Common use of Contracts and Policies Clause in Contracts

Contracts and Policies. Schedule 2.17 lists the following Contracts to which the Company is currently a party, except for those Contracts with respect to which the consequences of a default or termination by either party would not have a Company Material Adverse Effect: (a) any agreement (or group of related agreements) for the lease of personal property to or from any person; (b) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of services; (c) any partnership or joint venture agreement; (d) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in any amount, or under which it has imposed a Security Interest on any of its Assets, tangible or intangible; (e) any agreement concerning non-competition, exclusivity, non-solicitation, right of first refusal, right of first negotiation or, to the extent (i) materially restricting the business or operations of the Company or (ii) outside of the Ordinary Course of Business of the Company, confidentiality; (f) any agreement with any stockholder of the Company; (g) any agreement to supply goods or services or Information to any party, whether a related party or an unrelated third party, or to receive goods or services or Information from any party, whether a related party or an unrelated third party, other than in the Ordinary Course of Business of the Company; (h) any agreement which has a covenant or condition relating to a change of control, including any agreement to provide consideration or accelerate options to purchase stock; (i) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other material plan or arrangement (including any Employee Benefit Plan) for the benefit of its current or former directors, officers and employees; (j) any collective bargaining agreement; (k) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis; (l) any agreement with respect to which the consequences of a default or termination would be reasonably likely to have a Company Material Adverse Effect; (m) any agreements regarding telephonic or electronic (including without limitation, by telephone or cellular phone, email, mobile services, Internet or otherwise) advertising, marketing or promotions, linking, use of search engines or metatags or the like, or insertion of any Information onto a device owned or operated by third parties such as customers of the Company; or (n) any agreements for current or continuing or ongoing services with customers of the Company (including, without limitation, motion picture, advertising or commercial customers). The Company has delivered to Parent a correct and complete copy of each written Contract listed in Schedule 2.17 and a written summary setting forth the material terms and conditions of each oral Contract referred to in Schedule 2.17. With respect to each such Contract (i) such is legal, valid, binding, enforceable and in full force and effect; (ii) such will continue to be legal, valid, binding, enforceable and in full force and effect on the identical terms immediately after the consummation of the transactions contemplated hereby; (iii) no party thereto or other person is in noncompliance, breach or default in any material respect with respect thereto, and no event has occurred which with notice or lapse of time would constitute an act of noncompliance, breach or default with respect thereto in any material respect, or permit cancellation, modification or acceleration, under such Contract; and (iv) no party thereto has repudiated any material provision of such Contract.

Contracts and Policies. Schedule 2.17 2.16 lists the following Contracts and other agreements to which the Company is currently a party, except for those Contracts with respect party and policies that the Company has adopted or otherwise made available to which the consequences of a default or termination by either party would not have a Company Material Adverse Effectthird parties: (aA) any agreement (or group of related agreements) for the lease of personal property to or from any personperson providing for lease payments in excess of $25,000 individually or $50,000 in the aggregate or for a term of more than one year; (bB) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of servicesservices in excess of $25,000 individually or $50,000 in the aggregate or which has a term of any duration; (cC) any partnership or joint venture agreement; (dD) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in any amount, or under which it has imposed a Security Interest on any of its Assets, tangible or intangible; (eE) any agreement concerning confidentiality or non-competition, exclusivity, non-solicitation, right of first refusal, or right of first negotiation or, to the extent (i) materially restricting the business or operations of the Company or (ii) outside of the Ordinary Course of Business of the Company, confidentialitynegotiation; (fF) any agreement with any stockholder of the Companyshareholder; (gG) any agreement to supply goods or services or Information to any party, whether a related party or an unrelated third party, or to receive goods or services or Information from any party, whether a related party or an unrelated third party, other than in the Ordinary Course of Business of the Company; (hH) any agreement which has a covenant or condition relating to a change of control, including any agreement to provide consideration or accelerate options to purchase stock; (iI) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other material plan or arrangement (including any Employee Benefit Plan) for the benefit of its current or former directors, officers and employees; (jJ) any collective bargaining agreement; (kK) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis; (lL) any agreement with respect or policies regarding Company undertakings or statements relating to which the consequences privacy or security of a default Information, including Information owned by third parties that is handled, controlled or termination would be reasonably likely to have a Company Material Adverse Effectpossessed by Company; (mM) any agreements regarding telephonic or electronic electronic: (including without limitation, by telephone or cellular phone, email, mobile services, Internet or otherwise1) advertising, marketing or promotions, ; (2) linking, ; (3) use of search engines or metatags engines, metatags, metadata or the like, or ; and/or (4) insertion of any Information onto a device owned or operated by third parties such as customers of Company, survey takers or Panel members, whether any of the foregoing is done electronically in whole or in part. As used herein, the term "electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities, including but not limited to communications by telephone, cellular phone, facsimile, email, mobile services, or Internet; (N) all agreements with and policies concerning current members of the Panel, including but not limited to those regarding: online and offline recruitment of Panel members and survey takers; Panel membership; compensation or other reward of or incentives for Panel members, survey takers or recruiters, including agreements with third parties for the processing, clearing and delivery of same and for the reporting of unclaimed property; all privacy and security policies, online terms of use, incentive policies, sweepstakes rules and any other terms and conditions used in connection with the Panel and the Company's websites in effect as of the date of the Closing and applicable to current Panel members; and all procedures (including online screens) relating to obtaining agreement or consent to any of the foregoing, or (nO) any agreements for current other agreement (or continuing or ongoing services with customers group of related agreements) the Company (including, without limitation, motion picture, advertising or commercial customers)performance of which involves consideration in excess of $25,000. The Company has delivered to Parent a correct and complete copy of each written Contract agreement or policy listed in Schedule 2.17 2.16 and a written summary setting forth the material terms and conditions of each oral Contract agreement or policy referred to in Schedule 2.172.16. With respect to each such Contract agreement or policy: (i) such is legal, valid, binding, enforceable and in full force and effect; (ii) such will continue to be legal, valid, binding, enforceable and in full force and effect on the identical terms immediately after following the consummation of the transactions contemplated hereby; (iii) to the Company's knowledge, no party thereto or other person is in noncompliance, breach or default in any material respect with respect theretodefault, and no event has occurred which with notice or lapse of time would constitute an act of noncompliance, breach or default with respect thereto in any material respectdefault, or permit cancellation, modification or acceleration, under such Contractagreement or policy; and (iv) to the Company's knowledge, no party thereto has repudiated any material provision of such Contractagreement.

Contracts and Policies. Schedule 2.17 3.17 lists the following Contracts and other agreements to which the Company is currently a partyparty and policies that the Company has adopted or otherwise made available to third parties, except for those Contracts with respect to which including the consequences of a default or termination by either party would not have a Company Material Adverse Effectfollowing: (a) any agreement (or group of related agreements) for the lease of personal property to or from any personPerson providing for lease payments of any amount or for a term of more than one year; (b) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products or other personal property, or for the furnishing or receipt of servicesservices of any amount or which has a term of any duration; (c) any partnership or joint venture agreement; (d) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in any amount, or under which it has imposed a Security Interest on any of its Assets, tangible or intangible; (e) any agreement concerning confidentiality or non-competition, exclusivity, non-solicitation, right of first refusal, or right of first negotiation or, to the extent (i) materially restricting the business or operations of the Company or (ii) outside of the Ordinary Course of Business of the Company, confidentialitynegotiation; (f) any agreement with any stockholder of the CompanyShareholders or Affiliates of any of the Shareholders; (g) any agreement to supply goods or services or Information to any party, whether a related party or an unrelated third party, or to receive goods or services or Information from any party, whether a related party or an unrelated third party, other than in the Ordinary Course of Business of the Company; (h) any agreement which has a covenant or condition relating to concerning a change of control, including any agreement to provide consideration or accelerate options to purchase stock; (i) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or other material plan or arrangement (including any Employee Benefit Plan) for the benefit of its current or former directors, officers and employees; (j) any collective bargaining agreement; (k) any agreement for the employment of any individual on a full-time, part-time, consulting or other basis; (l) any agreement with respect to under which the consequences of a default or termination would be reasonably likely to could have a Company Material Adverse Effect; (m) any agreement or policies regarding Company undertakings or statements relating to privacy or security of Information, including Information owned by third parties that is handled, controlled or possessed by Company; (n) any agreements regarding telephonic or electronic (including without limitation, by telephone or cellular phone, email, mobile services, Internet or otherwise) advertising, marketing or promotions, linking, use of search engines or metatags or the like, or insertion of any Information onto a device owned or operated by third parties such as customers of Company or survey takers or Panel members; (o) all agreements with and policies concerning current members of the Panel, including but not limited to those regarding: online and offline recruitment of Panel members and survey takers; Panel membership; compensation or other reward of or incentives for Panel members, survey takers or recruiters, including agreements with third parties for the processing, clearing and delivery of same and for the reporting of unclaimed property; all privacy and security policies, online terms of use, incentive policies, sweepstakes rules and any other terms and conditions used in connection with the Panel and the Company's websites in effect as of the date of the Closing and applicable to current Panel members; and all procedures (including online screens) relating to obtaining agreement or consent to any of the foregoing, or (np) any agreements for current other agreement (or continuing or ongoing services with customers group of related agreements) the Company (including, without limitation, motion picture, advertising or commercial customers)performance of which involves consideration in excess of $10,000. The Company has delivered to Parent Buyer a correct and complete copy of each written Contract agreement or policy listed in Schedule 2.17 3.17 and a written summary setting forth the material terms and conditions of each oral Contract agreement or policy referred to in Schedule 2.173.17. With respect to each such Contract agreement or policy: (i) such is legal, valid, binding, enforceable and in full force and effect; (ii) such will continue to be legal, valid, binding, enforceable and in full force and effect on the identical terms immediately after following the consummation of the transactions contemplated hereby; (iii) no party thereto or other person Person is in noncompliance, breach or default in any material respect with respect theretodefault, and no event has occurred which with notice or lapse of time would constitute an act of noncompliance, breach or default with respect thereto in any material respectdefault, or permit cancellation, modification or acceleration, under such Contractagreement or policy; and (iv) no party thereto has repudiated any material provision of such Contractagreement.