Common use of Listed Contracts Clause in Contracts

Listed Contracts. As of the date hereof, except for Contracts listed in Section 2.17(i) of the Company Disclosure Letter, the Company and its Subsidiaries are not a party to or bound by any material Contract (each, together with each Contract required to be disclosed on the Company Disclosure Letter pursuant to any of the representations and warranties in this Article 2, a "Company Listed Contract"), including the following Contracts (whether or not material): (a) any distributor, sales, reseller, advertising, agency, original equipment manufacturer, sales representative, joint marketing, joint development or joint venture Contract; (b) any continuing Contract for the purchase of materials, supplies, equipment or services that involves the payment by the Company or any of its Subsidiaries of more than $50,000 over the life of the Contract; (c) any Contract pursuant to which the Company or any of its Subsidiaries is obligated to provide services at a price fixed before performance of such services (but excluding warranty and maintenance Contracts); (d) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (e) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities of any other Person; (f) any Contract for any capital expenditure in excess of $150,000 individually or $500,000 in the aggregate; (g) any Contract in accordance with which the Company or any of its Subsidiaries is a lessor or lessee of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property and involving in the case of any such Contract more than $50,000 over the life of the Contract; (h) any Contract in accordance with which the Company or any of its Subsidiaries is a lessor or lessee of any real property; (i) any Contract providing rights to or that are based upon any Company or any of its Subsidiaries Intellectual Property, including Customer License Agreements, and (2) any Contract providing for the development of any Software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property for the Company or any of its Subsidiaries, or providing for the purchase by or license to (or for the benefit or use of) the Company or any of its Subsidiaries of any Software, technology or Intellectual Property, which Software, content, technology or Intellectual Property is used or incorporated (or is contemplated by it to be used or incorporated) in connection with any aspect or element of any material product, service or technology of the Company or any of its Subsidiaries or sold by the Company or any of its Subsidiaries; (j) any Contract providing rights to, or based upon, any Company Intellectual Property (other than licenses for Third Party Software); (k) any Contract in which any Person has an interest under circumstances that would be required to be reported by the Company as a Certain Relationship or Related Transaction pursuant to Item 404 of Regulation S-K promulgated by the SEC if the Company was subject to such reporting requirements; (l) any Contract relating to the disposition or acquisition of material assets or any material interest in any business enterprise, except for the sale of products or services in the ordinary course of business; (m) any Contract with any Governmental Authority, other than any Contract with any client; (n) any Contract with ongoing obligations relating to settlement of any Action; (o) any Contract that results in any Person (other than officers, directors or employees) holding a power of attorney from the Company; or (p) any Contract with SMART and Associates, LLP. A true and complete copy of each Company Listed Contract has been made available to Parent's legal counsel. All Company Listed Contracts are in executed written form, and the Company and its applicable Subsidiaries have performed in all material respects all of the material obligations required to be performed by it and is entitled to all benefits under, and the Company and its applicable Subsidiaries are not in default of any material provision in respect of, any Company Listed Contract. Each of the Company Listed Contracts is a valid and binding agreement of the Company and its applicable Subsidiaries and, to the knowledge of the Company, the other parties thereto, and there exists no material default or event of default or event, occurrence, condition or act, which would reasonably be expected to result in the Final Surviving Entity, or the applicable Subsidiary of the Company, not enjoying in all material respects all material economic benefits that the Company, or the applicable Subsidiary of the Company, enjoyed before the Closing and to which it is entitled post-Closing under any Company Listed Contract.

Listed Contracts. As of the date hereof, except for Contracts listed in Section 2.17(i3.17(i) of the Company Parent Disclosure Letter, the Company Parent and its Subsidiaries are not a party to or bound by any material Contract (each, together with each Contract required to be disclosed on the Company Parent Disclosure Letter pursuant to any of the representations and warranties in this Article 23, a "Company Parent Listed Contract"), including the following Contracts (whether or not material): (a) any distributor, sales, reseller, advertising, agency, original equipment manufacturer, sales representative, joint marketing, joint development or joint venture Contract; (b) any continuing Contract for the purchase of materials, supplies, equipment or services that involves the payment by the Company Parent or any of its Subsidiaries of more than $50,000 200,000 over the life of the Contract; (c) any Contract pursuant to which the Company Parent or any of its Subsidiaries is obligated to provide services at a price fixed before performance of such services (but excluding warranty and maintenance Contracts); (d) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (e) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities of any other Person; (f) any Contract for any capital expenditure in excess of $150,000 individually or $500,000 in the aggregate; (g) any Contract in accordance with which the Company Parent or any of its Subsidiaries is a lessor or lessee of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property and involving in the case of any such Contract more than $50,000 over the life of the Contract; (h) any Contract in accordance with which the Company Parent or any of its Subsidiaries is a lessor or lessee of any real property; (i) any Contract providing rights to or that are based upon any Company Parent or any of its Subsidiaries Subsidiaries' Intellectual Property, including Customer License Agreements, and (2) any Contract providing for the development of any Software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property for the Company Parent or any of its Subsidiaries, or providing for the purchase by or license to (or for the benefit or use of) the Company Parent or any of its Subsidiaries of any Software, technology or Intellectual Property, which Software, content, technology or Intellectual Property is used or incorporated (or is contemplated by it to be used or incorporated) in connection with any aspect or element of any material product, service or technology of the Company Parent or any of its Subsidiaries or sold by the Company Parent or any of its Subsidiaries; (j) any Contract providing rights to, or based upon, any Company Parent Intellectual Property (other than licenses for Third Party Software); (k) any Contract in which any Person has an interest under circumstances that would be required to be reported by the Company Parent as a Certain Relationship or Related Transaction pursuant to Item 404 of Regulation S-K promulgated by the SEC if the Company was subject to such reporting requirementsSEC; (l) any Contract relating to the disposition or acquisition of material assets or any material interest in any business enterprise, except for the sale of products or services in the ordinary course of business; (m) any Contract with any Governmental Authority, other than any Contract with any client; (n) any Contract with ongoing obligations relating to settlement of any Action;; or (o) any Contract that results in any Person (other than officers, directors or employees) holding a power of attorney from the Company; or (p) any Contract with SMART and Associates, LLPParent. A true and complete copy of each Company Parent Listed Contract has been made available to Parentthe Company's legal counsel. All Company Parent Listed Contracts are in executed written form, and the Company Parent and its applicable Subsidiaries have performed in all material respects all of the material obligations required to be performed by it and is entitled to all benefits under, and the Company Parent and its applicable Subsidiaries are not in default of any material provision in respect of, any Company Parent Listed Contract. Each of the Company Parent Listed Contracts is a valid and binding agreement of the Company Parent and its applicable Subsidiaries and, to the knowledge of the CompanyParent, the other parties thereto, and there exists no material default or event of default or event, occurrence, condition or act, which would reasonably be expected to result in the Final Surviving Entity, or the applicable Subsidiary of the CompanyParent, not enjoying in all material respects all material economic benefits that the CompanyParent, or the applicable Subsidiary of the CompanyParent, enjoyed before the Closing and to which it is entitled post-Closing under any Company Parent Listed Contract.