Common use of Specified Material Contracts Clause in Contracts

Specified Material Contracts. Except as set forth in Section 4.12(a) of the Disclosure Schedule, the Company is not a party to, does not have any obligations, rights or benefits under and none of its assets or properties are bound by any: (i) Contracts that purport to limit, curtail or restrict the ability of the Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its future Subsidiaries or Affiliates may do business; (ii) Contracts: (x) with any Employee and any offer letters for employment or consulting with the Company, that (A) provide for anticipated annual compensation or other payments in excess of $75,000 for any individual (other than employment offers terminable at will with no severance or acceleration liability), including any Contracts with individuals providing for any commission-based compensation in excess of such amount, (B) provide for the payment of non-qualified deferred compensation subject to Section 409A of the Code, or (C) provide for potential severance payments or other severance benefits; and (y) with any Consultant and any offer letters to enter into consulting agreements with the Company, that provide for anticipated annual payments in excess of $75,000 for any individual, including any Contracts with individuals providing for any commission-based payments in excess of such amount; (iii) Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement); (iv) Contracts with any present or former officer, member or manager of the Company, or any Affiliate of such officer, member or manager (other than Company Plans, but specifically including any employment agreements that are not terminable at will without severance or acceleration liability), including, but not limited to, any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, member, manager or Affiliate, in each case, other than advances or reimbursements for business expenses consistent with the Company’s policy and past practice; (v) Contracts under which the Company has advanced or loaned any money to any of the Employees or Affiliates of the Company where there is still an outstanding amount due to the Company under such Contract, other than advances or reimbursements for business expenses consistent with the Company’s policy and past practice; (vi) Contracts granting any power of attorney with respect to the affairs of the Company or otherwise conferring agency or other power or authority to bind the Company other than to officers and attorneys in the Ordinary Course of Business; (vii) Partnership or joint venture agreements; (viii) Contracts for the acquisition, sale or lease of all or a material portion of the properties or assets of any Person (including any ownership interest in any entity) other than in the Ordinary Course of Business; (ix) Contracts with a Governmental Authority; (x) Loan or credit agreements, indentures, notes or other Contracts evidencing indebtedness for borrowed money (contingent or otherwise) by the Company, or any Contracts pursuant to which indebtedness for borrowed money (contingent or otherwise) is guaranteed by the Company, or any guarantees of the foregoing by third parties for the Company’s benefit; (xi) Mortgages, pledges, security agreements, deeds of trust or other Contracts granting a Lien other than Permitted Lien on any material property or assets of the Company; (xii) Voting agreements or registration rights agreements relating to Company Units to which the Company is a party; (xiii) Lease or rental Contracts relating to personal property; (xiv) Contracts providing for indemnification by the Company other than (x) customary indemnities against breach of the obligations contained in such Contract that were entered into in the Ordinary Course of Business and (y) customary indemnities against infringement of Intellectual Property Rights contained in non-exclusive licenses entered into in the Ordinary Course of Business; (xv) Any Contract with any supplier or provider of goods or services that are incorporated into, or related to the development of, any Product and Service involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years (other than purchase orders for goods entered into in the Ordinary Course of Business); (xvi) Any Contracts to (x) provide services to any Person involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years, or (y) perform any service or sell or lease any product which grants the other party or any third party “most favored nation” status, “most favored customer” pricing, preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, or rights of first refusal or rights of first negotiation; (xvii) Contracts related to the manufacturing, transport, transfer, distribution or storage of any Product and Service involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years; (xviii) Contracts relating to capital expenditures and involving obligations after the Agreement Date in excess of $50,000 and not cancelable without penalty; (xix) Contracts relating to the disposition or acquisition of material assets or any ownership interest in any entity; (xx) Contracts with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Transactions; and (xxi) Contracts to enter into or negotiate the entering into of any of the foregoing.

Specified Material Contracts. Except as set forth in Section 4.12(a3.12(a) of the Disclosure Schedule, the Company is not a party to, does not have any obligations, rights or benefits under under, and none of its assets or properties are bound by any: (i) Contracts that purport to limit, curtail or restrict the ability of the Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its future Subsidiaries or Affiliates may do business; (ii) Contracts: (x) with any Employee and any offer letters for employment or consulting with the Company, that (A) provide for anticipated annual compensation or other payments in excess of $75,000 100,000 for any individual (other than employment offers terminable at will with no severance or acceleration liability), including any Contracts with individuals providing for any commission-based compensation in excess of such amount, (B) provide for the payment of non-qualified deferred compensation subject to Section 409A of the Code, or (C) provide for potential severance payments or other severance benefits; and (y) with any Consultant and any offer letters to enter into consulting agreements with the Company, that provide for anticipated annual payments in excess of $75,000 100,000 for any individual, including any Contracts with individuals providing for any commission-based payments in excess of such amount; (iii) Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement); (iv) Contracts with any present or former officer, member director or manager stockholder of the Company, or any Affiliate of such officer, member director or manager stockholder (other than Company Plans, but specifically including any employment agreements that are not terminable at will without severance or acceleration liability), including, but not limited to, any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, memberdirector, manager stockholder or Affiliate, in each case, other than advances or reimbursements for business travel and entertainment expenses consistent with the Company’s Company policy and past practice; (v) Contracts under which the Company has advanced or loaned any money to any of the Employees or Affiliates of the Company where there is still an outstanding amount due to the Company under such Contract, other than advances or reimbursements for business expenses consistent with the Company’s Company policy and past practicepractice (including, but not limited to, travel and entertainment); (vi) Contracts granting any power of attorney with respect to the affairs of the Company or otherwise conferring agency or other power or authority to bind the Company other than to officers and attorneys in the Ordinary Course of Business; (vii) Partnership or joint venture agreements; (viii) Contracts for the acquisition, sale or lease of all or a material portion of the properties or assets of any Person (including any ownership interest in any entity) other than in the Ordinary Course of Business; (ix) Contracts with a Governmental Authority; (x) Loan or credit agreements, indentures, notes or other Contracts evidencing indebtedness for borrowed money (contingent or otherwise) by the Company, or any Contracts pursuant to which indebtedness for borrowed money (contingent or otherwise) is guaranteed by the Company, or any guarantees of the foregoing by third parties for the Company’s benefit; (xi) Mortgages, pledges, security agreements, deeds of trust or other Contracts granting a Lien other than Permitted Lien on any material property or assets of the Company; (xii) Voting agreements or registration rights agreements relating to Company Units Stock to which the Company is a party; (xiii) Lease or rental Contracts relating to personal property; (xiv) Contracts providing for indemnification by the Company other than (x) customary indemnities against breach of the obligations contained in such Contract Contracts that were entered into in the Ordinary Course of Business and (y) customary indemnities against infringement of Intellectual Property Rights contained in non-exclusive licenses entered into in the Ordinary Course of Business; (xv) Any Contract with any supplier or provider of goods or services that are incorporated into, or related to the development of, any Product and Service involving consideration in excess of $50,000 60,000 in the current or either of the two (2) previous fiscal years (other than purchase orders for goods entered into in the Ordinary Course of Business); (xvi) Any Contracts to (x) provide services to any Person involving consideration in excess of $50,000 60,000 in the current or either of the two (2) previous fiscal years, or (y) perform any service or sell or lease any product which grants the other party or any third party “most favored nation” status, “most favored customer” pricing, preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, or rights of first refusal or rights of first negotiation; (xvii) Contracts related to the manufacturing, transport, transfer, distribution or storage of any Product and Service involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years; (xviii) Contracts relating to capital expenditures and involving obligations after the Agreement Date in excess of $50,000 60,000 and not cancelable without penalty; (xixxviii) Contracts relating to the disposition or acquisition of material assets or any ownership interest in any entity; (xx) Contracts with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Transactions; and (xxi) Contracts to enter into or negotiate the entering into of any of the foregoing.

Specified Material Contracts. Except as set forth in Section 4.12(a) of the Disclosure Schedule, the Company is not a party to, does not have any obligations, rights or benefits under and none of its assets or properties are bound by any: (i) Contracts that purport to limit, curtail or restrict the ability of the Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its future Subsidiaries or Affiliates may do business; (ii) Contracts: (x) with any Employee and any offer letters for employment or consulting with the Company, that (A) provide for anticipated annual compensation or other payments in excess of $75,000 USD$50,000 for any individual (other than employment offers terminable at will with no severance or acceleration liability), including any Contracts with individuals providing for any commission-based compensation in excess of such amount, (B) provide for the payment of non-qualified deferred compensation subject to Section 409A of the Code, or (C) provide for potential severance payments or other severance benefits; and (y) with any Consultant and any offer letters to enter into consulting agreements with the Company, that provide for anticipated annual payments in excess of $75,000 USD$50,000 for any individual, including any Contracts with individuals providing for any commission-based payments in excess of such amount; (iii) Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement); (iv) Contracts with any present or former officer, member director or manager stockholder of the Company, or any Affiliate of such officer, member director or manager stockholder (other than Company Plans, but specifically including any employment agreements that are not terminable at will without severance or acceleration liability), including, but not limited to, any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officerdirector, member, manager stockholder or Affiliate, in each case, other than advances or reimbursements for business travel and entertainment expenses consistent with the Company’s policy and past practice; (v) Contracts under which the Company has advanced or loaned any money to any of the Employees or Affiliates of the Company where there is still an outstanding amount due to the Company under such Contract, other than advances or reimbursements for business travel and entertainment expenses consistent with the Company’s policy and past practice; (vi) Contracts granting any power of attorney with respect to the affairs of the Company or otherwise conferring agency or other power or authority to bind the Company other than to officers and attorneys in the Ordinary Course of Business; (vii) Partnership or joint venture agreements; (viii) Contracts for the acquisition, sale or lease of all or a material portion of the properties or assets of any Person (including any ownership interest in any entity) other than in the Ordinary Course of Business; (ix) Contracts with a Governmental Authority; (x) Loan or credit agreements, indentures, notes or other Contracts evidencing indebtedness for borrowed money (contingent or otherwise) by the Company, or any Contracts pursuant to which indebtedness for borrowed money (contingent or otherwise) is guaranteed by the Company, or any guarantees of the foregoing by third parties for the Company’s benefit; (xi) Mortgages, pledges, security agreements, deeds of trust or other Contracts granting a Lien other than Permitted Lien on any material property or assets of the Company; (xii) Voting agreements or registration rights agreements relating to Company Units Capital Stock to which the Company is a party; (xiiii) Lease or rental Contracts relating to personal propertyproperty requiring aggregate payments by the Company of at least USD$10,000; (xivi) Contracts providing for indemnification by the Company other than (x) customary indemnities against breach of the obligations contained in such Contract that were entered into in the Ordinary Course of Business and (y) customary indemnities against infringement of Intellectual Property Rights contained in non-exclusive licenses entered into in the Ordinary Course of Business; (xvii) Any Contract with any supplier or provider of goods or services that are incorporated into, or related to the development of, any Product and Service involving consideration in excess of $50,000 USD$10,000 in the current or either of the two (2) previous fiscal years (other than purchase orders for goods entered into in the Ordinary Course of Business); (xviiii) Any Contracts to (x) provide services to any Person involving consideration in excess of $50,000 USD$10,000 in the current or either of the two (2) previous fiscal years, or (y) perform any service or sell or lease any product which grants the other party or any third party “most favored nation” status, “most favored customer” pricing, preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, or rights of first refusal or rights of first negotiation; (xviiiv) Contracts related to the manufacturing, transport, transfer, distribution or storage of any Product and Service involving consideration in excess of $50,000 USD$10,000 in the current or either of the two (2) previous fiscal years; (xviiiv) Contracts relating to capital expenditures and involving obligations after the Agreement Closing Date in excess of $50,000 USD$10,000 and not cancelable without penalty; (xixvi) Contracts relating to the disposition or acquisition of material assets or any ownership interest in any entity; (xxvii) Contracts with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Transactions; (viii) Contracts (other than as set forth above) that are material to the Company’s Products and Services or business; and (xxiix) Contracts to enter into or negotiate the entering into of any of the foregoing.

Specified Material Contracts. Except as set forth in Section 4.12(a) of the Disclosure Schedule, the Company is not a party to, does not have any obligations, rights or benefits under and none of its assets or properties are bound by any: (i) Contracts that purport to limit, curtail or restrict the ability of the Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its future Subsidiaries or Affiliates may do business; (ii) Contracts: (x) with any Employee and any offer letters for employment or consulting with the Company, that (A) provide for anticipated annual compensation or other payments in excess of $75,000 50,000 for any individual (other than employment offers terminable at will with no severance or acceleration liability), including any Contracts with individuals providing for any commission-based compensation in excess of such amount, (B) provide for the payment of non-qualified deferred compensation subject to Section 409A of the Code, or (C) provide for potential severance payments or other severance benefits; and (y) with any Consultant and any offer letters to enter into consulting agreements with the Company, that provide for anticipated annual payments in excess of $75,000 50,000 for any individual, including any Contracts with individuals providing for any commission-based payments in excess of such amount; (iii) Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement); (iv) Contracts with any present or former officer, member director or manager stockholder of the Company, or any Affiliate of such officer, member director or manager stockholder (other than Company Plans, but specifically including any employment agreements that are not terminable at will without severance or acceleration liabilityliability to the extent not included in subsection (ii) above), including, but not limited to, any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, memberdirector, manager stockholder or Affiliate, in each case, other than advances or reimbursements for business travel and entertainment expenses consistent with the Company’s Company policy and past practice; (v) Contracts under which the Company has advanced or loaned any money to any of the Employees or Affiliates of the Company where there is still an outstanding amount due to the Company under such Contract, other than advances or reimbursements for business travel and entertainment expenses consistent with the Company’s Company policy and past practice; (vi) Contracts granting any power of attorney with respect to the affairs of the Company or otherwise conferring agency or other power or authority to bind the Company other than to officers and attorneys in the Ordinary Course of Business; (vii) Partnership or joint venture agreements; (viii) Contracts for the acquisition, sale or lease of all or a material portion of the properties or assets of any Person (including any ownership interest in any entity) other than in the Ordinary Course of Business; (ix) Contracts with a Governmental Authority; (x) Loan or credit agreements, indentures, notes or other Contracts evidencing indebtedness for borrowed money (contingent or otherwise) by the Company, or any Contracts pursuant to which indebtedness for borrowed money (contingent or otherwise) is guaranteed by the Company, or any guarantees of the foregoing by third parties for the Company’s benefit; (xi) Mortgages, pledges, security agreements, deeds of trust or other Contracts granting a Lien other than Permitted Lien on any material property or assets of the Company; (xii) Voting agreements or registration rights agreements relating to Company Units Capital Stock to which the Company is a party; (xiii) Lease or rental Contracts relating to personal property; (xiv) Contracts providing for indemnification by the Company other than (x) customary indemnities against breach of the obligations contained in such Contract that were entered into in the Ordinary Course of Business and (y) customary indemnities against infringement of Intellectual Property Rights contained in non-exclusive licenses entered into in the Ordinary Course of Business; (xv) Any Contract with any supplier or provider of goods or services that are incorporated into, or related to the development of, any Product and Service involving consideration in excess of $50,000 25,000 in the current or either of the two (2) previous fiscal years (other than purchase orders for goods entered into in the Ordinary Course of Business); (xvi) (x) Any Contracts to (x) provide services to any Person involving consideration in excess of $50,000 25,000 in the current or either of the two (2) previous fiscal years, or (y) perform any service or sell or lease any product which grants the other party or any third party “most favored nation” status, “most favored customer” pricing, preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, or rights of first refusal or rights of first negotiation; (xvii) Contracts related to the manufacturing, transport, transfer, distribution or storage of any Product and Service involving consideration in excess of $50,000 25,000 in the current or either of the two (2) previous fiscal years; (xviii) Contracts relating to capital expenditures and involving obligations after the Agreement Date in excess of $50,000 25,000 and not cancelable without penalty; (xix) Contracts relating to the disposition or acquisition of material assets or any ownership interest in any entity; (xx) Contracts with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Transactions; (xxi) Contracts (other than as set forth above) that are material to the Company’s Products and Services or business; and (xxixxii) Contracts to enter into or negotiate the entering into of any of the foregoing.

Specified Material Contracts. Except as set forth in Section 4.12(a3.12(a) of the Disclosure Schedule, no member of the Company Group is not a party to, does not have has any obligations, rights or benefits under and none under, or has any of its assets or properties are bound by any: (i) Contracts that purport to limit, curtail or restrict the ability of any member of the Company Group or its respective Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom any member of the Company Group or any of its respective future Subsidiaries or Affiliates may do business; (ii) Contracts: (x) with any Employee and any offer letters for employment or consulting with any member of the CompanyCompany Group, that (A) provide for anticipated annual compensation or other payments in excess of $75,000 50,000 for any individual (other than employment offers terminable at will with no severance or acceleration liability), including any Contracts with individuals providing for any commission-based compensation in excess of such amount, or (B) provide for the payment of non-qualified deferred compensation subject to Section 409A of the Code, or (C) provide for potential severance payments or other severance benefits; and (y) with any Consultant and any offer letters to enter into consulting agreements with any member of the CompanyCompany Group, that provide for anticipated annual payments in excess of $75,000 50,000 for any individual, including any Contracts with individuals providing for any commission-based payments in excess of such amount; (iii) Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement); (iv) Contracts with any present or former officer, director or stockholder of any member or manager of the CompanyCompany Group, or any Affiliate of such officer, member director or manager stockholder (other than Company Plans, but specifically including any employment agreements that are not terminable at will without severance or acceleration liability), including, but not limited to, any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, memberdirector, manager stockholder or Affiliate, in each case, other than advances or reimbursements for business travel and entertainment expenses consistent with the CompanyCompany Group’s policy and past practice;; 51 (v) Contracts under which any member of the Company Group has advanced or loaned any money to any of the Employees or Affiliates of the Company Group where there is still an outstanding amount due to any member of the Company Group under such Contract, other than advances or reimbursements for business travel and entertainment expenses consistent with the CompanyCompany Group’s policy and past practice; (vi) Contracts granting any power of attorney with respect to the affairs of any member of the Company Group or otherwise conferring agency or other power or authority to bind any member of the Company Group other than to officers and attorneys in the Ordinary Course of Business; (vii) Partnership or joint venture agreements; (viii) Contracts for the acquisition, sale or lease of all or a material portion of the properties or assets of any Person (including any ownership interest in any entity) other than in the Ordinary Course of Business; (ix) Contracts with a Governmental Authority; (x) Loan or credit agreements, indentures, notes or other Contracts evidencing indebtedness for borrowed money (contingent or otherwise) by any member of the CompanyCompany Group, or any Contracts pursuant to which indebtedness for borrowed money (contingent or otherwise) is guaranteed by any member of the CompanyCompany Group, or any guarantees of the foregoing by third parties for the Company’s benefitbenefit of any member of the Company Group; (xi) Mortgages, pledges, security agreements, deeds of trust or other Contracts granting a Lien other than Permitted Lien on any material property or assets of any member of the CompanyCompany Group; (xii) Voting agreements or registration rights agreements relating to Company Units capital stock to which any member of the Company Group is a party; (xiii) Lease or rental Contracts relating to personal property; (xiv) Contracts providing for indemnification by any member of the Company Group other than (x) customary indemnities against breach of the obligations contained in such Contract that were entered into in the Ordinary Course of Business and (y) customary indemnities against infringement of Intellectual Property Rights contained in non-exclusive licenses entered into in the Ordinary Course of Business; (xv) Any Contract with any supplier or provider of goods or services that are incorporated into, or related to the development of, any Product and Service involving consideration in excess of $50,000 25,000 in the current or either of the two (2) previous fiscal years (other than purchase orders for goods entered into in the Ordinary Course of Business); (xvi) Any Contracts to (x) provide services to any Person involving consideration in excess of $50,000 25,000 in the current or either of the two (2) previous fiscal years, or (y) perform any service or sell or lease any product which grants the other party or any third party 52 “most favored nation” status, “most favored customer” pricing, preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, or rights of first refusal or rights of first negotiation; (xvii) Contracts related to the manufacturing, transport, transfer, distribution or storage of any Product and Service involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years; (xviiii) Contracts relating to capital expenditures and involving obligations after the Agreement Date in excess of $50,000 25,000 and not cancelable without penalty; (xixii) Contracts relating to the disposition or acquisition of material assets or any material ownership interest in any entity; (xxiii) Contracts with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to any member of the Company Group in connection with the Transactions; (iv) Contracts (other than as set forth above) that are material to the Company Group’s Products and Services or business; and (xxiv) Contracts to enter into or negotiate the entering into of any of the foregoing.

Specified Material Contracts. Except as set forth in Section 4.12(a) Schedule 3.12.1 of the Disclosure Schedule, as of the Agreement Date, the Company is not a party to, does not have any obligations, rights or benefits under and none of its assets or properties are bound by any: (ia) Contracts that purport to limit, curtail or restrict the ability of the Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the Company or any of its future Subsidiaries or Affiliates may do business; (iib) Contracts: (xi) with any Employee and any offer letters for employment or consulting with the Company, that (Ax) provide for anticipated annual compensation or other payments in excess of $75,000 100,000 for any individual (other than employment offers terminable at will with no severance or acceleration liability), including any Contracts with individuals providing for any commission-based compensation in excess of such amount, (By) provide for the payment of non-qualified deferred compensation subject to Section 409A of the Code, or (Cz) provide for potential severance payments or other severance benefits; and (yii) with any Consultant and any offer letters to enter into consulting agreements with the Company, that provide for anticipated annual payments in excess of $75,000 100,000 for any individual, including any Contracts with individuals providing for any commission-based payments in excess of such amount; (iiic) Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement); (ivd) Contracts with any present or former officer, member director or manager Stockholder of the Company, or any Affiliate of such officer, member director or manager Stockholder (other than Company Plans, but specifically including any employment agreements that are not offers terminable at will without with no severance or acceleration liability), including, but not limited to, any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, memberdirector, manager Stockholder or Affiliate, in each case, other than (i) advances or reimbursements for business travel and entertainment expenses consistent with the Company’s Company policy and past practicepractice or (ii) employee benefits generally available to Employees (including stock options); (ve) Contracts under which the Company has advanced or loaned any money to any of the Employees or Affiliates of the Company where there is still an outstanding amount due to the Company under such Contract, other than advances or reimbursements for business travel and entertainment expenses consistent with the Company’s Company policy and past practice; (vif) Contracts granting any power of attorney with respect to the affairs of the Company or otherwise conferring agency or other power or authority to bind the Company other than to officers and attorneys in the Ordinary Course of Business; (viig) Partnership or joint venture agreements; (viiih) Contracts for the acquisition, sale or lease of all or a material portion of the properties or assets of any Person (including any ownership interest in any entity) other than in the Ordinary Course of Business; (ixi) Contracts with a Governmental Authority; (xj) Loan or credit agreements, indentures, notes or other Contracts evidencing indebtedness for borrowed money (contingent or otherwise) by the Company, or any Contracts pursuant to which indebtedness for borrowed money (contingent or otherwise) is guaranteed by the Company, or any guarantees of the foregoing by third parties for the Company’s benefit; (xik) Mortgages, pledges, security agreements, deeds of trust or other Contracts granting a Lien other than Permitted Lien on any material property or assets of the Company; (xiil) Voting agreements or registration rights agreements relating to Company Units Capital Stock to which the Company is a party; (xiiim) Lease or rental Contracts relating to personal property; (xivn) Contracts providing for indemnification by the Company other than (xi) customary indemnities against breach of the obligations contained in such Contract that were entered into in the Ordinary Course of Business and (yii) customary indemnities against infringement of Intellectual Property Rights contained in non-exclusive licenses entered into in the Ordinary Course of Business; (xvo) Any Contract with any supplier or provider of goods or services that are incorporated into, or related to the development of, any Product and Service involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years (other than purchase orders for goods entered into in the Ordinary Course of Business); (xvip) Any Contracts to (xi) provide services to any Person involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years, or (yii) perform any service or sell or lease any product which grants the other party or any third party “most favored nation” status, “most favored customer” pricing, preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, or rights of first refusal or rights of first negotiation; (xviiq) Contracts related to the manufacturing, transport, transfer, distribution or storage of any Product and Service involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years; (xviiir) Contracts relating to capital expenditures and involving obligations after the Agreement Date in excess of $50,000 and not cancelable without penalty; (xixs) Contracts relating to the disposition or acquisition of material assets or any ownership interest in any entity; (xxt) Contracts with any Person, including any financial advisor, broker, finder, investment banker or other Person, providing advisory services to the Company in connection with the Transactions; and (xxiu) Contracts to enter into or negotiate the entering into of any of the foregoing.

Specified Material Contracts. Except as set forth in Section 4.12(a3.12(a) of the Disclosure Schedule, the no Acquired Company is not a party to, does not have to or has any obligations, rights or benefits under under, and none of its no assets or properties of any Acquired Company are bound by any: (i) Contracts that purport to limit, curtail or restrict the ability of the any Acquired Company or its Affiliates to conduct business in any geographic area or line of business or restrict the Persons with whom the any Acquired Company or any of its future Subsidiaries or Affiliates may do business; (ii) Contracts: (x) with any Employee and any offer letters for employment or consulting with the any Acquired Company, that (A) provide for anticipated annual compensation or other payments in excess of $75,000 50,000 for any individual (other than employment offers terminable at will with no severance or acceleration liability), including any Contracts with individuals providing for any commission-based compensation in excess of such amount, (B) provide for the payment of non-qualified deferred compensation subject to Section 409A of the Code, or (C) provide for potential severance payments or other severance benefits; and (y) with any Consultant and any offer letters to enter into consulting agreements with the Company, that provide for anticipated annual payments in excess of $75,000 50,000 for any individual, including any Contracts with individuals providing for any commission-based payments in excess of such amount; (iii) Contracts with any labor union or other labor representative of Employees (including any collective bargaining agreement); (iv) Contracts with any present or former officer, member director or manager stockholder of the any Acquired Company, or any Affiliate of such officer, member director or manager stockholder (other than Company Plans, but specifically including any employment agreements that are not terminable at will without severance or acceleration liability), including, but not limited to, any agreement providing for the employment of, furnishing of services by, rental of assets from or to, or otherwise requiring payments to, any such officer, memberdirector, manager stockholder or Affiliate, in each case, other than advances or reimbursements for business travel and entertainment expenses consistent with the such Acquired Company’s policy and past practice; (v) Contracts under which the any Acquired Company has advanced or loaned any money to any of the Employees or Affiliates of the any Acquired Company where there is still an outstanding amount due to the an Acquired Company under such Contract, other than advances or reimbursements for business expenses consistent with the Company’s Company policy and past practicepractice (including, but not limited to, travel and entertainment); (vi) Contracts granting any power of attorney with respect to the affairs of the any Acquired Company or otherwise conferring agency or other power or authority to bind the such Acquired Company other than to officers and attorneys in the Ordinary Course of Business; (vii) Partnership or joint venture agreements; (viii) Contracts for the acquisition, sale or lease of all or a material portion of the properties or material assets of any Person (including any ownership interest in any entity) other than in the Ordinary Course of Business; (ix) Contracts with a Governmental Authority; (x) Loan or credit agreements, indentures, notes or other Contracts evidencing indebtedness for borrowed money (contingent or otherwise) by the any Acquired Company, or any Contracts pursuant to which indebtedness for borrowed money (contingent or otherwise) is guaranteed by the any Acquired Company, or any guarantees of the foregoing by third parties for the benefit of any Acquired Company’s benefit; (xi) Mortgages, pledges, security agreements, deeds of trust or other Contracts granting a Lien other than Permitted Lien on any material property or assets of the any Acquired Company; (xii) Voting agreements or registration rights agreements relating to Company Units Stock to which the Company is a party; (xiii) Lease or rental Contracts relating to real or material personal property; (xiv) Contracts providing for indemnification by the any Acquired Company other than (x) customary indemnities against breach of the obligations contained in such Contract Contracts that were entered into in the Ordinary Course of Business and (y) customary indemnities against infringement of Intellectual Property Rights contained in non-exclusive licenses entered into in the Ordinary Course of Business; (xv) Any Contract with any supplier or provider of goods or services that are incorporated into, or related to the development of, any Product and Service involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years (other than purchase orders for goods entered into in the Ordinary Course of Business); (xvi) Any Contracts to (x) provide services to any Person involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years, or (y) perform any service or sell or lease any product which grants the other party or any third party “most favored nation” status, “most favored customer” pricing, preferred pricing, exclusive sales, distribution, marketing or other exclusive rights, or rights of first refusal or rights of first negotiation; (xvii) Contracts related to the manufacturing, transport, transfer, distribution or storage of any Product and Service involving consideration in excess of $50,000 in the current or either of the two (2) previous fiscal years; (xviii) Contracts relating to capital expenditures and involving obligations after the Agreement Closing Date in excess of $50,000 and not cancelable without penalty; (xixxviii) Contracts relating to the disposition or acquisition of material assets or any ownership interest in any entity; (xxxix) Contracts with any Person, including any financial advisor, broker, finder, finder or investment banker or other Person, providing advisory services to the Company in connection with the Transactions; and (xxixx) Contracts to enter into or negotiate the entering into of any of the foregoing.