Common use of Transferred Contracts Clause in Contracts

Transferred Contracts. (a) Schedule 3.14(a) of the Disclosure Schedules sets forth a list of each Transferred Contract of the types set forth in clauses (i) and (ii) of the definition of Transferred Contract that is of the type set forth below as of the date hereof (each Transferred Contract required to be set forth on Schedule 3.14(a), a “Material Contract”): (i) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions), other than Contracts with suppliers or distributors, that involves payments, performance or services or delivery of goods or materials to or by either Seller or any of its Affiliates of any amount or value reasonably expected to exceed $1,000,000 in any future 12 month period; (ii) each Contract or series of Contracts with a Principal Supplier and with a Principal Distributor; (iii) each Contract of Sellers or any of their respective controlled Affiliates with respect to material Transferred Intellectual Property, including (A) any licenses or other rights granted to any Person with respect to Transferred Intellectual Property, and (B) agreements involving Software (other than non-exclusive license agreements entered into in the Ordinary Course of Business); (iv) each Contract concerning the establishment or operation of a partnership, strategic alliance, joint venture, or limited liability company or other similar agreement or arrangement; (v) each Contract that limits or purports to limit the freedom of either Seller or any of its Affiliates to compete in any line of business with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person or, or otherwise materially restricts Sellers’ or any of their respective Affiliates’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of either Seller or any of its Affiliates; (vi) each Contract related to an acquisition, divestiture, merger or similar transaction that contains financial covenants, indemnities or other similar payment obligations (including “earn-out” or other contingent payment obligations) that are still in effect and would reasonably be expected to result in the receipt or making of future payments in excess of $2,500,000; (vii) each Contract that contains a put, call or similar right pursuant to which either Seller or any of its Affiliates could be required to purchase or sell, as applicable, any equity interests in or assets (in the case of assets, having a purchase price in excess of $2,500,000) of any Person; (viii) each Contract that provides for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires the Company or any of its Subsidiaries to provide any minimum level of service, in each case which are, or in a manner that is, material to the Business, taken as a whole; (ix) each Contract providing for indemnification by either Seller or any of its Affiliates of any Person, except for Contracts entered into in the Ordinary Course of Business. (b) The Sellers have furnished or made available to the Buyer a complete and correct (including all amendments and supplements thereto) copy of each Material Contract. With respect to each Material Contract: (a) such Contract is the valid and binding obligation of the Company or one or more of its Subsidiaries and, to the Knowledge of the Sellers, of each other party thereto, is enforceable in accordance with its terms and is in full force and effect, except to the extent that enforceability may be limited by the Remedy Exceptions, and (b) none of such Seller, its applicable Affiliate or, to the Knowledge of such Seller, any other party thereto, is in material breach or violation of, or default under, any such Contract, or any event, occurrence or condition, which (after notice, passage of time or both) would constitute or give rise to any such breach, violation or default thereunder, and neither Seller has received any cure notice or other written communication alleging that Sellers are in default or breach of such Material Contract in respect of the Business.

Transferred Contracts. (a) Schedule 3.14(a) of the Disclosure Schedules sets forth a list of each Transferred Contract of the types set forth in clauses (i) and (ii) of the definition of Transferred Contract that is of the type set forth below as of the date hereof (each Transferred Contract required to be set forth on Schedule 3.14(a), a “Material Contract”): (i) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions), other than Contracts with suppliers or distributors, that involves payments, performance or services or delivery of goods or materials to or by either Seller or any of its Affiliates of any amount or value reasonably expected to exceed $1,000,000 in any future 12 month period; (ii) each Contract or series of Contracts with a Principal Supplier and with a Principal Distributor; (iii) each Contract of Sellers or any of their respective controlled Affiliates with respect to material Transferred Intellectual Property, including (A) any licenses or other rights granted to any Person with respect to Transferred Intellectual Property, and (B) agreements involving Software (other than non-exclusive license agreements entered into in the Ordinary Course of Business); (iv) each Contract concerning the establishment or operation of a partnership, strategic alliance, joint venture, or limited liability company or other similar agreement or arrangement; (v) each Contract that limits or purports to limit the freedom of either Seller or any of its Affiliates to compete in any line of business with any Person or engage in any line of business within any geographic area or acquire the assets or securities of another Person or, or otherwise materially restricts Sellers’ or any of their respective Affiliates’ ability to solicit or hire any Person or solicit business from any Person, and each Contract that could require the disposition of any material assets or line of business of either Seller or any of its Affiliates; (vi) each Contract related to an acquisition, divestiture, merger or similar transaction that contains financial covenants, indemnities or other similar payment obligations (including “earn-out” or other contingent payment obligations) that are still in effect and would reasonably be expected to result in the receipt or making of future payments in excess of $2,500,000; (vii) each Contract that contains a put, call or similar right pursuant to which either Seller or any of its Affiliates could be required to purchase or sell, as applicable, any equity interests in or assets (in the case of assets, having a purchase price in excess of $2,500,000) of any Person; (viii) each Contract that provides for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires the Company or any of its Subsidiaries to provide any minimum level of service, in each case which are, or in a manner that is, material to the Business, taken as a whole;whole; (ix) each Contract providing for indemnification by either Seller or any of its Affiliates of any Person, except for Contracts entered into in the Ordinary Course of Business. (b) The Sellers have furnished or made available to the Buyer a complete and correct (including all amendments and supplements thereto) copy of each Material Contract. With respect to each Material Contract: (a) such Contract is the valid and binding obligation of the Company or one or more of its Subsidiaries and, to the Knowledge of the Sellers, of each other party thereto, is enforceable in accordance with its terms and is in full force and effect, except to the extent that enforceability may be limited by the Remedy Exceptions, and (b) none of such Seller, its applicable Affiliate or, to the Knowledge of such Seller, any other party thereto, is in material breach or violation of, or default under, any such Contract, or any event, occurrence or condition, which (after notice, passage of time or both) would constitute or give rise to any such breach, violation or default thereunder, and neither Seller has received any cure notice or other written communication alleging that Sellers are in default or breach of such Material Contract in respect of the Business.

Transferred Contracts. Section 4.05(a) of the Seller Disclosure Schedule contains a listing of all Transferred Contracts described in clauses (a) Schedule 3.14(athrough (q) of the Disclosure Schedules sets forth a list of each Transferred Contract of the types set forth below that are by their terms in clauses (i) and (ii) of the definition of Transferred Contract that is of the type set forth below effect as of the date hereof and to which, as of the date of this Agreement: (each a) Each Transferred Contract required that Seller reasonably anticipates will involve annual payments or consideration furnished by or to be set forth on Schedule 3.14(a)Seller in excess of $[***] which are not cancelable by Seller (without penalty, a “Material Contract”):cost or other liability to Seller and its Subsidiaries) giving notice of [***] days or less; (ib) each Each Transferred Contract for indebtedness for borrowed money; (or group c) Each Transferred Contract involving the granting of related Contracts with respect to a single transaction or series of related transactions), any Lien (other than Contracts with suppliers Permitted Liens) on the Acquired Assets or distributorsthe Facility; (d) Each Transferred Contract for the acquisition of any Person, that involves paymentsor any business division thereof, performance or services or delivery the disposition of goods or materials to or by either any material assets of Seller or any of its Affiliates of any amount or value reasonably expected to exceed $1,000,000 in any future 12 month period; (ii) each Contract or series of Contracts with a Principal Supplier and with a Principal Distributor; (iii) each Contract of Sellers or any of their respective controlled Affiliates with respect to material Transferred Intellectual Property, including (A) any licenses or other rights granted to any Person with respect to Transferred Intellectual Property, and (B) agreements involving Software Subsidiaries (other than non-exclusive license agreements entered into in the Ordinary Course ordinary course of Businessbusiness); (ive) each Each Transferred Contract concerning that is a guaranty or which otherwise supports the establishment or operation business Liabilities of a partnershipThird Party; (f) Each joint venture Transferred Contract, strategic alliance, joint venturerevenue or profit sharing arrangement, partnership entity agreement or limited liability company or other similar agreement or arrangementagreement; (vg) each Each Transferred Contract that limits or purports to limit containing covenants limiting in any material respect the freedom of either Seller or any of its Affiliates to compete in any line of business with any Person or engage in any a line of business within any geographic area or acquire the assets or securities of another Person orbusiness, or otherwise materially restricts Sellers’ or any of their respective Affiliates’ ability to solicit or hire any Person or solicit business from or perform services for any Person, and each Contract that could require the disposition of or to operate in any material assets or line of business of either Seller or any of its Affiliatesgeographic area; (vih) each Each Transferred Contract related to an acquisition, divestiture, merger or similar transaction that contains financial covenants, indemnities or other similar payment obligations (including “earn-out” or other contingent payment obligations) that are still in effect and would reasonably be expected to result in the receipt or making of future payments in excess of $2,500,000; (vii) each Contract that contains containing a put, call or similar right pursuant to which either Seller or any of its Affiliates could be required to purchase or sell, as applicable, any equity interests in or assets (in the case of assets, having a purchase price in excess of $2,500,000) of any Person; (viii) each Contract that provides for exclusive rights for the benefit of any Third Party, grants “most favored nation” status”, contains exclusivity, minimum volume or purchase commitmentspurchase, or requires the Company similar pricing provision or preferential right, or requirement for Seller or any of its Subsidiaries to provide any minimum level purchase all or substantially all of its requirements of a particular product or service, in each case which are, or in a manner that is, material to the Business, taken as a whole; (ixi) each Each lease which is a Transferred Contract providing for indemnification by either under which Seller or any of its Affiliates Subsidiaries is a lessee of, holds or operates any personal property owned by any other party, or is a lessor of or permits any Third Party to hold or operate any material personal property owned by Seller or any of its Subsidiaries; (j) Each Transferred Contract relating to the ownership of or investment in any Person, except for Contracts entered into in the Ordinary Course of Business.including any partnership, joint venture, strategic alliance, funding, profit sharing or similar arrangements, and any documents related thereto; (bk) The Sellers have furnished Each Transferred Contract with a Governmental Entity; (l) Each Transferred Contract with any Union any collective bargaining agreement; (m) Each Transferred Contract involving any severance, change-of-control, bonus, commission, retention or made available to similar type of agreement; (n) Each Transferred Contract involving any noncompetition, nonsolicitation, or other restrictive covenant agreement with any employee, officer, director or independent contractor; (o) Each Transferred Contract involving the Buyer a complete and correct (including all amendments and supplements thereto) copy of each Material Contract. With settlement, release, or compromise with respect to each Material Contract: any litigation, action, suit or proceeding; (ap) such Each Transferred Contract is for capital expenditures or the acquisition of fixed assets; (q) Each Transferred Contract for the employment or other engagement of any officer, employee, consultant or independent contractor; and (r) Each Transferred Contract pursuant to which Seller or any of its Subsidiaries licenses Intellectual Property to a Third Party. All of the Transferred Contracts are (i) in full force and effect, and (ii) represent the valid and binding obligation obligations of the Company Seller or one or more of its Subsidiaries party thereto and, to the Knowledge of Seller, represent the Sellersvalid and binding obligations of the other parties thereto (subject, as to enforcement, to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and to general equitable principles, whether considered in a proceeding in equity or at law). Neither Seller, any of its Subsidiaries nor, to the Knowledge of Seller, any other party thereto is in breach of or default under any such Contract in any material respect, and neither Seller nor any of its Subsidiaries has received any written claim or notice (or to the Knowledge of Seller, any other claim or notice), of each a material breach of or material default under any such Contract. As of the date hereof, neither Seller nor any of its Subsidiaries has received any written claim or notice (or to the Knowledge of Seller, any other claim or notice), from any party theretoto any Transferred Contract of such party’s intention to terminate or modify such Transferred Contract where such termination or modification would be expected to be material to the Facility or Operations. Prior to the date hereof, is enforceable in accordance with its terms and is in full force and effectcopies of all Transferred Contracts have been made available to Purchaser, except to the extent that enforceability may be limited by such ​ ​ Transferred Contracts have been redacted to (a) enable compliance with applicable antitrust Laws or Laws relating to the Remedy Exceptionssafeguarding of data privacy, and (b) none of such Seller, its applicable Affiliate or, comply with confidentiality obligations owed to the Knowledge of such Seller, any other party thereto, is in material breach Third Parties or violation of, or default under, any such Contract, or any event, occurrence or condition, which (after notice, passage of time or bothc) would constitute or give rise to any such breach, violation or default thereunder, and neither Seller has received any cure notice or other written communication alleging that Sellers are in default or breach of such Material Contract in respect of the Businessremove pricing information.