neither the Company nor any of its Subsidiaries has received any notice from any third party to any Specified Contract of any default, breach, termination, intended non-renewal, cancelation or material reduction in relationship under any Specified Contract.

Specified Contracts. (a) Each Except for this Agreement, the Patent Purchase Agreement and the Contracts filed prior to the date of this Agreement as exhibits to the Company SEC Reports, Section 4.8 of the Company Disclosure Schedule sets forth a list, as of the date hereof, of each Contract described below to which the Company or any of its Subsidiaries is a party: (i) that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC; (ii) that contains any non-competition or other agreement that limits the ability of the Company or any Company Subsidiary to compete in this Section 3.17(aany line of business, in any geographic area or with any Person, which limitation would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole, and other than distribution arrangements for specific geographic areas that Company enters into in the ordinary course of business; (iii) that would, individually or in the aggregate, prevent, materially delay or materially impair the Company’s ability to consummate the Transactions; (iv) that is (A) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or securing, as applicable, a principal amount of indebtedness for borrowed money of the Company and the Company Subsidiaries in excess of $1,500,000 outstanding on the date hereof, other than intercompany agreements, or (B) a guarantee of indebtedness for borrowed money of any third party with potential liability thereunder in excess of $1,500,000, other than intercompany agreements; (v) that is for the sale of any of its assets after the date hereof in excess of $1,500,000, other than the license of products and sale of services in the ordinary course of business; (vi) under which the Company and the Company Subsidiaries are required to make annual capital expenditures after the date hereof in excess of $1,500,000; (vii) containing a right of first refusal, right of first negotiation or right of first offer in favor of a party other than the Company and the Company Subsidiaries, which right would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole; (viii) other than intercompany agreements, (A) for the furnishing of services or the licensing of products (other than pursuant to a Customer License Agreement) under which the Company or any Company Subsidiary has the right to receive consideration in excess of $1,500,000 in any current twelve (12) month period after the date hereof, (B) for the receipt of third party services or future rightsfor the purchase of supplies, responsibilitiesproducts, obligations or liabilities (other personal property, in each casecase after the date hereof, whether contingent which requires payment by the Company or otherwiseany Company Subsidiary of consideration in excess of $1,000,000 in any twelve (12) month period after the date hereof, or (C) including the licensing or sublicensing of or right to distribute, Company Products through or with resellers, distributors, franchisees or other similar channel partners and under which the Company or any Company Subsidiary has the right to receive consideration in excess of $2,000,000 in any twelve (12) month period; (ix) pursuant to which the Company or any Company Subsidiary has entered into a partnership, joint venture or other similar arrangement with any Person other than the Company or a majority owned Company Subsidiary, which arrangement would reasonably be expected to be material to the Company and the Company Subsidiaries taken as a whole; (x) that is a severance agreement, retention agreement or employment agreement or other Contract with or in relation to an employee or former employee, executive officer or director of the Company or any Company Subsidiary providing for (under any circumstances) aggregate compensation in excess of $300,000 from the Company or any Company Subsidiary in any twelve (12) month period after the date hereof; (xi) that requires material future payments or expenditures relating to cleanup, abatement, remediation or similar actions in connection with material environmental liabilities incurred by the Company or any Company Subsidiary; (xii) other than intercompany agreements, pursuant to which the Company or any Company Subsidiary (A) is granted or obtains any right to use any material Intellectual Property, except for off-the-shelf Software, for which Intellectual Property the Company or any Company Subsidiary is or is reasonably expected to be obligated to make payments in excess of $200,000 per year, (B) except as set forth in (A) above, is restricted in its right to use or register any Company Owned Intellectual Property, which restriction would be reasonably expected to be material to the Company and the Company Subsidiaries taken as a whole, (C) discloses or otherwise agrees to give access to material and confidential Company Source Code, (other than Contracts (1) entered into with third party developers or consultants related to development of the Company Products at the Company or a Company Subsidiary’s direction, with third parties that receive Company Source Code in order to develop products compatible with any Company Products, or with escrow agents, and (2) Contracts related to the Novell Embedded Systems Technology (NEST)), or (D) has agreed to assign, transfer or sell ownership rights in or with respect to any material Company Owned Intellectual Property (collectively, the “IP Contracts”); (xiii) is a material Customer License Agreement pursuant to which the Company received over $2,000,000 in revenue in the Company’s fiscal year 2009; (xiv) that provides for the pending or future acquisition or disposition of any business or any material assets other than in the ordinary course of business (whether by merger, sale of stock or assets or otherwise) and involves consideration in excess of $1,500,000; or (xv) that is a collective bargaining agreement between the Company or any of their respective properties, rights its Subsidiaries and a labor union that was negotiated by the Company or assets is subject, any of its Subsidiaries. Each such Contract described in clauses (i)-(xv) is referred to herein as a “Specified Contract”:. (ib) any partnership, joint venture, strategic alliance or similar Contract (other than Contracts solely between or among the Company and/or wholly owned Company Subsidiaries); (ii) each Contract not otherwise described in any other subsection As of this Section 3.17(a) that is reasonably expected to involve future capital or similar expenditures by the Company or any Company Subsidiary of more than $25 million in any twelve (12)-month period following the date hereof; (iii) each Contract (including with customers and suppliers) that contains representations, covenants, indemnities or other obligations (including “earn-out” or other contingent payment obligations) that would reasonably be expected to result in the receipt or making of future payments in excess of $25 million in any twelve (12)-month period following the date hereof, except as would not have a Company Material Adverse Effect, (i) neither the Company nor any of the Company Subsidiaries is (and, to the Knowledge of the Company, no other party is) in breach or default under any Specified Contract (and no event has resulted in the receipt occurred with which notice or making lapse of such payments in the twelve (12)-month period preceding the date hereof; (iv) each Contract relating to outstanding Indebtedness (time or commitments for Indebtedness) of both would constitute a default or violation by the Company or any of the Company Subsidiaries in an amount in excess of $50 million other than thereunder), (A) Contracts solely among the Company and any wholly owned Company Subsidiary, and (B) letters of credit and guarantees of payment, performance and other obligations to vendors, suppliers or customers entered into in the ordinary course of business consistent with past practice; (vii) each Contract between the Company or any Company Subsidiary, on the one hand, and any officer, director or affiliate (other than a wholly owned Company Subsidiary) of the Company or any Company Subsidiary or any of their respective “associates” or “immediate family” members (as such terms are defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act), on the other hand, including any Contract pursuant to which the Company or any Company Subsidiary has an obligation to indemnify such officer, director, affiliate or family member; (vi) any Contract (excluding (A) licenses for commercial off-the-shelf computer software that are generally available on nondiscriminatory pricing terms, and (B) licenses granted by third parties in the ordinary course of business consistent with past practice to the extent necessary for the manufacture by the Company or its Subsidiaries of products for such third parties) under which the Company or any Company Subsidiary is granted any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property of a third party; (vii) any Contract (excluding non-exclusive licenses granted to manufacturers of any of the Company Products in the ordinary course of business consistent with past practice to the extent required to accomplish such manufacturing) under which the Company or any Company Subsidiary has granted to a third party any license, option or other right or immunity (including a covenant not to be sued or right to enforce or prosecute any patents) with respect to any Intellectual Property (including any development thereof); (viii) any Contract that (A) contains a right of first refusal, first offer or first negotiation, or (B) contains any exclusivity provisions or provisions restricting or limiting the right or ability of the Company or any of the Company Subsidiaries (or that would restrict Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to compete or transact in any business or with any Person or in any geographic area or to supply, sell or distribute any product, service or Intellectual Property; (ix) any Contract that contains any “most favored nation” or similar terms (including if such terms would apply to Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time); (x) any Contract that is a settlement, conciliation or similar agreement that (A) restricts the activities or any business of, or imposes non-monetary obligations upon, the Company or any Company Subsidiaries (or would restrict or impose such obligations on Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time), or (B) requires the Company or any of the Company Subsidiaries (or would require Broadcom, Holdco or any Broadcom Subsidiary after the Effective Time) to pay more than $10 million after the date of this Agreement or admit to any wrongdoing; (xi) with any Governmental Entity that is material to the conduct of the business of the Company or any Company Subsidiary; or (xii) any Contract not otherwise described in any other subsection of this Section 3.17(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company. (b) Neither the Company nor any Company Subsidiary is in breach of or default under the terms of any Specified Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the knowledge of the Company, no other party to any Specified Contract is in breach of or default under the terms of any Specified Contract where such breach or default has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as had not and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Specified Contract is a valid and binding obligation of the Company or the Company Subsidiary that is a party thereto and, to the knowledge of the Company, of each other party thereto, and Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company or a Company Subsidiary (except as such enforceability may be limited by Bankruptcy applicable bankruptcy, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and Equity Exceptionsremedies or by other equitable principles of general application (regardless of whether such enforceability is considered in a proceeding in equity or at law)), and to the Knowledge of the Company, of the other parties thereto, and (iii) neither the Company nor any of the Company Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened in writing to terminate, any Specified Contract. The Company has made available to Parent true and complete copies of each Specified Contract, including all material amendments thereto.