Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. Except as set forth in Schedule 3.12, neither Target nor any of its Subsidiaries is a party or subject to any oral or written executory agreement, contract, obligation or commitment that is material to Target or its Subsidiaries, its financial condition, business or prospects, including but not limited to the following: (a) any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to Target in an aggregate amount of (i) $100,000 or more in the ordinary course of business or (ii) $250,000 or more not in the ordinary course of business; (b) any license agreement under which Target or any of its Subsidiaries is licensor; or under which Target or any of its Subsidiaries is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products); (c) any agreement by Target or any of its Subsidiaries to encumber, transfer or sell rights in or with respect to any Target Intellectual Property (as defined in Section 3.13 below); (d) any agreement for the sale or lease of real or personal property involving more than $100,000 per year; (e) any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer, volume purchase agreement or other agreement for the distribution or sale of Target's products (other than individual purchase orders in the ordinary course of business); (f) any franchise agreement; (g) any stock redemption or purchase agreement; (h) any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) any instrument evidencing indebtedness for borrowed money or guarantees thereof; (j) any contract containing covenants purporting to limit Target's freedom to compete in any line of business in any geographic area; (k) any agreement of indemnification other than standard warranties in connection with the sale of products and/or services in the ordinary course of business; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $100,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 3.26) by Target or any of its Subsidiaries or any Target Intellectual Property, which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000; or (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000. All agreements, contracts, obligations and commitments listed in Schedules 3.12, 3.13, 3.16.1, 3.16.2 or 3.16.4 (collectively "Material Agreements"), are valid and in full force and effect. Neither Target nor any of its Subsidiaries nor, to the knowledge of Target, any other party is in breach of or default under any material term of any such agreement, obligation or commitment, nor will Target nor, to Target's knowledge, any other party be in breach of or default under any such term after giving effect to the Exchange. To the knowledge of Target, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Except as disclosed in Schedule 3.12, neither Target nor any of its Subsidiaries is a party to any Material Agreement or any other agreement, contract or instrument with any customer, supplier, landlord or labor union or association that (i) contains any provision that is or could reasonably be expected to become materially burdensome to Target or such Subsidiary, other than provisions that are in the ordinary course of Target's and its Subsidiaries' business and are consistent with industry practice; (ii) provides for the reduction of prices charged by Target or any of its Subsidiaries to any Significant Customer (as defined in Section 3.24) for its products or services other than price reductions that are proportionate to reductions in the related costs, (but including, without limitation, any "most favored customer" provisions); (iii) provides for any increases in the prices to be paid by Target or any of its Subsidiaries to any Significant Supplier (as defined in Section 3.25) for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by Target or such Subsidiary.

Agreements and Commitments. Except As of the date hereof, except as set forth disclosed in Schedule 3.12Item 2.11, neither or as disclosed in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement Target nor any of its Subsidiaries is not a party or subject to any oral or written executory agreementcontract or, contractto the extent expressly enumerated in paragraphs below, obligation or commitment binding obligation, that is material to Target or its SubsidiariesTarget, its financial condition, business or prospects, including but not limited to the following: (a) any Any oral or written contract, commitment, letter agreement, quotation agreement or purchase order providing for payments by or to Target in an aggregate amount of (i) $100,000 250,000 or more in the ordinary course of business Ordinary Course or (ii) $250,000 100,000 or more not in the ordinary course of businessOrdinary Course; (b) any Any license agreement under which Target or is licensor (except for any of its Subsidiaries is licensornonexclusive software license granted by Target to customers in the Ordinary Course); or under which Target or any of its Subsidiaries is licensee (except for standard "shrink wrap" licenses for off-the-shelf software productsproducts with a license fee or purchase price of under $5,000 per copy or seat); (c) any Any material agreement by Target or any of its Subsidiaries to encumber, transfer or sell rights in or with respect to any material item of Target Intellectual Property (as defined in Section 3.13 below2.12 hereof), excluding non-exclusive software licenses; (d) any Any agreement for the sale or lease of real or tangible personal property involving more than $100,000 25,000 per year; (e) any Any dealer, distributor, sales representative, original equipment manufacturer, value value-added remarketer, volume purchase agreement remarketer or other agreement for the distribution or sale of Target's products (other than individual purchase orders in the ordinary course of business)products; (f) any Any franchise agreement; (g) any Any stock redemption or agreement obligating Target to purchase agreementits capital stock; (h) any Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) any Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or guarantees thereofotherwise, except for trade indebtedness or any advance to any employee of Target incurred or made in the Ordinary Course, and except as disclosed in Target Financial Statements; (j) any Any contract containing covenants purporting to limit Target's freedom to compete in any line of business business, market or industry and/or in any geographic area;; or (k) Any contract for the employment of any agreement officer, employee or consultant of indemnification Target or any other than standard warranties in connection with the sale type of products and/or services in the ordinary course of business; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess with any officer, employee or consultant of $100,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 3.26) Target that is not immediately terminable by Target without cost or any of its Subsidiaries or any Target Intellectual Propertyother liability. Except as noted in Item 2.5, which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000; or (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000. All all agreements, contracts, obligations and commitments listed disclosed in Schedules 3.12Item 2.11, 3.13Item 2.12, 3.16.1Item 2.15.3 or Item 2.15.6 as required by Section 2.11, 3.16.2 Section 2.12, Section 2.15.3 or 3.16.4 (collectively "Material Agreements")Section 2.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on Target. Neither Except as noted on Item 2.11, neither Target nor any of its Subsidiaries nor, to the knowledge of Target, Target any other party is in breach of or default under any material term of any such agreement, obligation or commitment, commitment nor will Target nor, to Target's knowledge, any has such other party be in threatened such a breach of or default under any such term after giving effect to the Exchangedefault. To the knowledge of Target, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Except as disclosed in Schedule 3.12, neither Target nor any of its Subsidiaries is not a party to any Material Agreement or any other agreement, contract or instrument with any customer, supplier, landlord arrangement that it believes will have a Material Adverse Effect on Target. Target does not have liability for renegotiation of government contracts or labor union or association that (i) contains any provision that is or could subcontracts which can reasonably be expected to become materially burdensome to Target or such Subsidiary, other than provisions that are in the ordinary course of have a Material Adverse Effect on Target's and its Subsidiaries' business and are consistent with industry practice; (ii) provides for the reduction of prices charged by Target or any of its Subsidiaries to any Significant Customer (as defined in Section 3.24) for its products or services other than price reductions that are proportionate to reductions in the related costs, (but including, without limitation, any "most favored customer" provisions); (iii) provides for any increases in the prices to be paid by Target or any of its Subsidiaries to any Significant Supplier (as defined in Section 3.25) for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by Target or such Subsidiary.

Agreements and Commitments. Except as set forth in Schedule SCHEDULE 3.11, or as listed in SCHEDULE 3.12, neither Target nor any of SCHEDULE 3.15.3 or SCHEDULE 3.15.6 as required by Section 3.12, Section 3.15.3 or Section 3.15.6, respectively, to its Subsidiaries knowledge, ▇▇▇▇▇▇▇▇ is not a party or subject to any oral or written executory agreement, contract, obligation or commitment that is material to Target or its Subsidiaries▇▇▇▇▇▇▇▇, its financial condition, business or prospects, including but prospects or which is described below and is not limited terminable within 60 days without cost or penalty to the following▇▇▇▇▇▇▇▇: (a) any Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to Target ▇▇▇▇▇▇▇▇ in an aggregate amount of (i) $100,000 or more in the ordinary course of business or (ii) $250,000 100,000 or more not in the ordinary course of businessbusiness (except for any contracts, commitments, letter agreements, quotations or purchase orders providing for outstanding payments to ▇▇▇▇▇▇▇▇ solely with respect to ongoing software maintenance services); (b) any Any license agreement under which Target or any of its Subsidiaries is licensor; or under which Target or any of its Subsidiaries is licensee as licensor (except for any nonexclusive software license granted by ▇▇▇▇▇▇▇▇ to end-user customers where the form of the license, excluding standard "shrink wrap" licenses for off-the-shelf software productsimmaterial deviations, has been provided to Antinori); (c) any Any agreement by Target or any of its Subsidiaries ▇▇▇▇▇▇▇▇ to encumber, transfer or sell rights in or with respect to any Target ▇▇▇▇▇▇▇▇ Intellectual Property (as defined in Section 3.13 below3.12); (d) any Any agreement for the sale or lease of real or personal property involving more than $100,000 per year;, (e) any Any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer, volume purchase agreement remarketer or other agreement for the distribution or sale of Target's products (other than individual purchase orders in the ordinary course of business)▇▇▇▇▇▇▇▇'▇ products; (f) any Any franchise agreementagreement or financing statement; (g) any Any stock redemption or purchase agreement; (h) any Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other personpersons; (i) any Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligations, conditional sale, guarantee or guarantees thereof;otherwise, except for trade indebtedness or any advance to any employee of ▇▇▇▇▇▇▇▇ incurred or made in the ordinary course of business, and except as disclosed in the ▇▇▇▇▇▇▇▇ Financial Statements; or (j) any Any contract containing covenants purporting to limit Target's ▇▇▇▇▇▇▇▇'▇ freedom to compete in any line of business in any geographic area; (k) any agreement of indemnification other than standard warranties in connection with the sale of products and/or services in the ordinary course of business; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $100,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 3.26) by Target or any of its Subsidiaries or any Target Intellectual Property, which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000; or (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000. All agreements, contracts, obligations and commitments listed in Schedules SCHEDULE 3.11, SCHEDULE 3.12, 3.13SCHEDULE 3.15.3, 3.16.1or SCHEDULE 3.15.6 as required by Section 3.11, 3.16.2 Section 3.12, Section 3.15.3 or 3.16.4 (collectively "Material Agreements")Section 3.15.6, as the case may be, are valid and in full force and effecteffect in all material respects, and except as expressly noted, a true and complete copy of each has been delivered to Antinori. Neither Target nor any of its Subsidiaries Except as noted on SCHEDULE 3.11 neither ▇▇▇▇▇▇▇▇ nor, to the knowledge of Target▇▇▇▇▇▇▇▇, any other party is in breach of or default under any material term terms of any such agreement, obligation or commitment, nor will Target nor, to Target's knowledge, any other party be in breach of or default under any such term after giving effect to the Exchange. To the knowledge of Target, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Except as disclosed in Schedule 3.12, neither Target nor any of its Subsidiaries ▇▇▇▇▇▇▇▇ is not a party to any Material Agreement or any other agreement, contract or instrument with any customer, supplier, landlord arrangement that it reasonably expects will have a material adverse effect on its business or labor union or association that (i) contains any provision that is or could reasonably be expected to become materially burdensome to Target or such Subsidiary, other than provisions that are in the ordinary course of Target's and its Subsidiaries' business and are consistent with industry practice; (ii) provides for the reduction of prices charged by Target or any of its Subsidiaries to any Significant Customer (as defined in Section 3.24) for its products or services other than price reductions that are proportionate to reductions in the related costs, (but including, without limitation, any "most favored customer" provisions); (iii) provides for any increases in the prices to be paid by Target or any of its Subsidiaries to any Significant Supplier (as defined in Section 3.25) for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by Target or such Subsidiaryprospects.

Agreements and Commitments. Except As of the date hereof, except as set forth disclosed in Schedule 3.12Item 2.11 delivered by Target to Acquirer herewith, neither or as disclosed in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement Target nor any of its Subsidiaries is not a party or subject to any oral or written executory agreementcontract or, contractto the extent expressly enumerated in paragraphs below, obligation or commitment commitment, that is material to Target or its SubsidiariesTarget, its financial condition, business or prospects, including but not limited to the following: (a) any Any contract, commitment, letter agreement, quotation agreement or purchase order providing for payments by or to Target in an aggregate amount of (i) $100,000 25,000 or more in the ordinary course of business Ordinary Course or (ii) $250,000 25,000 or more not in the ordinary course of businessOrdinary Course; (b) any Any license agreement under which Target or is licensor (except for any of its Subsidiaries is licensornonexclusive software license granted by Target to customers in the Ordinary Course); or under which Target or any of its Subsidiaries is licensee (except for standard "shrink wrap" licenses for off-the-shelf software productsproducts with a license fee or purchase price of under $5,000 per copy or seat); (c) any Any material agreement by Target or any of its Subsidiaries to encumber, transfer or sell rights in or with respect to any material item of Target Intellectual Property (as defined in Section 3.13 below2.12 hereof), excluding non-exclusive software licenses; (d) any Any agreement for the sale or lease of real or tangible personal property involving more than $100,000 25,000 per year; (e) any Any dealer, distributor, sales representative, original equipment manufacturer, value value-added remarketer, volume purchase agreement remarketer or other agreement for the distribution or sale of Target's products (other than individual purchase orders in the ordinary course of business)products; (f) any Any franchise agreement; (g) any Any stock redemption or agreement obligating Target to purchase agreementits capital stock; (h) any Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) any Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or guarantees thereofotherwise, except for trade indebtedness or any advance to any employee of Target incurred or made in the Ordinary Course, and except as disclosed in the Target Financial Statements; (j) any Any contract containing covenants purporting to limit Target's freedom to compete in any line of business business, market or industry and/or in any geographic area;; or (k) Any contract for the employment of any agreement officer, employee or consultant of indemnification Target or any other than standard warranties in connection with the sale type of products and/or services in the ordinary course of business; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess with any officer, employee or consultant of $100,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 3.26) Target that is not immediately terminable by Target without cost or any of its Subsidiaries or any Target Intellectual Propertyother liability. Except as noted in Item 2.5, which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000; or (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000. All all agreements, contracts, obligations and commitments listed disclosed in Schedules 3.12Item 2.11, 3.13Item 2.12, 3.16.1Item 2.15.3 or Item 2.15.6 as required by Section 2.11, 3.16.2 Section 2.12, Section 2.15.3 or 3.16.4 (collectively "Material Agreements")Section 2.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on Target. Neither Except as noted on Item 2.11, neither Target nor any of its Subsidiaries nor, to the knowledge of Target, any other party is in breach of or default under any material term of any such agreement, obligation or commitment, commitment nor will Target nor, to Target's knowledge, any has such other party be in breach of or default under any threatened such term after giving effect to the Exchange. To the knowledge of Target, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Except as disclosed in Schedule 3.12, neither Target nor any of its Subsidiaries is a party to any Material Agreement or any other agreement, contract or instrument with any customer, supplier, landlord or labor union or association that (i) contains any provision that is or could reasonably be expected to become materially burdensome to Target or such Subsidiary, other than provisions that are in the ordinary course of Target's and its Subsidiaries' business and are consistent with industry practice; (ii) provides for the reduction of prices charged by Target or any of its Subsidiaries to any Significant Customer (as defined in Section 3.24) for its products or services other than price reductions that are proportionate to reductions in the related costs, (but including, without limitation, any "most favored customer" provisions); (iii) provides for any increases in the prices to be paid by Target or any of its Subsidiaries to any Significant Supplier (as defined in Section 3.25) for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by Target or such Subsidiary.a

Agreements and Commitments. Except As of the date hereof, except as set forth disclosed in Schedule 3.12Item 2.11 delivered by Target to Acquirer herewith, neither or as disclosed in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement Target nor any of its Subsidiaries is not a party or subject to any oral or written executory agreementcontract or, contractto the extent expressly enumerated in paragraphs below, obligation or commitment commitment, that is material to Target or its SubsidiariesTarget, its financial condition, business or prospects, including but not limited to the following: (a) any Any contract, commitment, letter agreement, quotation agreement or purchase order providing for payments by or to Target in an aggregate amount of (i) $100,000 10,000 or more in the ordinary course of business Ordinary Course or (ii) $250,000 5,000 or more not in the ordinary course of businessOrdinary Course; (b) any Any license agreement under which Target or is licensor (except for any of its Subsidiaries is licensornonexclusive software license granted by Target to customers in the Ordinary Course); or under which Target or any of its Subsidiaries is licensee (except for standard "shrink wrap" licenses for off-the-shelf software productsproducts with a license fee or purchase price of under $5,000 per copy or seat); (c) any Any material agreement by Target or any of its Subsidiaries to encumber, transfer or sell rights in or with respect to any material item of Target Intellectual Property (as defined in Section 3.13 below2.12 hereof), excluding non- exclusive software licenses; (d) any Any agreement for the sale or lease of real or tangible personal property involving more than $100,000 10,000 per year; (e) any Any dealer, distributor, sales representative, original equipment manufacturer, value value-added remarketer, volume purchase agreement remarketer or other agreement for the distribution or sale of Target's products (other than individual purchase orders in the ordinary course of business)products; (f) any Any franchise agreement; (g) any Any stock redemption or agreement obligating Target to purchase agreementits capital stock; (h) any Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) any Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or guarantees thereofotherwise, except for trade indebtedness or any advance to any employee of Target incurred or made in the Ordinary Course, and except as disclosed in the Target Financial Statements; (j) any Any contract containing covenants purporting to limit Target's freedom to compete in any line of business business, market or industry and/or in any geographic area;; or (k) Any contract for the employment of any agreement officer, employee or consultant of indemnification Target or any other than standard warranties in connection with the sale type of products and/or services in the ordinary course of business; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess with any officer, employee or consultant of $100,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 3.26) Target that is not immediately terminable by Target without cost or any of its Subsidiaries or any Target Intellectual Propertyother liability. Except as noted in Item 2.5, which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000; or (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000. All all agreements, contracts, obligations and commitments listed disclosed in Schedules 3.12Item 2.11, 3.13Item 2.12, 3.16.1Item 2.15.3 or Item 2.15.6 as required by Section 2.11, 3.16.2 Section 2.12, Section 2.15.3 or 3.16.4 (collectively "Material Agreements")Section 2.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on Target. Neither Except as noted on Item 2.11, neither Target nor any of its Subsidiaries nor, to the Target's knowledge of Target, any other party is in breach of or default under any material term of any such agreement, obligation or commitment, commitment nor will Target nor, to Target's knowledge, any has such other party be in threatened such a breach of or default under any such term after giving effect to the Exchangedefault. To the knowledge of Target, no party to any such contract, agreement or instrument intends to cancel, withdraw, modify or amend such contract, agreement or arrangement. Except as disclosed in Schedule 3.12, neither Target nor any of its Subsidiaries is not a party to any Material Agreement or any other agreement, contract or instrument with any customer, supplier, landlord arrangement that it believes will have a Material Adverse Effect on Target. Target does not have liability for renegotiation of government contracts or labor union or association that (i) contains any provision that is or could subcontracts which can reasonably be expected to become materially burdensome to Target or such Subsidiary, other than provisions that are in the ordinary course of have a Material Adverse Effect on Target's and its Subsidiaries' business and are consistent with industry practice; (ii) provides for the reduction of prices charged by Target or any of its Subsidiaries to any Significant Customer (as defined in Section 3.24) for its products or services other than price reductions that are proportionate to reductions in the related costs, (but including, without limitation, any "most favored customer" provisions); (iii) provides for any increases in the prices to be paid by Target or any of its Subsidiaries to any Significant Supplier (as defined in Section 3.25) for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by Target or such Subsidiary.