Common use of Material Contracts Clause in Contracts

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by: (i) any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.

Material Contracts. (a) Except as disclosed on in Schedule 3.11, and except, in as of the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarydate hereof, neither the Company ASFC nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by: (i) any lease not made in the ordinary course of business which involves payments real property where any of more than ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $150,000 per year 1,000,000 or extends beyond more, (B) expiring after December 31, 19992002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of business which individually does not exceed ASFC of $250,0001,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more; (iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability; (iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (v) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property any guarantee or similar agreement or arrangement relating thereto, other than (in either case, whether incurred, assumed, guaranteed or secured by A) any asset), except any such agreement entered into guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $25,00010,000,000; (ivvi) any material partnershiplicense, joint venture franchise or other similar agreement or arrangementmaterial to ASFC and its Subsidiaries, taken as a whole; (vvii) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of businessmaterial to ASFC and its Subsidiaries, taken as a whole; (viviii) any material agreement that restricts or arrangement with Seller prohibits ASFC or any Subsidiary of its Affiliates; orASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date; (viiix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other agreement not made than any such treaty or contract entered into in the ordinary course of business that is consistent with past practice; (x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries; (xi) any "stop loss" agreements, other than those entered into in the ordinary course of business consistent with past practice; (xii) any agreements (other than insurance policies or other similar agreements issued by any Subsidiary of ASFC in the ordinary course of its business) material to ASFC and its Subsidiaries taken as a whole pursuant to which ASFC or any Subsidiary of ASFC is obligated to indemnify any other Person; or (xiii) any agreement with ASFC or any of its Affiliates. (b) ASFC has heretofore furnished or made available to Buyer complete and correct copies of the Company contracts, agreements and instruments listed on Schedule 3.11, each as amended or modified to the date hereof, including any waivers with respect thereto (the "Significant Agreements"). Except as specifically disclosed on Schedule 3.11, and except to the extent not material to ASFC and its Subsidiaries taken as a whole. : (bi) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and Significant Agreements is in full force and effecteffect and enforceable in accordance with its terms, subject to (A) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and the rights of creditors of insurance companies generally and (B) general principles of equity (regardless of whether considered in a proceeding at law or in equity); (ii) neither the Company ASFC nor any Subsidiary isof its Subsidiaries has received any notice (written or oral) of cancellation or termination of, nor or any expression or indication of an intention or desire to cancel or terminate, any of the Significant Agreements; (iii) no Significant Agreement is the subject of, or, to the knowledge Knowledge of Seller is ASFC, has been threatened to be made the subject of, any arbitration, suit or other party thereto, in legal proceeding; and (iv) there exists no material event of default or occurrence, condition or act on the part of ASFC or any Subsidiary of ASFC which constitutes or would constitute (with notice or lapse of time or both) a material breach in of or material default under any material respect under of the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectSignificant Agreements.

Material Contracts. (a) Except as disclosed on Section 5.14 of the Company Disclosure Schedule 3.11lists each of the following Contracts, and exceptwhether written or oral, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, to which the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party or by which it is bound as of the date of this Agreement (each such Contract listed or required to or bound by:be so listed, a “Company Material Contract”): (i) any lease not made in the ordinary course Contract or series of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (ii) any agreement related Contracts for the purchase purchase, receipt, lease or use of materials, supplies, goods, services, equipment or other assets not made involving future payments by or to the Company or any of its Subsidiaries of more than $200,000 in the ordinary course of business which individually does not exceed $250,000; aggregate (iii) any agreement relating other than Contracts involving payments to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement Company entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000business, including investment banking contracts); (ivii) any material partnershipsales agency, joint venture sales representation, distributorship or other similar agreement or arrangementfranchise agreement; (viii) any material agency, dealer, sales representative, marketing Contract or other similar agreement not made in series of related Contracts involving payments by or to the ordinary course of business; (vi) any material agreement or arrangement with Seller Company or any of its Affiliates; or (vii) any other agreement not made Subsidiaries of more than $50,000 in the ordinary course aggregate that requires consent of business that is material or notice to a third party in the event of or with respect to the Company and the Subsidiaries taken as Merger in order to avoid a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11breach or termination of, each agreement disclosed in any Schedule to this Agreement to which the Company a loss of benefit under, or any Subsidiary is triggering a party is a valid and binding agreement price adjustment, right of the Company renegotiation or a Subsidiaryother remedy under, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which in each case that would not reasonably be expected to have a Material Adverse Effect on the Company; (iv) promissory notes, loans, agreements, indentures, evidences of indebtedness or other instruments providing for or relating to the lending of money, whether as borrower, lender or guarantor, in amounts greater than $25,000 in the aggregate; (v) any Contract restricting the payment of dividends or the repurchase of stock or other equity; (vi) any collective bargaining agreements; (vii) any material joint venture, profit sharing, partnership agreements or other similar agreements; (viii) any Contracts or series of related Contracts relating to the acquisition or disposition of a Chubb Securities material amount of assets outside the ordinary course of business (in each case, whether by merger, sale of stock, sale of assets or otherwise); (ix) all leases or subleases for real or personal property involving annual expense in excess of $1,000 and not cancelable by the Company (without premium or penalty) within six months; (x) any Contract that (A) limits in any material respect the freedom of the Company or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or which would so limit the freedom of Parent, the Company or any of their respective Affiliates after the Effective Time or (B) contains any material exclusivity, “most favored nation”, rights of first refusal, rights of first negotiation or similar obligations or restrictions that are binding on the Company or any of its Subsidiaries or that would be binding on Parent or its Affiliates after the Effective Time; (xi) agreements by the Company or any of its Subsidiaries not to acquire assets or securities of a third party (including standstill agreements) or agreements by a third party not to acquire assets or securities of the Company or any of its Subsidiaries (including standstill agreements), in each case entered into outside the ordinary course of business; (xii) any material Contract providing for the indemnification by the Company or any of its Subsidiaries of any Person or under which the Company or any of its Subsidiaries has guaranteed any liabilities or obligations of any other Person, in each case entered into outside the ordinary course of business; (xiii) any material Contracts with any (A) officer or director of the Company or any of its Subsidiaries (or any other employee who is one of the twenty most highly compensated employees of the Company and its Subsidiaries) for the twelve-month periods ended November 30, 2009 and 2010; (B) record or beneficial owner of five percent or more of the voting securities of Company; or (C) affiliate (as such term is defined in Rule 12b-2 promulgated under the ▇▇▇▇ ▇▇▇) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any such officer, director or beneficial owner; and (xiv) any other Contract required to be filed by the Company pursuant to Item 601(a)(10) of Regulation S-K of the SEC. (b) The Company has prior to the date of this Agreement delivered or Made Available to Parent complete and accurate copies of each Company Material Contract listed, or required to be listed, in Section 5.14 of the Company Disclosure Schedule (including all amendments, modifications, extensions and renewals thereto and waivers thereunder). All of the Company Material Contracts are valid and binding obligations of the Company and its Subsidiaries, and to the Knowledge of the Company are binding obligations of the other parties thereto, and are in full force and effect (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms), except where the failure to be valid and binding and in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse EffectEffect on the Company, and no written notice to terminate and no written notice of an intent to terminate, in whole or part, any Material Contract has been received by the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party thereto is in default or breach under the terms of any Company Material Contract except for such instances of default or breach that would not be reasonably likely to result in a Material Adverse Effect on the Company.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in As of the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarydate hereof, neither the Company nor any Subsidiary, to the best of their knowledge, Subsidiary is a party to or bound by: (i) any lease not made in the ordinary course (whether of business which involves payments real or personal property) providing for annual rentals of more than $150,000 per year 500,000 or extends beyond December 31, 1999more; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in providing for either (A) annual payments by the ordinary course Company and the Subsidiaries of business which individually does not exceed $250,000500,000 or more or (B) aggregate payments by the Company and the Subsidiaries of $1,000,000 or more; (iii) any sales, distribution or other similar agreement providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to the Company and the Subsidiaries of $2,000,000 or more or (B) aggregate payments to the Company and the Subsidiaries of $5,000,000 or more; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) owned by the Company or any of its Subsidiaries; (vi) any agreement relating to the acquisition of any business (whether by merger, sale of stock, sale of assets or otherwise) (A) entered into since January 1, 2010 or (B) that contains any outstanding non-competition, earn-out or other contingent payment obligations or any other outstanding obligation of the Company or any of its Subsidiaries; (vii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000500,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty; (ivviii) any agreement pursuant to which the Company or any of its Subsidiaries is granted rights (including any covenant not to assert) with respect to any material partnership, joint venture or Intellectual Property (other similar agreement or arrangementthan licenses of unmodified commercially available off-the-shelf software); (vix) any agreement pursuant to which the Company or any of its Subsidiaries grants rights (including any covenant not to assert) with respect to any material Intellectual Property owned by or licensed to the Company or any of its Subsidiaries (including any agreement that would encumber or purport to encumber any Intellectual Property owned by or exclusively licensed to any Affiliate of the Company (other than any of its Subsidiaries) which is not a direct party to such agreement), other than non-exclusive grants of such rights in the ordinary course of business by the Company or any of its Subsidiaries in connection with and limited to use of any of the Company’s or its Subsidiaries’ supplied products or services; (x) any option, franchise or similar agreement; (xi) any agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of businessagreement; (vixii) any material agreement that limits the freedom of the Company or arrangement any Subsidiary (or that purports, after the Closing to limit the freedom of Parent, the Company or any of their respective affiliates) to compete in any line of business or with Seller any Person or in any area; (xiii) any agreement with (A) any of the Company’s Affiliates, (B) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Company or any of its Affiliates, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Company or any of its Affiliates or (D) any director or officer of the Company or any of its Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; or (viixiv) any other agreement agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company and the Subsidiaries Subsidiaries, taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11Each agreement, each agreement contract, plan, lease, arrangement or commitment disclosed in any Schedule to this Agreement or required to which the Company be disclosed pursuant to this Section or any Subsidiary is other Section of this Article 4 (each, a party “Material Contract”) is a valid and binding agreement of the Company or a any Subsidiary, as the case may bebe (subject, in the case of enforceability, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and to general principles of equity), and is in full force and effect, and neither none of the Company nor Company, any Subsidiary isor, nor to the knowledge of Seller is the Company, any other party thereto, thereto is in default or breach in any material respect under the terms of any such agreement, except for contract, plan, lease, arrangement or commitment, and, to the knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. True and complete copies of each such defaults agreement, contract, plan, lease, arrangement or breaches which would not reasonably be expected commitment have been delivered to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectParent.

Material Contracts. (a) Except as disclosed on Schedule 3.11filed as exhibits to the Company SEC Documents prior to the date of this Agreement, and except, in the case none of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound byby any contract that, as of the date hereof: (i) any lease not made is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999Securities Act); (ii) calls for aggregate payments by the Company or any agreement for of its Subsidiaries under such contract of more than $12,000,000 over the purchase remaining term of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000such contract; (iii) calls for annual aggregate payments by the Company or any agreement relating to indebtedness for borrowed money or of its Subsidiaries under such contract of more than $5,000,000 over the deferred purchase price remaining term of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000contract; (iv) contains any non-compete or exclusivity provisions binding on the Company or any of its Subsidiaries with respect to any line of business or geographic area with respect to the Company or any of its Subsidiaries, or that restricts the conduct of any line of business by the Company or any of its Subsidiaries or any geographic area in which the Company or any of its Subsidiary may conduct business; (v) creates any (x) material partnership, limited liability company agreement, joint venture or other similar agreement entered into with any third party or arrangement; (vy) any material agencymanagement, dealeroperating, sales representativefranchise, marketing license or other similar agreement not made in the ordinary course of businessentered into with any third party; (vi) provides for the purchase, sale or exchange of, or option to purchase, sell or exchange any material agreement or arrangement with Seller real property of the Company or any of its Affiliates; orSubsidiaries; (vii) any other is a contract or agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement pursuant to which the Company or any Subsidiary is a party is a valid and binding agreement of its Subsidiaries agrees to indemnify or hold harmless any director or executive officer of the Company or any of its Subsidiaries (other than the organizational documents for the Company or its Subsidiaries); (viii) is a Subsidiarymaterial loan agreement, guaranty, letter of credit, indenture, note, bond, debenture, mortgage or any other agreement or instrument evidencing a capitalized leased obligation or other indebtedness of, or for the benefit of, the Company or any Subsidiary or any guaranty thereof; or (ix) is an interest rate cap, interest rate collar, interest rate swap, currency hedging transaction or any other similar agreement to which the Company or any of its Subsidiaries is a party. Each contract of the type described in this Section 4.18(a), whether or not set forth in Item 4.18 of the Company Letter, is referred to herein as a “Material Contract.” (b) Each Material Contract is valid and binding, in all material respects, on the case may beCompany and/or each of its Subsidiaries party thereto, and is in full force and effectand, and neither to the Knowledge of the Company, each other party thereto. (c) Neither the Company nor any Subsidiary is, nor to the knowledge of Seller its Subsidiaries is any other party thereto, in default under any Material Contract and no event or breach circumstance, with or without notice or the passage of time, has occurred pursuant to any Material Contract which would result in any material respect under the terms a default or acceleration of payment, or forfeiture of any such agreementrights, except for such defaults or breaches which as would not reasonably be expected to have (i) prevent or materially delay the consummation of the Merger, the Parent Asset Purchase or the Arizona Asset Purchase and the other transactions contemplated by this Agreement or (ii) result in a Material Adverse Effect on the Company. To the Knowledge of the Company, no counterparty of the Company or a Chubb Securities any of its Subsidiaries, as applicable, under any Material Adverse EffectContract has failed to perform its material obligations thereunder when required to be so performed and each is current in its material obligations to the Company or its Subsidiaries, as applicable, thereunder. (d) Prior to the date hereof, the Company has made available true, correct and complete copies of all agreements described in Section 4.18(a).

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in As of the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarydate hereof, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound byby : (i) any inbound lease, license, purchase or other similar agreement for the purchase, lease not made or license by the Company or any of its Subsidiaries of goods, services, Intellectual Property or other assets that has resulted in annual payments by the ordinary course Company or any of business which involves its Subsidiaries of $1,000,000 or more during any fiscal year beginning on or after January 1, 2007 or that obligates the Company or any of its Subsidiaries to make payments in any fiscal year of more than $150,000 per year 1,000,000 or extends beyond December 31more, 1999except for any such contract between the Company and/or any of its Subsidiaries; (ii) any contract or agreement evidencing Indebtedness, in or for an amount of $500,000 or more, except for any such contract or agreement between the purchase Company and/or any of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000its Subsidiaries; (iii) any agreement relating to indebtedness for borrowed money joint venture, partnership, or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000similar agreement; (iv) any contract or agreement relating to the acquisition or disposition of any material partnership, joint venture business or other similar agreement any interest therein under which the Company or arrangementany of its Subsidiaries has any material outstanding rights or obligations; (v) any material agencyCompany IP Agreement set forth, dealeror required to be set forth, sales representative, marketing or other similar agreement not made in Section 4.15(a) of the ordinary course of business;Company Disclosure Schedule; and (vi) any material contract or agreement required to be included in the Company SEC Documents pursuant to Item 601(b)(10) of Regulation S-K of the SEC. Any contract, arrangement, commitment or arrangement understanding of the type described in this Section 4.20(a) above, together with Seller any outbound lease, license, sale or other similar agreement (excluding any purchase orders) providing for the sale, lease or license by the Company or any of its Affiliates; or (vii) any Subsidiaries of goods, services, Intellectual Property or other agreement not made in the ordinary course of business assets that is material expected to result in annual payments to the Company and or any of its Subsidiaries of $1,000,000 or more, except for any such contract between the Subsidiaries taken Company and/or any of its Subsidiaries, will be referred to herein as a whole“Material Contract”. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which Each of the Company or any Subsidiary Material Contracts is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effecteffect and neither the Company nor any of its Subsidiaries, nor to the Company’s knowledge any other party to a Material Contract, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contract, and neither the Company nor any Subsidiary isof its Subsidiaries has received notice that it has breached, violated or defaulted under any Material Contract. Neither the Company nor any of its Subsidiaries is party to the knowledge of Seller is any other party theretocontract, in default agreement, arrangement or breach understanding containing any provision or covenant limiting in any material respect under the terms ability of the Company or any of its Subsidiaries (or, after the consummation of the Merger, Parent, the Surviving Corporation or any of their respective Subsidiaries) to (i) sell any products or services of or to any other Person or in any geographic region, (ii) engage in any line of business or (iii) compete with or to obtain products or services from any Person or limiting the ability of any such agreementPerson to provide products or services to the Company or any of its Subsidiaries (or, except for such defaults after the consummation of the Merger, Parent, the Surviving Corporation or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effectany of their respective Subsidiaries).

Material Contracts. (a) Except for Financing Contracts, Non-Recourse Notes and Credit Enhancements, Section 4.13 of the Seller Disclosure Letter sets forth, as disclosed on Schedule 3.11of the date hereof, a true, complete and exceptcorrect list of every contract, in the case of Section 3.11(a)(i)agreement, loan, lease, license, guarantee, understanding or commitment (iieach such item, a "Contract") and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, to which the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, Subsidiary is a party to or by which it is bound by: that (i) provides for aggregate future payments by the Company or any lease not made in Company Subsidiary, or to the ordinary course of business which involves payments Company or any Company Subsidiary, of more than $150,000 per 50,000 and has an unexpired term exceeding one year and may not be canceled upon 60 days' notice without any liability, penalty or extends beyond December 31, 1999; premium (ii) any agreement for the excluding purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement orders and invoices entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made incurred in the ordinary course of business; ); (viii) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to was entered into by the Company and or a Company Subsidiary with a stockholder, officer, director or significant employee of the Subsidiaries taken as Company, a whole. Company Subsidiary or Seller (bother than contracts identified in Section 4.9 of the Seller Disclosure Letter); (iii) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which is a collective bargaining or similar agreement; (iv) guarantees or indemnifies or otherwise causes the Company or any Company Subsidiary is to be liable or otherwise responsible for the obligations or liabilities of any other Person or provides for a party is a valid and binding charitable contribution by the Company or any Company Subsidiary; (v) involves an agreement with any bank, finance company or similar organization for borrowed money or indebtedness of the Company or a any Company Subsidiary, as the case may be, and is in full force and effect, and neither ; (vi) materially restricts the Company nor or any Company Subsidiary isfrom engaging in any business or activity anywhere in the world; (vii) is an employment agreement, nor to consulting agreement or similar arrangement with any Person who is an employee or former employee of the knowledge of Seller is Company or any Company Subsidiary (each, a "Company Employee"), or any other party theretoPerson (other than Contracts identified in Section 4.9 of the Seller Disclosure Letter); (viii) is an agreement for the purchase or sale of a portfolio of Financing Contracts or Non-Recourse Notes with an aggregate value in excess of $500,000; (ix) is an agreement pursuant to which any Person is entitled or obligated to (A) manage, in default service, administer, enforce or breach in make collections on any material respect under Financing Contract or Non-Recourse Note or (B) repossess or otherwise convert the terms ownership of any such agreementPortfolio Property or to sell or otherwise dispose of Portfolio Property; (x) is an agreement with a collection agency for the collection of past-due payments under Financing Contracts or Non-Recourse Notes; or (xi) is an agreement or commitment by investors to purchase any Non-Recourse Notes or Financing Contracts, except for such defaults or breaches which would not reasonably be expected interests on participations therein, or an agreement or commitment to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.sell any Non-Recourse

Material Contracts. (a) Except as disclosed set forth on Schedule 3.11Section 3.08(a) of the Disclosure Letter, and except, in as of the case date of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarythis Agreement, neither the Company Seller nor any Subsidiary, to the best of their knowledge, its Affiliates is a party to or bound byany of the following relating exclusively to the Business: (i) any lease not made Transferred Contract (other than any Transferred IP Agreement) the performance of which is reasonably expected to involve annual payments on the part of Seller or a Selling Affiliate or any other Person in excess of $500,000 (excluding sales orders and purchase orders issued in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999consistent with past practice); (ii) any agreement Transferred Contract that is a joint venture, partnership or other similar agreement; (iii) any Transferred Contract which limits or purports to limit the ability of Seller or any Selling Affiliate to (A) compete in any line of business or with any Person or in any geographic area or during any period of time, (B) own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Transferred Asset or which would so limit or purport to limit the freedom of Buyer or any of its Affiliates after the Applicable Closing Date, or (C) solicit for employment or employ any Person; (iv) any Transferred Contract that grants a Lien (other than a Permitted Lien) on any Transferred Asset; (v) any Transferred Contract that provides for the sale of any Transferred Asset or the grant of any preferential rights to purchase any Transferred Asset, in each case other than sales of Inventory in the ordinary course of business consistent with past practice; (vi) any Transferred Contract under which Seller or any Selling Affiliate has guaranteed any liabilities or obligations of any other Person; (vii) any Transferred Contract that is a sales, distribution or other similar agreement providing for the sale by Seller or any Selling Affiliate of materials, supplies, goods, services, equipment or other assets not made (excluding any agreement between Seller and any of its Affiliates or between Affiliates of Seller) and that is expected to involve annual payments to Seller or any Selling Affiliate in the ordinary course excess of business which individually does not exceed $250,000; (iiiviii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property Transferred Contract that is an option, license (in either case, whether incurred, assumed, guaranteed or secured by other than any assetTransferred IP Agreement), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000franchise or similar agreement; (ivix) any material partnership, joint venture or other similar agreement or arrangement; (v) any material Transferred Contract that is an agency, dealer, sales representative, marketing or other similar agreement not made that is expected to involve annual payments on the part of Seller or a Selling Affiliate in the ordinary course excess of business$250,000; (vix) any material agreement or arrangement with Seller or any of its Affiliatesthe Transferred IP Agreements; or (viixi) any other agreement Transferred Contract that is material to the Business, taken as a whole, and not made in the ordinary course of business consistent with past practice. (b) Section 3.08(b) of the Disclosure Letter sets forth, as of the date of this Agreement, all of the Commingled Contracts that is are Transferred Contracts and that are material to the Company and the Subsidiaries Business, taken as a whole. (bc) Seller has made available in the Data Room a correct and complete copy of each Contract or other document required to be disclosed on Section 3.08(a) or Section 3.08(b) of the Disclosure Letter (each, a “Material Contract”), except (i) in the case of purchase orders or (ii) in the case of any Contract or other document required to be disclosed on Section 3.08(b) of the Disclosure Letter, (A) to the extent the portion thereof relating to any business (other than the Business) of Seller or any of its Affiliates has been redacted therefrom or (B) for the omission of pricing schedules containing both pricing for the Business and pricing for any other business of Seller or any of its Affiliates (provided that the pricing for the Business contained in such pricing schedules has otherwise been made available in the Data Room). Except for agreements which are disclosed as terminable on Schedule 3.11would not, individually or in the aggregate, reasonably be expected to be material to the Business, taken as a whole, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary Material Contract is a party is a valid and binding agreement on Seller and any Affiliates of Seller that are parties thereto and, to the Company or a Subsidiaryknowledge of Seller, as the case may beeach other party thereto, and is in full force and effecteffect and is enforceable in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally and neither (ii) the Company availability of injunctive relief and other equitable remedies and principles (whether considered in a proceeding at law or in equity). Neither Seller nor any Subsidiary isSelling Affiliate is in material breach or default under any Material Contract to which it is a party, nor and, to the knowledge of Seller Seller, no event has occurred that with notice or lapse of time would constitute a material breach or default under any Material Contract. To Seller’s knowledge, none of the other parties to any Material Contract is any other party thereto, in breach or material default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effectthereunder.

Material Contracts. (a) Except as disclosed on Section 3.17 of Seller's Disclosure Schedule 3.11sets forth all of the following contracts related to the Business (the "Material Contracts"): (1) Collective bargaining agreements or other contracts with any labor union, and exceptor any contract, in whether written or oral (excluding any oral or written contract that is terminable-at-will under the case laws of Section 3.11(a)(i), (ii) and (viithe relevant jurisdiction without severance obligations), for any agreements that are terminable on not more than 60 days notice and without the payment employment of any penalty byTransferred Employee (as defined herein), or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by: (i) any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money loans to a Transferred Employee, or any retention, severance, change of control or similar arrangement with a Transferred Employee which would result in a payment becoming due as a result of the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000Closing; (iv2) Agreements or indentures relating to the borrowing of money, equipment leases or financing, or to the mortgaging, pledging or otherwise placing a lien on any material partnershipPurchased Asset; (3) Contracts or agreements (i) prohibiting it from freely engaging or competing in any business anywhere in the world, or (ii) entered into restricting Seller's right to use or disclose any information in its possession; (4) Partnership, joint venture venture, or other similar agreement or arrangementcontract arrangements; (v5) any Sales, distributorship, material agency, dealer, sales representative, marketing purchase orders or other similar agreement not made in contract arrangements relating to the ordinary course sale of businessa material quantity of Products; (vi6) The Seller's Contracts with its Third Party Payors that represent more than $100,000 of revenues on an annualized basis (excluding government agencies); (7) Any contract relating to the acquisition or disposition of any material agreement business of Seller (whether by merger, sale of stock, sale of assets or arrangement otherwise); (8) Contracts related to the licensing of Intellectual Property or Proprietary Rights, including those listed on Schedule 2.1(d); (9) Any contracts with Seller a Third Party Payor or any other third party that has terms which require Seller to be in any kind of its Affiliatesexclusive relationship with, or exclusively deal with, such Third Party Payor or other third party; or (vii10) any Any other agreement not made contract which creates future payment obligations in excess of $50,000 in the ordinary course aggregate and which by its terms does not terminate or is not terminable without penalty by Seller upon notice of business that is material to the Company and the Subsidiaries taken as a wholethirty (30) days or less. (b) Except for agreements which Seller has furnished to Buyer true and complete copies of each of the Material Contracts. (c) All of the Material Contracts are disclosed as terminable on Schedule 3.11legal, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, obligations and is in full force and effect, and neither the Company nor any Subsidiary is, nor . Seller has duly performed all of its obligations under each Material Contract to the knowledge of extent those obligations have accrued and no default, violation, or breach by Seller is or, to Seller's Knowledge, any other party theretounder any Material Contract has occurred which affects the enforceability of such Material Contract or any parties' rights thereunder, in default or breach in any material respect under the terms including without limitation rights of any such agreementtermination, modification and acceleration, except for such defaults where any of the foregoing would not, individually or breaches which would not reasonably in the aggregate, be expected to have a Material. (d) Seller is in compliance with all confidentiality and privacy provisions of each Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (ai) Except for the contracts included as disclosed on Schedule 3.11exhibits to the Mediconsult Public Reports or in connection with this transaction, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more other than 60 days notice and without contracts involving the payment or receipt of any penalty by, or any other material consequence to, the Company or any Subsidiaryless than $10,000, neither the Company Mediconsult nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:by any of the following (collectively and including the contracts which are included as exhibits to the Mediconsult Public Reports, the "Mediconsult Material Contracts"): (i1) any lease not made in contract or agreement for the ordinary course acquisition or sale of securities or any material portion of the assets or business which involves payments of more or to any other person or entity whether completed or pending other than $150,000 per year or extends beyond December 31, 1999pursuant to Mediconsult Options and Mediconsult Warrants; (ii2) any contract or agreement for the purchase of materials, supplies, goodsequipment, services, equipment services or other assets not made data involving in the ordinary course case of business which individually does not exceed any such contract or agreement more than $250,00010,000 over the life of the contract or agreement; (iii3) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either casecontract, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; instrument that expires or may be renewed at the option of any person other than Mediconsult or its Subsidiaries so as to expire more than six months after the date of this Agreement, or which is not terminable by Mediconsult or a Subsidiary (vas applicable) on sixty or fewer days' notice at any material agencytime without penalty, dealer, sales representative, marketing and involves the receipt or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller payment by Mediconsult or any of its AffiliatesSubsidiaries of more than $10,000 during any twelve month period; (4) any indenture, mortgage, note, loan agreement installment obligation or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement, any letter of credit or any leasing transaction of the type required to be capitalized in accordance with GAAP; (5) any contract or agreement for capital expenditures in excess of $10,000, individually or in the aggregate, with other similar contracts or agreements; (6) any contract or agreement which restricts the geographic and operational freedom of Mediconsult or any of its Subsidiaries or, to the Knowledge of Mediconsult, any of its officers or key employees to engage in any line of business (as that term is defined in the Exchange Act) or to compete with any Person except for competition in any lines of business in which neither Party is currently engaged or will foreseeably engage or any confidentiality, secrecy or non-disclosure contract or agreement other than an ancillary provision included as part of a contract or agreement entered into by Mediconsult or any of its Subsidiaries in the Ordinary Course of Business or other contracts or agreements which are substantially in the form as usually used by Mediconsult; (7) any contract or agreement involving payments during any twelve-month period of $10,000 or more, pursuant to which Mediconsult or any of its Subsidiaries is a lessor or lessee of any real property, machinery, equipment, motor vehicles, office furniture, fixtures or other personal property; (8) any contract or agreement with any person with whom Mediconsult or any of its Subsidiaries does not deal at arm's length within the meaning of the Code; (9) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other person; (10) any material consulting agreement; (11) any distribution, reseller, dealer, agency, franchise, advertising, revenue sharing, marketing or similar agreement; (12) any clearing agency, investment banking, placement, broker or similar agreement other than any agreement with ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in connection with this Agreement and the transactions contemplated hereby; (13) any agreement with any Governmental Entity or any self-regulatory organization; (14) any agreement to provide brokerage services or directly or indirectly participate in brokerage activities, commissions or fees in any manner (including any forms of customer brokerage agreements); (15) any data redistribution or other agreement with any vendor of financial market data or relating in any manner to financial market data; (16) any product and/or service warranties, price protection or return agreement or written policy or any similar written undertaking by or for which Mediconsult or any of its Subsidiaries remains responsible to perform (a form of any of the foregoing will be sufficient); (17) any agreement which would be terminable other than by Mediconsult or its Subsidiaries or any agreement that provides for the payment of money, accelerates or increases benefits, vesting or compensation or entitles any person to take actions or receive benefits or otherwise triggers obligations as a result of the Merger or consummation of any of the transactions contemplated by this Agreement not otherwise disclosed in the Disclosure Schedule; or (vii18) any other agreement not made in the ordinary course of business that which is material to the Company and operations of Mediconsult's or its Subsidiaries' business or operations or which may have a material affect on Mediconsult's assets or, properties or the Subsidiaries taken as a wholeMerger. (bii) Except for agreements which are disclosed as terminable on Schedule 3.11Each of Mediconsult and its Subsidiaries has performed all of the obligations required to be performed by it and is entitled to all accrued benefits under, and is not in default, nor to Mediconsult's Knowledge, has a claim been made that it is in default in respect of, each agreement disclosed in any Schedule to this Agreement Mediconsult Material Contract to which the Company or any Subsidiary it is a party or by which it is bound, except where the nonperformance would not have a valid and binding agreement Mediconsult Material Adverse Effect. Each of the Company or a Subsidiary, as the case may be, and Mediconsult Material Contracts is in full force and effecteffect and there exists no default or event of default or event, and neither the Company nor any Subsidiary isoccurrence, nor condition or act, with respect to the knowledge of Seller is Mediconsult or its Subsidiaries or, to Mediconsult's Knowledge, with respect to any other party theretocontracting party, in which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a material default or breach event of default under any Mediconsult Material Contract, except where the failure to give such notice would not have a Mediconsult Material Adverse Effect. There are no unwritten obligations or agreements or course of dealings contrary in any material respect under to the specific terms and conditions of any such agreementMediconsult Material Contract. True, except for such defaults correct and complete copies of all Mediconsult Material Contracts have been delivered or breaches which would not reasonably be expected made available to have a Material Adverse Effect Andrx or a Chubb Securities Material Adverse Effectfiled as an exhibit to the Mediconsult Public Reports.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case Section 5.09 of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any SubsidiaryDisclosure Schedule contains a complete and accurate list of all Contracts referred to in clauses (i) through (xv) below, neither inclusive, of this Section 5.09(a) (with specific reference to the subsection of this Section 5.09(a) to which it relates) to which the Company nor any Subsidiary, to the best of their knowledge, is a party and/or which relate to or bound byare used in the operation of the Business as currently conducted or as proposed to be conducted (each Contract required to be disclosed hereunder, a “Material Contract” and, collectively, the “Material Contracts”), complete and accurate copies of which have been made available to Buyer: (i) any lease not made in the ordinary course (whether of business which involves payments real or personal property) providing for annual rentals of more than $150,000 per year 50,000 or extends beyond December 31, 1999more; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made providing for either (A) annual payments by or on behalf of the Company and/or the Business of $50,000 or more or (B) aggregate payments by or on behalf of the Company and/or the Business of $100,000 or more, except for, in the ordinary course case of business which individually does not exceed $250,000either (A) or (B), such agreements with Business Service Providers cancellable without penalty on ninety (90) or less days notice; (iii) any sales, partnering, development, reseller or other similar agreement providing for the sale by or on behalf of the Company and/or the Business of products, services or other assets that provides for either (A) annual payments to or for the benefit of the Company and/or the Business of $50,000 or more or (B) aggregate payments to or for the benefit of the Company and/or the Business of $100,000 or more; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (ivvii) any material partnership(A) option, joint venture franchise or other similar agreement agreement, (B) Inbound Licenses, or arrangement(C) Outbound Licenses; (vviii) any material agreement (other than Outbound Licenses and Inbound Licenses) relating to the conception, development, authoring, creation, or reduction to practice of any component of the Company Products and Services by a third party; (ix) any agency, dealer, sales representative, distribution, reseller, marketing or other similar agreement not made in the ordinary course of businessagreement; (vix) any material agreement that (A) limits the freedom of the Company and/or the Business to compete in any line of business or arrangement against any Person or in any area or which would so limit the freedom of the Company and/or the Business after the Closing Date or (B) provides for pricing or other contract terms on a “most favored nations” or similar basis; (xi) any agreement with (A) the Seller or any of its Affiliates, or (B) any director or officer of the Company, the Seller or any of their respective Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or officer; (xii) any indemnification agreements, other than in connection with commercial transactions in the Ordinary Course of Business; (xiii) any contract with a Governmental Authority; (xiv) general powers of attorney; (xv) confidentiality and non-disclosure agreements, other than those entered into in the Ordinary Course of Business that are not individually material; or (viixvi) any other agreement agreement, commitment, arrangement or plan not made in the ordinary course Ordinary Course of business Business and not otherwise disclosed in clauses (i) through (xiv) above, that is material if terminated or breached would be reasonably expected to have a Material Adverse Effect on the Company and the Subsidiaries taken as a wholeCompany. (b) Except for agreements which are disclosed as terminable set forth on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which Section 5.09(b) of the Company or any Subsidiary is a party Disclosure Schedule, (i) each Material Contract is a valid and binding agreement of the Company or a SubsidiaryCompany, except as limited by the case may beBankruptcy and Equity Exceptions, and is in full force and effect, and neither (ii) none of the Company nor Company, the Seller and/or any Subsidiary isof the Seller’s Subsidiaries party to any Material Contract, nor as applicable, or, to the knowledge Knowledge of Seller the Seller, any third party that is any other party theretoto such Material Contract, is in default or breach in any material respect under the terms of such Material Contract and (iii) to the Knowledge of the Seller, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default under any Material Contract. Complete and accurate copies of each Material Contract (together with all amendments, modifications, extensions and other agreements with respect thereto) have been made available to Buyer. To Seller’s Knowledge, each Material Contract has been entered into on an arms-length basis. (c) Section 5.09(c)(i) of the Company Disclosure Schedule sets forth the names of (i) the twenty vendors or suppliers and (ii) the twenty customers to whom the Seller and/or its Affiliates, directly or indirectly, paid or received the greatest sum of money in respect of services, products or materials provided to or from the Company and/or the Business, as applicable, during the year ended December 31, 2012 and during the 11-months ended November 30, 2013. Since December 31, 2012, none of the partners or customers listed in Section 5.09(c)(i) of the Company Disclosure Schedule has canceled, materially reduced or otherwise terminated its business with the Company and/or the Business or has notified the Company and/or the Seller that it is canceling, materially reducing or otherwise terminating its business with the Company and/or the Business or that it intends to cancel, materially reduce or otherwise terminate its relationship with the Company and/or the Business. Section 5.09(c)(ii) of the Company Disclosure Schedule sets forth the top five Reseller Customers (as such agreementterm is defined in that certain Master Resale Agreement, except for dated as of February 1, 2012 (as the same may be amended, assigned or otherwise modified from time to time), as between the Seller and Broadcast Interactive Media, LLC), including the full legal name of each such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectReseller Customer.

Material Contracts. (a) Except for this Agreement or as disclosed on Schedule 3.11set forth in Section 3.17 of the Company Disclosure Schedules, and exceptother than any Company Plans, in as of the case Agreement Date, none of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither of the Company nor any Subsidiary, to the best of their knowledge, Subsidiaries is a party to or bound by:by (each of the following, together with the engagement letters set forth on Section 3.8 of the Company Disclosure Schedules, a “Company Material Contract”): (i) any lease not made Contract that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999Item 601(b)(10)(iii); (ii) any agreement for Contract with a related person (as defined in Item 404 of Regulation S-K of the purchase of materials, supplies, goods, services, equipment or other assets not made Securities Act) that would be required to be disclosed in the ordinary course of business which individually does Company SEC Reports but has not exceed $250,000been disclosed; (iii) any agreement Contract that contains a put, call, right of first refusal or similar right pursuant to which the Company or any Company Subsidiary could be required to purchase or sell, or offer for purchase or sale of any business, stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise); (iv) any Contract relating to indebtedness for borrowed money the borrowing or the deferred purchase price lending of property Indebtedness in excess of $50,000 (in either case, whether incurred, assumed, guaranteed or secured by any asset); (v) any Contract that is a settlement, except conciliation or similar agreement between the Company or any Company Subsidiary and any Governmental Authority pursuant to which the Company or a Company Subsidiary will be required after the date of this Agreement to pay any material monetary obligations; (vi) any Contract between the Company or any Company Subsidiary, on the one hand, and any third Person, on the other hand (A) materially limiting the freedom or right of the Company or any Company Subsidiary (or, following the Closing, Parent or any of its Affiliates) to engage in any line of business or to compete with any other Person in any location or line of business, (B) containing any “most favored nations” terms and conditions (including with respect to pricing) granted by the Company or any Company Subsidiary, or (C) containing exclusivity obligations or otherwise materially limiting the freedom or right of the Company or any Company Subsidiary to solicit, sell, distribute or manufacture any products or services or any technology or other assets to or for any other Person; (vii) any Contract between the Company or any Company Subsidiary and a third Person (A) relating to the disposition of any assets or business of the Company and the Company Subsidiaries with a fair market value in excess of $50,000 or (B) relating to the acquisition of any assets or business of, or ownership interests in, any third Person with a fair market value in excess of $50,000, in each case of clauses (A) and (B), whether by merger, sale of stock or assets or otherwise, and that contains continuing indemnities or other material obligations or any continuing “earn-out” or other contingent payment obligation on the part of the Company or any Company Subsidiary; (viii) any Contract between the Company or any Company Subsidiary and any third Person that establishes a joint venture, partnership or limited liability company; (ix) any Contract that by its express terms requires the Company or any Company Subsidiary, or any successor to, or acquirer of, the Company or any Company Subsidiary, to make any material payment to another Person as a result of a change of control of the Company or any such agreement Company Subsidiary (a “Change of Control Payment”) or gives another Person a right to receive or elect to receive a Change of Control Payment; (x) any Contract that prohibits the declaration or payment of dividends or distributions in respect of the capital stock of the Company or any Company Subsidiary, the pledging of the capital stock or other equity interests of the Company or any Company Subsidiary or the issuance of any guaranty by the Company or any Company Subsidiary; (xi) any Contract (excluding in each case Contracts entered into in the ordinary course of business consistent with past practice and agreements with employees or independent contractors) pursuant to which (a) both (i) the Company or any Company Subsidiary is granted a license to, including any covenant not to sue under, any material Intellectual Property Right owned by any third party that is necessary for or used by the Company or any Company Subsidiary in their respective businesses as currently conducted, and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the Company or any Company Subsidiary in an aggregate outstanding principal amount having an expected value in excess of $50,000 in the fiscal year ending December 31, 2024, or (b) both (i) the Company or any Company Subsidiary grants a third party a license to, including any covenant not exceeding to sue under, any material Company Intellectual Property and (ii) that requires by its terms or is reasonably expected to require the payment or delivery by the counterparty thereto of cash or other consideration to the Company or any Company Subsidiary in an amount having an expected value in excess of $25,00050,000 in the fiscal year ending December 31, 2024; (ivxii) any CBAs; (xiii) any Contract with any supplier that involved the payment of more than $50,000 in the Company’s last fiscal year; (xiv) any material partnership, joint venture Contract with any university or other similar agreement academic institution, research center, international organization or arrangement; (v) Governmental Authority having an expected value in excess of $50,000 in the fiscal year ending December 31, 2024, or in any single fiscal year thereafter, other than any sponsored research agreements, clinical trial site agreements, material agencytransfer agreements, dealer, sales representative, marketing sponsorship agreements or other similar agreement not made grant agreements entered into in the ordinary course of business; (vixv) any material agreement Contract that indemnifies any director or arrangement with Seller executive officer of the Company or any Company Subsidiary (other than any indemnification provisions set forth in the certificate of its Affiliatesincorporation or bylaws or comparable governing documents of the Company or any Company Subsidiary or Contracts entered into on substantially the same form as the Company’s standard forms previously made available to Parent); or (viixvi) any other agreement not made Contract that requires any capital commitment or capital expenditure (or series of capital expenditures) by the Company or any Company Subsidiary after the date hereof in an amount in excess of $50,000 in the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholeaggregate. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Each of Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and Material Contract is in full force and effect, and neither represents a valid and binding obligation of the Company nor any or a Company Subsidiary, enforceable in accordance with its terms against the Company or the Company Subsidiary is(as the case may be) and, nor to the knowledge Knowledge of Seller is the Company, any other party thereto, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally, and general principles of equity (regardless of whether such enforceability is considered in default a proceeding in Law or equity). Neither the Company nor any Company Subsidiary is in material breach in of or default, with or without notice, lapse of time or both, under any material respect under Company Material Contract, nor, to the terms of Company’s Knowledge, is any other party to any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Company Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (a) Except as for agreements, contracts, plans, leases, arrangements or commitments disclosed on Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, SCHEDULE 3.12 or any other material consequence toschedule to this Agreement, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is not a party to or bound bysubject to: (i) any lease not made in the ordinary course providing for annual rentals of business which involves payments of more than $150,000 per year 10,000 or extends beyond December 31, 1999more; (ii) any agreement contract for the purchase of materials, supplies, goods, services, equipment or other assets not made in providing for annual payments by the ordinary course Company of business which individually does not exceed $250,00010,000 or more; (iii) any sales, distribution or other similar agreement providing for the sale by the Company of materials, supplies, goods, services, equipment or other assets providing for annual payments in 1998 or thereafter to the Company of $25,000 or more; (iv) any partnership, joint venture or other similar contract, arrangement or agreement; (v) any contract relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into contracts relating to indebtedness incurred in the ordinary course of business with in an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business5,000; (vi) any material license agreement, franchise agreement or arrangement with Seller agreement in respect of similar rights granted to or any of its Affiliates; orheld by the Company; (vii) any agency, dealer, sales representative or other agreement similar agreement; (viii) any contract or other document that limits the freedom of the Company to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Company after the Closing Date; or (ix) any other contract or commitment not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholeCompany. (b) Except for agreements which are disclosed as terminable on Schedule 3.11Each agreement, each agreement contract, plan, lease, arrangement and commitment disclosed in any Schedule schedule to this Agreement or required to which the Company or any Subsidiary is a party be disclosed pursuant to Section 3.12(a) is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, except as may be limited by bankruptcy and other laws affecting creditors' rights generally, and by general principles of equity (whether considered in a proceeding in equity or at law), and neither the Company nor any Subsidiary isnor, nor to the knowledge of Seller is the Company and Sellers, any other party thereto, thereto is in default or breach in any material respect under the terms of any such agreement, except for such defaults contract, plan, lease, arrangement or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effectcommitment.

Material Contracts. (a) Except as disclosed on in Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary4.11, neither the Company nor any Subsidiary, to the best of their knowledge, Subsidiary is a party to or bound by:by and none of the assets of the Company or any Subsidiary is covered by or subject to any of the following (whether oral or written): (i) any lease not made in the ordinary course (whether of business which involves payments real or personal property) providing for annual rentals of more than $150,000 per year 50,000 or extends beyond December 31, 1999more; (ii) any agreement for the purchase of materials, software, supplies, goods, services, equipment or other assets not made in providing for either (A) annual payments by the ordinary course Company and the Subsidiaries of business which individually does not exceed $250,00050,000 or more or (B) aggregate payments by the Company and the Subsidiaries of $50,000 or more; (iii) any sales, distribution or other similar agreement providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to the Company and the Subsidiaries of $50,000 or more or (B) aggregate payments to the Company and the Subsidiaries of $50,000 or more; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,00050,000 and which may be prepaid on not more than 30 days notice without the payment of any penalty; (ivvii) any material partnershipoption, joint venture license, franchise or other similar agreement or arrangementagreement; (vviii) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of businessagreement; (viix) any material agreement that limits the freedom of the Company or arrangement any Subsidiary to compete in any line of business or with Seller any Person or in any area or which would so limit the freedom of the Company or any Subsidiary after the Closing Date; (x) any agreement with (A) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Company or any of its Affiliates, (B) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by the Company or any of its Affiliates; (xi) any agreement with any director or officer of the Company or any Subsidiary or with any "associate" or any member of the "immediate family" (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any such director or officer; or (viixii) any other agreement agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company and the Subsidiaries Subsidiaries, taken as a whole. (b) Except for agreements which are disclosed as terminable on set forth in section 4.11(b) of Schedule 3.114.11, each agreement agreement, contract, plan, lease, arrangement or commitment disclosed in any Schedule to this Agreement or required to which the Company or any Subsidiary is a party be disclosed pursuant to this Section 4.11 is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither none of the Company nor Company, any Subsidiary isor, nor to the knowledge of Seller is the Company, any other party thereto, thereto is in default or breach in any material respect under the terms of any such agreement, except for contract, plan, lease, arrangement or commitment, and, to the knowledge of the Company, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. True and complete copies of each such defaults agreement, contract, plan, lease, arrangement or breaches which would not reasonably be expected commitment have been delivered to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectBuyer.

Material Contracts. (a) Except Section 3.12 of the Company Disclosure Letter sets forth a list of each of the following Contracts to which, as disclosed on Schedule 3.11, and except, in of the case date of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence tothis Agreement, the Company or any Subsidiaryof its Subsidiaries, neither the Company nor any Subsidiary, to the best of their knowledgeif any, is a party to or bound by:(each, a “Company Material Contract”): (i) each Contract (A) not to (or otherwise restricting or limiting the ability of the Company or any lease not made of its Subsidiaries, if any, to) compete in the ordinary course any line of business which involves payments or geographic area or (B) to restrict the ability of more than $150,000 per year the Company or extends beyond December 31any of its Subsidiaries, 1999if any, to conduct business in any geographic area; (ii) each Contract (other than any agreement for under the purchase Company’s benefit plan) that is reasonably likely to require, during the remaining term of materialssuch Contract, supplies, goods, services, equipment annual payments by the Company or other assets not made in the ordinary course any of business which individually does not its Subsidiaries that exceed $250,000; (iii) all Contracts granting to any Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (iv) all material Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment (other than agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’, if any, customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms); (v) all partnership, joint venture or other similar agreements or arrangements; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (or a series of related agreements) with an aggregate outstanding principal amount not exceeding $1,000,000; (vii) any agreement for the disposition or acquisition by the Company or any of its Subsidiaries, if any, with material obligations of the Company or any of its Subsidiaries, if any, (other than confidentiality obligations) remaining to be performed or material Liabilities of the Company or any of its Subsidiaries, if any, continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (viii) any agreement with (A) the top ten (10) customers of the Company and its Subsidiaries, if any, taken as a whole, as applicable and (B) the top ten (10) suppliers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, in each case, for the 2022 fiscal year and as of September 30, 2023, measured by the aggregate obligations paid or agreed to pay to or by the Company, as applicable; (ix) any agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; (x) any Contract for the development of Intellectual Property, other than those entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000;Company employees and contractors on the Company’s standard form for such Contracts; and (ivxi) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the extent not set forth in Section 3.12(a) of the Company and the Subsidiaries taken as a wholeDisclosure Letter pursuant to another subsection of this Section 3.12(a), all material agreements with any Governmental Authority. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Each Company or any Subsidiary is a party Material Contract is a valid and binding agreement of the Company or a its applicable Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreementif any, except for such defaults where the failure to be valid and binding would not, individually or breaches which would not in the aggregate, reasonably be expected to have a Material Adverse Effect or a Chubb Securities Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company or such Subsidiary, if any, nor, to the Knowledge of the Company, any other party thereto, is in breach of or default under any such Company Material Contract, (ii) as of the date of this Agreement, there are no material disputes in connection with any such Company Material Contract and (iii) as of the date of this Agreement, no party under any Company Material Contract has given written notice of its intent to terminate or otherwise seek a material amendment to such Company Material Contract.

Material Contracts. (a) Except as disclosed on Schedule 3.11in Section 3.18 of the NAPW Disclosure Schedule, and exceptexcept for this Agreement, in the case of Section 3.11(a)(i)NAPW is not bound by any contract, (ii) and (vii)arrangement, for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, commitment or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound byunderstanding: (i) that constitutes a partnership, joint venture, technology sharing or similar agreement between NAPW and any lease not made other person; (ii) with respect to the service of any directors, officers, employees, or independent contractors or consultants that are natural persons, involving the payment of $100,000 or more in any 12 month period, other than those that are terminable by NAPW on no more than 30 days’ notice without penalty; (iii) that limits the ability of NAPW to compete or enter into in any line of business, in any geographic area or with any person and, in each case, which limitation or requirement would reasonably be expected to be material to NAPW; (iv) with or to a labor union, works council or guild (including any collective bargaining agreement or similar agreement); (v) relating to the use or right to use Intellectual Property, including any license or royalty agreements, other than agreements entered into in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999and that are not material to NAPW; (iivi) that provides for indemnification by NAPW to any agreement for the purchase of materialsperson, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such than an agreement entered into in the ordinary course of business with an aggregate outstanding principal amount and that is not exceeding $25,000material to NAPW; (ivvii) between NAPW and any material partnershipcurrent or former director or officer of NAPW, joint venture or any affiliate of any such person (other similar agreement or arrangementthan NAPW Benefit Plan); (vviii) with respect to (A) Indebtedness, (B) any capital lease obligations to any person other than NAPW, (C) any obligations to any person other than NAPW in respect of letters of credit and bankers’ acceptances, (D) any indebtedness to any person other than NAPW under interest rate swap, hedging or similar agreements, (E) any obligations to pay to any person other than NAPW the deferred purchase price of property or services, (F) indebtedness secured by any Lien on any property owned by NAPW even though the obligor has not assumed or otherwise become liable for the payment thereof, or (G) any guaranty of any such obligations described in clauses (A) through (F) of any person other than NAPW, in each case, having an outstanding amount in excess of $250,000 individually or $500,000 in the aggregate; (ix) that is material agency, dealerto NAPW or that contains any so called “most favored nation” provision or similar provisions requiring NAPW to offer to a person any terms or conditions that are at least as favorable as those offered to one or more other persons; (x) pursuant to which any agent, sales representative, marketing distributor or other third party markets or sells any NAPW Product; (xi) pursuant to which NAPW is a party granting rights of first refusal, rights of first offer or similar agreement not made in rights to acquire any business or assets of NAPW; (xii) relating to the purchase or sale of assets outside the ordinary course of businessbusiness of NAPW; (vixiii) relating to the issuance of any securities of NAPW (other than those set forth on Section 3.2(a) to the Disclosure Schedule); (xiv) pursuant to which any material asset of NAPW is leased; (xv) relates to the purchase of (A) any material equipment entered into since December 31, 2013 and (B) any materials, supplies, or inventory since December 31, 2013, other than any agreement which, together with any other related agreement, involves the expenditure by the NAPW of less than $100,000; (xvi) that represents a purchase order with any supplier for the purchase of inventory items in an amount in excess of $100,000 of materials; (xvii) pursuant to which NAPW is a party and having a remaining term of more than one (1) year after the date hereof or arrangement with Seller involving a remaining amount payable thereunder (either to or from NAPW) as of the date hereof, of at least $100,000; (xviii) that involves the payment of $250,000 or more in any of its Affiliates12 month period after the date hereof; or (viixix) that would prevent, delay or impede the consummation, or otherwise reduce the contemplated benefits, of any other agreement not of the transactions contemplated by this Agreement. NAPW has previously made available to PDN or its representatives complete and accurate copies of each Contract of the type described in this Section 3.18(a) (collectively referred to herein as “NAPW Material Contracts”). (b) All of the NAPW Material Contracts were entered into at arms’ length in the ordinary course of business that is material and are valid and in full force and effect, except to the Company extent they have previously expired in accordance with their terms. NAPW has not given or received a notice of cancellation or termination under any NAPW Material Contract, or has, or is alleged to have, and to the Subsidiaries taken as knowledge of NAPW, none of the other parties thereto have, violated any provision of, or committed or failed to perform any act, and no event or condition exists, which with or without notice, lapse of time or both would constitute a wholedefault under the provisions of, any NAPW Material Contract. (bc) Except NAPW is not in breach of or default under the terms of any NAPW Material Contract, except for agreements which are disclosed as terminable on Schedule 3.11any such breach or default that has not had and would not reasonably be expected to have, each agreement disclosed individually or in the aggregate, a NAPW Material Adverse Effect. To the knowledge of NAPW, no other party to any Schedule NAPW Material Contract is in breach of or default under the terms of any NAPW Material Contract except for any such breach or default that has not had and would not reasonably be expected to this Agreement to which have, individually or in the Company or any Subsidiary is aggregate, a party NAPW Material Adverse Effect. Each NAPW Material Contract is a valid and binding agreement obligation of NAPW and, to the Company or a Subsidiaryknowledge of NAPW, as the case may beof each other party thereto, and is in full force and effect, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and neither the Company nor any Subsidiary is, nor (ii) equitable remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the knowledge discretion of Seller is the court before which any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably proceeding therefor may be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effectbrought.

Material Contracts. (a) Except as disclosed on set forth in Section 3.19 of the Issuer Disclosure Schedule 3.11, or filed in Issuer’s periodic reports filed with the SEC and except, in publicly available at least two Business Days prior to the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarydate hereof, neither the Company Issuer nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by: (i) any lease not made Contract (A) relating to the employment of, or the performance of services by, any director, employee or consultant, (B) the terms of which obligate or may in the ordinary course future obligate Issuer or any of business its Subsidiaries to make any severance, termination or similar payment to any current or former employee, (C) pursuant to which involves payments Issuer or any of more than $150,000 per year its Subsidiaries may be obligated to make any bonus or extends beyond December 31, 1999similar payment to any current or former employee or director or (D) that is a Collective Bargaining Agreement; (ii) any agreement for the purchase of materialsContract relating to any partnership, suppliesjoint venture, goodsstrategic alliance, servicescollaboration, equipment material research and development project or other assets not made in the ordinary course of business which individually does not exceed $250,000similar arrangement; (iii) any agreement relating Contract (excluding licenses for commercial off the shelf computer software that are generally available on nondiscriminatory pricing terms) pursuant to indebtedness for borrowed money which Issuer or any of its Subsidiaries (A) obtains the deferred purchase price of property right to use, or a covenant not to be sued under, any Intellectual Property Right or (in either caseB) grants the right to use, whether incurredor a covenant not to be sued under, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000Intellectual Property Right; (iv) any material partnership, joint venture or other similar agreement or arrangement;Contract with any Governmental Authority; (v) any Contract with sole-source or single-source suppliers of material agency, dealer, sales representative, marketing tangible products or other similar agreement not made in the ordinary course services or pursuant to which either Issuer or any of businessits Subsidiaries has agreed to purchase a minimum quantity of goods relating to any product or product candidate or has agreed to purchase goods relating to any product or product candidate exclusively from a certain party; (vi) any material agreement Contract (A) that relates to the research, development, distribution, marketing, supply, license, collaboration, co-promotion or arrangement with Seller manufacturing of any Product or (B) that otherwise provides for the purchase or sale of products or services by Issuer or any of its Affiliates; orSubsidiaries in excess of $100,000; (vii) any other agreement not made stockholders, investors rights, registration rights, tax receivables or similar or related Contract or arrangement; (viii) any Contract containing “most favored nation” or similar preferential pricing provisions, any exclusive dealing arrangement or any arrangement that grants any right of first refusal, first offer, first negotiation or similar preferential right; (ix) any Contract (A) that obligates Issuer (together with its Subsidiaries) to make aggregate payments in excess of (x) $100,000 in the ordinary course current or any future calendar year or (y) $250,000 in the aggregate, (B) related to an acquisition or divestiture that contains continuing representations, covenants, indemnities or other obligations (including “earn out” or other contingent payment obligations) or (C) pursuant to which Issuer or any of its Subsidiaries has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of Issuer or any of its Subsidiaries or any other material contingent payment obligations, in each case that is not terminable by Issuer or its Subsidiaries without penalty without more than 60 days’ notice; (x) any Lease, except as identified on Section 3.14(b) of the Issuer Disclosure Schedule; (xi) any Contract that provides for indemnification of any current or former officer, director or employee; (xii) any Contract for the disposition of all or any significant portion of the assets or business of Issuer or any of its Subsidiaries or for the acquisition, directly or indirectly, of a material portion of the assets or business of any other Person (whether by merger, sale of stock or assets or otherwise); (xiii) any Contract relating to indebtedness for borrowed money, any guarantees thereof or the granting of Liens over the property or assets of Issuer or any of its Subsidiaries; (xiv) any Contract relating to any loan or other extension of credit made by Issuer or any of its Subsidiaries; (xv) any Contract containing any provision or covenant limiting in any material respect the ability of Issuer or any of its Subsidiaries to (A) sell any products or services of or to any other Person or in any geographic region, (B) engage in any line of business or (C) compete with or to obtain products or services from any Person, or limiting the ability of any Person to provide products or services to Issuer or any of its Subsidiaries; (xvi) any Contract requiring Issuer, or any successor thereto or acquirer thereof, to make any payment whether severance or otherwise to another Person related to, in connection with, or as a result of a change of control of Issuer (a “Change of Control Payment”) or that gives a Third Party a right to receive or elect to receive a Change of Control Payment; or (xvii) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K) or any other Contract that is material to the Company Issuer and the Subsidiaries its Subsidiaries, taken as a wholewhole (all Contracts of the type described in this Section 3.19(a) being referred to herein as “Material Contracts”). (b) Except for agreements which are disclosed as terminable on Schedule 3.11Issuer has made available to Purchaser prior to the date hereof a true, correct and complete copy of each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement Material Contract. (i) Each of the Company or a SubsidiaryMaterial Contracts is valid, as the case may be, binding and is in full force and effecteffect and (ii) neither Issuer nor any of its Subsidiaries, nor, to Issuer’s Knowledge, any other party to a Material Contract, has breached or violated in any material respect any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a breach or a default under the provisions of such Material Contract, and neither the Company Issuer nor any Subsidiary isof its Subsidiaries has received notice that it has breached, nor to the knowledge of Seller is any other party thereto, in default violated or breach defaulted in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (a) Except for this Agreement, agreements filed as disclosed on Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, exhibits to the Company SEC Documents or any Subsidiaryas set forth in Section 3.21 of the Company Disclosure Schedules, as of the date of this Agreement, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or expressly bound byby any Contract (excluding any Company Benefit Plan) that: (i) any lease not made would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999Securities Act); (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the a Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement Real Property Lease pursuant to which the Company or any Subsidiary of its Subsidiaries leases real property that is material to the business of the Company and its Subsidiaries, taken as a whole; (iii) contains restrictions on the right of the Company or any of its Subsidiaries to engage in activities competitive with any Person or to solicit customers or suppliers anywhere in the world, other than restrictions (A) pursuant to limitations on the use by the Company or its Subsidiaries of rail lines set forth in the agreements conveying those lines or granting rights to operate them, (B) that are part of the terms and conditions of any “requirements” or similar agreement under which the Company or any of its Subsidiaries has agreed to procure goods or services exclusively from any Person, or (C) that are not material to the business of the Company and its Subsidiaries, taken as a whole; (iv) grants “most favored nation” status that, following the Merger, would apply to Parent and its Subsidiaries, including the Company and its Subsidiaries; (v) provides for the formation, creation, operation, management or control of any joint venture, partnership or other similar arrangement with a third party; (vi) is an indenture, credit agreement, loan agreement, note, or other Contract providing for indebtedness for borrowed money of the Company or any if its Subsidiaries (other than indebtedness among the Company and/or any of its Subsidiaries) in excess of $50 million; (vii) is a settlement, conciliation or similar Contract that would require the Company or any of its Subsidiaries to pay consideration of more than $20 million after the date of this Agreement or that contains material restrictions on the business and operations of the Company or any of its Subsidiaries; (viii) provides for the acquisition or disposition by the Company or any of its Subsidiaries of any business (whether by merger, sale of stock, sale of assets or otherwise), or any real property, that would, in each case, reasonably be expected to result in the receipt or making by the Company or any Subsidiary of the Company of future payments in excess of $25 million; (ix) is an acquisition agreement that contains material “earn-out” or other material contingent payment obligations; (x) obligates the Company or any Subsidiary of the Company to make any future capital investment or capital expenditure outside the Ordinary Course of Business and in excess of $50 million; (xi) provides for the procurement of services or supplies from a Company Top Supplier by the Company or any of its Subsidiaries, or provides for sales to a Company Top Customer by the Company or any of its Subsidiaries; (xii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (xiii) other than any sales and marketing Contracts entered into the Ordinary Course of Business, is a Contract pursuant to which the Company or any of its Subsidiaries is a party, or is otherwise bound, and the contracting counterparty of which (A) is a Governmental Entity or (B) to the Knowledge of the Company, has entered into such Contract in its capacity as a prime contractor or other subcontractor of any Contract with a Governmental Entity and such Contract imposes upon the Company obligations or other liabilities due to such Governmental Entity; or (xiv) is a Contract pursuant to which (A) the Company or any of its Subsidiaries is granted any license or other right with respect to Intellectual Property of another Person, where such Contract is material to the business of the Company or any of its Subsidiaries (other than non-exclusive licenses for unmodified, commercially available “off-the-shelf” software that have been granted on standardized, generally available terms); or (B) the Company or any of its Subsidiaries grants to another Person any license or other right with respect to any material Company Intellectual Property. Each Contract of the type described in clauses (i) – (xiv) of this Section 3.21(a) is referred to herein as a “Company Material Contract.” (b) True, correct and complete copies of each Company Material Contract have been publicly filed with the SEC prior to the date of this Agreement or otherwise made available to Parent. Neither the Company nor any Subsidiary of the Company is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, as of the date of this Agreement, no other party to any Company Material Contract is in breach of or default under the terms of any Company Material Contract where such breach or default would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, each Company Material Contract is a valid and binding agreement obligation of the Company or a Subsidiarythe Subsidiary of the Company that is party thereto and, as to the case may beKnowledge of the Company, of each other party thereto, and is in full force and effect, and neither the Company nor any Subsidiary is, nor subject to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectEnforceability Exceptions.

Material Contracts. (ai) Except for this Agreement and Contracts filed as disclosed on Schedule 3.11exhibits to the Company Reports, and exceptas of the date hereof, in the case none of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound byby any Contract: (iA) that limits or purports to limit, curtail or restrict, in any lease not made in material respect, either the ordinary course type of business in which involves the Company or any of its Subsidiaries (or, after giving effect to the Merger, Parent or any of its Subsidiaries) may engage or the manner or locations in which any of them may so engage in any business, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of more than $150,000 per year sixty (60) days or extends beyond December 31, 1999less; (iiB) for any joint venture, partnership, strategic alliance or similar arrangement, or any Contract involving a sharing of revenues, profits, losses, costs, or liabilities by the Company or any of its Subsidiaries with any other Person involving a potential combined commitment or payment by the Company or any of its Subsidiaries in excess of $1,000,000 in any calendar year; (C) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing indebtedness of any Person in excess of $1,000,000 or that becomes due and payable upon, or provides a right of termination or acceleration as a result of, the purchase consummation of materialsthe Merger and the other Transactions; (D) that, suppliesindividually or together with related Contracts, goodsprovides for any acquisition, disposition, lease, license, use, distribution or outsourcing of assets, services, equipment rights or other assets not made properties with a value or requiring fees in any calendar year in excess of $1,000,000 or that is otherwise material to the ordinary course business of business which individually does not exceed $250,000the Company or any of its Subsidiaries; (iiiE) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000that is a collective bargaining agreement; (ivF) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $1,000,000 in any material partnershipcalendar year, joint venture except for any Contract that may be cancelled without penalty or other similar agreement termination payments by the Company and/or its Subsidiaries upon notice of sixty (60) days or arrangementless; (vG) that includes an indemnification obligation of the Company or any material agency, dealer, sales representative, marketing of its Subsidiaries in a Contract that was entered into by the Company or other similar agreement not made in its Subsidiaries outside the ordinary course of business; (viH) that provides for any material agreement standstill, most favored nation provision or arrangement with Seller equivalent preferential pricing terms, exclusivity or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement similar obligations to which the Company or any Subsidiary of its Subsidiaries is subject or a party beneficiary thereof, which is material to the Company or any of its Subsidiaries, taken as a whole, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of sixty (60) days or less; (I) between the Company and its Subsidiaries, on the one hand, and the Company’s Affiliates (other than Subsidiaries of the Company) or other Persons, on the other hand, that would be required to be disclosed under Item 404 of Regulation S-K of the SEC; and (J) that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $100,000 (other than any Stock Plans or agreements entered pursuant thereto). Each such contract described in clause (i) above, together with all Contracts filed as exhibits to the Company Reports, is referred to herein as a “Material Contract.” (ii) Each of the Material Contracts is and after the Effective Time will continue to be valid and binding agreement of on the Company or a Subsidiaryits Subsidiaries, as the case may bebe and, to the knowledge of the Company, each other party thereto, in accordance with its terms and is in full force and effect, and each of the Company and each of its Subsidiaries (to the extent they are party thereto or bound thereby) and, to the Company’s knowledge, each other party thereto has performed in all material respects all obligations required to be performed by it under each Material Contract. Each of the Company and each of its Subsidiaries is not (with or without notice, lapse of time or both) in breach or default in any material respect thereunder and, to the knowledge of the Company, no other party to any Material Contract is (with or without notice, lapse of time or both) in breach or default in any material respect thereunder, and neither the Company nor any Subsidiary is, nor to of its Subsidiaries has received written notice from the knowledge of Seller is any other party thereto, in default or breach in to any material respect under the terms Material Contract of any intention to cancel, terminate, change the scope of rights and obligations under or not to renew such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (a) Except for this Agreement, as disclosed on Schedule 3.11, and except, in of the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarydate hereof, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:by (any contract of the type described in this Section 4.21(a) being referred to herein as a “Company Material Contract”): (i) any outbound lease, license, sale or other similar agreement providing for the sale, lease not made or license by the Company or any of its Subsidiaries of goods, services, Intellectual Property or other assets that is expected to result in either (A) annual payments to the ordinary course Company or any of business which involves its Subsidiaries of $350,000 or more, or (B) aggregate payments to the Company or any of its Subsidiaries of $1,000,000 or more than $150,000 per year or extends beyond December 31over the next five (5) years, 1999except for any such contract between the Company and/or any of its Subsidiaries; (ii) any inbound lease, license, purchase or other similar agreement for the purchase purchase, lease or license by the Company or any of materials, supplies, its Subsidiaries of goods, services, equipment Intellectual Property or other assets not made that is expected to result in either (A) annual payments by the ordinary course Company or any of business which individually does not exceed its Subsidiaries of $250,000350,000 or more, or (B) aggregate payments by the Company or any of its Subsidiaries of $1,000,000 or more over the next five (5) years, except for any such contract between the Company and/or any of its Subsidiaries; (iii) any contract or agreement relating to evidencing (A) outstanding indebtedness for borrowed money money, or (B) an obligation of the deferred purchase price Company or any of property its Subsidiaries to guarantee, or otherwise indemnify or hold harmless any Person, in respect of indebtedness for borrowed money, in the case of each of clauses (in either case, whether incurred, assumed, guaranteed or secured by any assetA) and (B), in or for an amount of $350,000 or more, except for any such contract or agreement entered into in between the ordinary course Company and/or any of business with an aggregate outstanding principal amount not exceeding $25,000its Subsidiaries; (iv) any material joint venture, partnership, joint venture strategic alliance, or other similar agreement or arrangementagreement; (v) any contract or agreement relating to the acquisition or disposition of any material agency, dealer, sales representative, marketing business or other similar agreement not made in any interest therein under which the ordinary course Company or any of businessits Subsidiaries has any material outstanding rights or obligations; (vi) any contract or agreement that limits, or purports to limit, in any material agreement or arrangement with Seller respect, the ability of the Company or any of its Affiliates; orSubsidiaries to compete in a line of business or with any Person or in any geographic area or during any period of time; (vii) any other contract or agreement not made in that, upon the ordinary course consummation of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11transactions contemplated by this Agreement, each agreement disclosed will result in any Schedule to this Agreement to which of Parent or any of its Subsidiaries or any of the Company or any Subsidiary is a party is a valid and binding agreement of its Subsidiaries, granting any rights or licenses to any material Intellectual Property of any of Parent or any of its Subsidiaries or any of the Company or a Subsidiaryany of its Subsidiaries, to any Third Party; and (viii) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the case may beSEC, and other than Item 601(b)(10)(iii)). (i) Each Company Material Contract is in full force and effect, (ii) no written or, to the Knowledge of the Company, other claim of default under or cancellation of any Company Material Contract has been received by the Company or any of its Subsidiaries, and (iii) neither the Company nor any Subsidiary of its Subsidiaries is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under respect, in breach or violation of, or default under, any Company Material Contract, and, to the terms Knowledge of the Company, no other party is, in any such agreementmaterial respect, except for such defaults in breach or breaches which would not reasonably be expected violation of, or default under, any Company Material Contract. As of the date hereof, the Company has heretofore delivered or made available to have a Parent true and complete copies of all Company Material Adverse Effect or a Chubb Securities Material Adverse EffectContracts.

Material Contracts. (a) Except for this Agreement and agreements filed as disclosed on Schedule 3.11exhibits to the Partnership SEC Documents, and except, in as of the case date of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarythis Agreement, neither the Company Partnership nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by: (i) any lease not made “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999SEC); (ii) any agreement for Contract that (A) expressly imposes any material restriction on the purchase right or ability of materialsthe Partnership and its Subsidiaries, suppliestaken as a whole, goods, services, equipment to compete with any other person or acquire or dispose of the securities of any other assets not made person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Partnership or any of its Subsidiaries in the ordinary course of business which individually does not exceed $250,000a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement relating to or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the deferred purchase price Partnership or any of property (its Subsidiaries in either casean amount in excess of $25 million, whether incurred, assumed, guaranteed or secured by any asset), except any other than such agreement entered into in indebtedness among the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000Partnership and its wholly owned Subsidiaries; (iv) any material partnershipjoint venture, joint venture partnership or limited liability company agreement or other similar agreement Contract relating to the formation, creation, operation, management or arrangementcontrol of any joint venture, partnership or limited liability company, other than any such Contract solely between the Partnership and its Subsidiaries or among the Partnership’s Subsidiaries; (v) any material agency, dealer, sales representative, marketing collective bargaining agreement or other similar agreement not made in Contract with any labor union, labor organization, or employee association applicable to employees of the ordinary course Partnership or any of businessits Subsidiaries; (vi) any material Contract that is a settlement, conciliation or similar agreement or arrangement with Seller pursuant to which the Partnership or any of its Affiliates; orSubsidiaries will have any material outstanding obligation after the date of this Agreement; (vii) any other agreement not made in Contract expressly limiting or restricting the ordinary course ability of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company Partnership or any Subsidiary is a party is a valid and binding agreement of the Company its Subsidiaries to make distributions or a Subsidiarydeclare or pay dividends in respect of their capital stock, partnership interests, limited liability company interests or other equity interests, as the case may be; (viii) any acquisition Contract that contains “earn out” or other contingent payment obligations, and is in full force and effector remaining indemnity or similar obligations, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not that could reasonably be expected to have result in payments after the date hereof by the Partnership or any of its Subsidiaries in excess of $25 million; and (ix) any material lease or sublease with respect to a Material Adverse Effect or a Chubb Securities Material Adverse EffectPartnership Leased Real Property.

Material Contracts. (a) Except Section 3.12 of the Company Disclosure Schedule sets forth a list of each of the following Contracts to which, as disclosed on Schedule 3.11, and except, in of the case date of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence tothis Agreement, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:(each, a “Company Material Contract”): (i) each Contract (A) not to (or otherwise restricting or limiting the ability of the Company or any lease not made of its Subsidiaries, if any, to) compete in the ordinary course any line of business which involves payments or geographic area or (B) to restrict the ability of more than $150,000 per year the Company or extends beyond December 31any of its Subsidiaries, 1999if any, to conduct business in any geographic area; (ii) each Contract that is reasonably likely to require, during the remaining term of such Contract, annual payments by the Company or any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not its Subsidiaries that exceed $250,000; (iii) all Contracts granting to any Person an option or a first refusal, first offer, or similar preferential right to purchase or acquire any Company Assets; (iv) all material Contracts (A) for the granting or receiving of a license, sublicense, or franchise (in each case, including any such Contracts relating to any Intellectual Property) providing for or resulting in payment over $250,000 per year or (B) under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in which it is reasonably expected to pay or receive a royalty, license fee, franchise fee or similar payment over $250,000, in each case of clause (A) and (B); (v) all partnerships, joint ventures, or other similar agreements or arrangements; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed guaranteed, or secured by any asset), except any such agreement with an aggregate outstanding principal amount not exceeding $100,000; (vii) any agreement for the disposition or acquisition by the Company or any of its Subsidiaries with material obligations of the Company or any of its Subsidiaries (other than confidentiality obligations) remaining to be performed, or material Liabilities of the Company or any of its Subsidiaries continuing, after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (viii) any agreement, other than operating agreements of Subsidiaries of the Company that have been made available to Purchaser, restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law or the Company Organizational Documents; (ix) any Contract with an employee of the Company or any Subsidiary involving annual payments over $100,000; (x) any Contract for the development of Intellectual Property other than those entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000;Company employees and contractors; and (ivxi) all material agreements with any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholeGovernmental Authority. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, A true and complete copy of each agreement disclosed in Company Material Contract (including any Schedule related amendments) entered into prior to the date of this Agreement has been made available to which Purchaser prior to the date of this Agreement. Each Company or any Subsidiary is a party Material Contract is a valid and binding agreement of the Company or a its applicable Subsidiary, as except where the case may befailure to be valid and binding would not, and is individually or in full force and effectthe aggregate, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company or such Subsidiary nor, to the Knowledge of the Company, any other party, is in breach of or default under any such Company Material Contract, (ii) as of the date of this Agreement, there are no material disputes in connection with any such Company Material Contract and (iii) as of the date of this Agreement, no party under any Company Material Contract has given written notice of its intent to terminate or otherwise seek a material amendment to such Company Material Contract.

Material Contracts. (a) Except as disclosed set forth on Schedule 3.11, and except, in the case 3.7(a) of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any SubsidiaryDisclosure Schedule, neither as of the Company nor any Subsidiarydate of this Agreement, to the best of their knowledge, no Seller Party is a party to or bound by:, and the Acquired Assets are not subject to, any of the following Contracts (in each case below, to the extent that the same relates primarily to, or is otherwise necessary to the operation of the Business, the Acquired Assets or the Assumed Liabilities): (i) any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (ii) any agreement Contracts for the purchase or sale of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement Inventory entered into in the ordinary course of business business, which either individually or in conjunction with an aggregate outstanding principal amount not exceeding Contracts with the same party, and in connection with the same matter, relate to commitments in excess of $25,000 per annum (including any agreements requiring the payment of any royalties, milestones, minimum purchase payments or other guarantees made by or on behalf of the Company); (ii) any Contracts relating to the purchase, lease or similar arrangement of any machinery, equipment, furniture, fixture or similar property having a value in excess of $25,000; (iii) any Contracts with (A) any director, officer, employee or Affiliate of any Seller Party involving payments in excess of $5,000 per annum (or the equivalent amount in another currency), or (B) to the Knowledge of the Seller Parties, any Affiliate or family member of any of the foregoing involving payments in excess of $5,000 per annum; (iv) any material partnershipagreement with any independent contractor or similar Contract that (x) involves the payment or receipt of more than $25,000 per annum and (y) is not terminable within thirty (30) days’ notice or less without penalty, joint venture liability or other similar agreement or arrangementpremium; (v) any material agency, dealer, sales representative, marketing currently effective collective bargaining or other similar agreement not made in the ordinary course of businessunion agreements with respect to its employees; (vi) any material agreement (A) restricting any Seller Party from engaging, participating, or arrangement competing with any other Person, in any line of business, market or geographic area, or to make use of any Intellectual Property Rights; (B) granting most favored nation pricing, exclusive sales, distribution, marketing or other exclusive rights, rights of first refusal or rights of first negotiation to any other Person; (C) otherwise limiting the right of any Seller Party to make, use, sell, offer for sale, import, or distribute any of its AffiliatesAcquired Technology or services related thereto; oror (D) any agreement pursuant to which any Seller Party has granted exclusive rights with respect to the Acquired Technology, including any Intellectual Property Rights; (vii) any agreement of guarantee, credit support, assumption or endorsement of, any indebtedness for borrowed money of other Persons; (viii) any line of credit, standby financing, revolving credit or other similar financing arrangement of any sort that is secured by any Acquired Assets; (ix) any agreement not relating to any joint venture or partnership arrangement between any Seller Party, on the one hand, and a third party, on the other hand; (x) any leases for real property or personal property; (xi) any distributorship, customer sales or leasing Contracts under which any Seller Party is currently providing or receiving products or services and involving more than $25,000 per annum; and (xii) any Contract of indemnification or warranty, other than (A) under a Seller Party’s unmodified forms of standard customer/distribution agreements, the forms of which have been made available to the Purchaser or its counsel, or (B) warranties implied by Law; (xiii) any Contract pursuant to which any Seller Party has acquired or divested a business or entity, or all or substantially all of the assets of a business or entity, whether by way of merger, consolidation, purchase of stock, purchase or sale of assets, license or otherwise; (xiv) any Contract with any Governmental Entity; (xv) any confidentiality, secrecy or non-disclosure Contract in effect other than (A) any such Contract entered into with customers or distributors in the ordinary course of business that is material pursuant to a Seller Party’s standard unmodified form (a copy of which has been made available to the Purchaser or its counsel) and (B) any such Contract entered into in connection with a possible disposition by the Company and of the Subsidiaries taken Business, the terms of which prohibit the applicable Seller Party from disclosing the existence of such Contract, the parties thereto and/or the provisions thereof; (xvi) any agreement pursuant to which rights of any third party are triggered or become exercisable, or under which any other consequence, result or effect arises, in connection with or as a wholeresult of the execution of this Agreement or the consummation of the transactions contemplated hereunder, either alone or in combination with any other event, which trigger or exercise of rights, consequence, result or effect would materially impair the ability of the Purchaser to consummate the transactions hereunder or operate the Business after Closing; and (xvii) any Contracts related to research or development with respect to Acquired Technology. The agreements, documents and instruments set forth on Schedule 3.7(a) of the Company Disclosure Schedule are collectively with the KNE Contracts referred to herein as “Material Contracts”. Except as otherwise set forth in Schedule 3.7(a) of the Company Disclosure Schedule, true, complete and correct copies of each document or instrument constituting a Material Contract in its complete, current and up-to-date version and true, complete and correct written description of the material terms of any non-written Contract listed on Schedule 3.7(a) of the Company Disclosure Schedule (Material Contracts) have been made available to the Purchaser by virtue of having been posted on the electronic data room. (b) Except for agreements which are disclosed as terminable set forth on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement 3.7(b) of the Company or a SubsidiaryDisclosure Schedule, as all of the case may beMaterial Contracts are valid, and is binding in accordance with their respective terms, in full force and effect, and neither enforceable against (i) the Company nor any Subsidiary isSeller Party or KNE (as applicable) which are a party thereto, nor and (ii) to the knowledge Knowledge of the Seller Parties and KNE, each third party which is any other party thereto, in accordance with their respective terms, except, in each case, to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. (c) Except as set forth on Schedule 3.7(c) of the Company Disclosure Schedule, neither any Seller Party nor KNE is in default under or in breach in any material respect under the terms or violation of any such agreementMaterial Contract. To the Knowledge of the Seller Parties, except for such defaults no other party is in default under or breaches which would in breach or violation of any Material Contract. (d) The agreements, documents and instruments set forth on Schedule 3.7(d) of the Company Disclosure Schedule are referred to herein as the “KNE Contracts”. Other than the KNE Contracts, KNE is not reasonably be expected a party to have a Material Adverse Effect or a Chubb Securities Material Adverse Effectany Contract.

Material Contracts. (a) Except Section 4.11 of the Buyer Disclosure Schedule sets forth a list of each of the following Contracts to which, as disclosed on Schedule 3.11of the date of this Agreement, Buyer and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:(each, a “Buyer Material Contract”): (i) any lease not made “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the ordinary course SEC as determined as of business which involves payments the date of more this Agreement, other than $150,000 per year or extends beyond December 31, 1999those agreements and arrangements described in Item 601(b)(10)(iii)) with respect to Buyer; (ii) each Contract (A) not to (or otherwise restricting or limiting the ability of Buyer and its Subsidiaries to) compete in any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course line of business which individually does not exceed $250,000or geographic area or (B) to restrict the ability of Buyer and its Subsidiaries to conduct business in any geographic area; (iii) each Contract (other than any Buyer Benefit Plan) providing for or resulting in payments by Buyer and its Subsidiaries that exceeded annual payments by Buyer or any of its Subsidiaries that exceed $1,000,000; (iv) all Contracts granting to any Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Buyer Assets; (v) all material Contracts (A) for the granting or receiving of a license, sublicense or franchise (in each case, including any such Contracts relating to any Intellectual Property) providing for or resulting in a payment in excess of $1,000,000 per year or (B) under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in which it is reasonably expected to pay or receive a royalty, license fee, franchise fee or similar payment in excess of $1,000,000, in each case of clause (A) and (B), other than agreements with employees, non-exclusive licenses granted to Buyer’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms; (vi) all partnership, joint venture or other similar agreements or arrangements; (vii) any agreement with any director, officer or stockholder of Buyer or any Subsidiary that is required to be described under Item 404 of Regulation S-K of the SEC in the Buyer SEC Reports; (viii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,0005,000,000; (ivix) any agreement for the disposition or acquisition by Buyer and its Subsidiaries, with material partnershipobligations of Buyer and its Subsidiaries (other than confidentiality obligations) remaining to be performed or material Liabilities of Buyer and its Subsidiaries continuing after the date of this Agreement, joint venture or other similar agreement or arrangement; (v) of any material agency, dealer, sales representative, marketing business or any material amount of assets other similar agreement not made than in the ordinary course of business; (vix) any material agreement restricting or arrangement with Seller limiting the payment of dividends or any the making of its Affiliatesdistributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; orand (viixi) all material agreements with any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholeGovernmental Authority. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party Each Buyer Material Contract is a valid and binding agreement of the Company Buyer or a its applicable Subsidiary, as except where the case may befailure to be valid and binding would not, and is individually or in full force and effectthe aggregate, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Buyer Material Adverse Effect. Except as would not, be material to Buyer, (i) neither Buyer or such Subsidiary nor, to the Knowledge of Buyer, any other party, is in breach of or default under any such Buyer Material Contract, (ii) as of the date of this Agreement, there are no material disputes with respect to any such Buyer Material Contract and (iii) as of the date of this Agreement, no party under any Buyer Material Contract has given written notice of its intent to terminate or otherwise seek a material amendment to such Buyer Material Contract.

Material Contracts. (a) Except The Company Disclosure Schedule sets forth the following contracts, undertakings, commitments, licenses or agreements, written or oral, to which the Company or any Company Subsidiary is a party or which are applicable to any of their respective assets or properties (true and complete copies (or written summaries, if oral) of which have been made available to Parent prior to the date hereof) other than those contracts or agreements listed as disclosed on Schedule 3.11exhibits in the Company’s Form 10-K for the fiscal year ended December 28, 2008 (each such contract or agreement as is required to be set forth in the Company Disclosure Schedule, together with all contracts and agreements of the Company or any Company Subsidiary listed or required to be listed as exhibits in the Company’s Form 10-K for the fiscal year ended December 28, 2008, being a “Material Contract”): (i) promissory notes, loan agreements, indentures, evidences of indebtedness or other instruments and contracts providing for the borrowing or lending of money, whether as borrower, lender or guarantor, and exceptany agreements or instruments pursuant to which any cash of the Company or any Company Subsidiary is held in escrow or its use by the Company or any Company Subsidiary is otherwise restricted, in the each case in an amount of Section 3.11(a)(i), more than $1,000,000; (ii) and (vii), for any agreements that are terminable on not all contracts involving a value of more than 60 days notice and without $1,000,000 pursuant to which any material property or assets of the payment of Company or any penalty byCompany Subsidiary is subject to a Lien; (iii) joint venture, alliance, affiliation or partnership agreements or joint development or similar agreements pursuant to which any third party is entitled to develop or market any products or services on behalf of, or together with, the Company or any other material consequence Company Subsidiary or receive referrals of business from, or provide referrals of business to, the Company or any Company Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by:; (iiv) executory contracts for the acquisition or sale, directly or indirectly (by merger or otherwise) of all or a substantial portion of the assets (whether tangible or intangible) or the Equity Interests of another Person, including, without limitation, contracts for any completed acquisitions or sales pursuant to which an “earn out” or similar form of obligation (whether absolute or contingent) is pending or for which there are any continuing indemnification or similar obligations; (v) any lease not made in the ordinary course of business which involves payments interest rate or currency swaps, caps, floors or option agreements or any other interest rate or currency risk management arrangement or foreign exchange contracts; (vi) all licenses, sublicenses, or consent, royalty or other agreements concerning Company Intellectual Property involving an amount of more than $150,000 per year or extends beyond December 31, 1999200,000; (iivii) any agreement for contracts relating to rights to indemnification and/or advancement of expenses as in effect on the purchase of materials, supplies, goods, services, equipment date hereof with respect to matters occurring on or other assets not made in prior to the ordinary course of business which individually does not exceed $250,000Effective Time (including the transactions contemplated hereby); (iiiviii) any contract, agreement relating or other instrument of understanding which is not terminable by the Company or a Company Subsidiary without additional payment or penalty within sixty (60) days and obligates the Company or any Company Subsidiary for payments or other consideration with a value of more than $1,000,000; (ix) contracts of the type required under Section 3.5(b) or Section 3.12(h) to indebtedness be disclosed on the Company Disclosure Schedule; (x) contracts imposing any material restriction on the right or ability of the Company or a Company Subsidiary (A) to compete with any other Person, (B) to acquire any product or other asset or any services from any other Person, (C) to solicit, hire or retain any Person as an employee, consultant or independent contractor, (D) to develop, sell, supply, distribute, offer, support or service any product or any technology or other asset to or for borrowed money any other Person, (E) to perform services for any other Person, or (F) to transact business or deal in any other manner with any other Person or contracts granting to any Person (other than the deferred purchase Company or any wholly owned Company Subsidiary) any “most favored nation” clause as to price of property or any other material term; (in either case, whether incurred, assumed, guaranteed xi) contracts (i) imposing any confidentiality obligation on the Company or secured by any asset), except any such agreement Company Subsidiary (other than routine confidentiality or nondisclosure agreements entered into in the ordinary course of business with an aggregate outstanding principal amount that do not exceeding $25,000otherwise constitute Material Contracts under this Section 3.17) or (ii) containing “standstill” or similar provisions; (ivxii) any contracts that could reasonably be expected to have a material partnershipeffect on (i) the business, joint venture condition, capitalization, assets, liabilities, operations or other similar agreement financial performance of the Company or arrangement; (vii) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course ability of business; (vi) any material agreement or arrangement with Seller or the Company to perform any of its Affiliatesobligations under, or to consummate any of the transactions contemplated by this Agreement; orand (viixiii) any other agreement not made in the ordinary course of business that is material contract, if a Default (as defined below) under such contract would be reasonably likely to the have a Company and the Subsidiaries taken as a wholeMaterial Adverse Effect. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary Each Material Contract is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither is enforceable in accordance with its terms, subject to (i) Laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. (c) Neither the Company nor any Company Subsidiary is, nor or has received any notice that any other party is, in breach, default or violation of or is unable to perform in any respect under (each, a “Default”) any Material Contract (and no event has occurred or not occurred through the Company’s or any Company Subsidiary’s action or inaction or, to the knowledge of Seller is any other party theretothe Company, in default through the action or breach in any material respect under the terms inaction of any such agreementthird party, which with notice or the lapse of time or both would constitute or give rise to a Default), except for those Defaults which would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any Company Subsidiary has received written notice of the termination of, or intention to terminate, any Material Contract, except for such defaults notices or breaches which terminations that would not be reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect or a Chubb Securities Company Material Adverse Effect. Except as set forth in the Company Disclosure Schedule, no Claims for indemnification under any agreement have been made by or against the Company or any Company Subsidiary since January 1, 2006 and there are no such Claims outstanding or, to the knowledge of the Company, threatened.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither Neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:by any (whether written or oral): (a) employment, severance or non-competition agreements with Company Employees; (b) operating lease, whether as lessor or lessee, with respect to any real property; (c) contract, whether as licensor or licensee, for the license of any patent, know-how, trademark, trade name, service ▇▇▇▇, copyright, or other intangible asset (other than non-negotiated licenses of commercially available computer software); (d) loan or guaranty agreement, indenture, or other instrument, contract, or agreement under which any money has been borrowed or loaned, which has not yet been repaid, or any note, bond, or other evidence of indebtedness has been issued and remains outstanding; (e) mortgage, security agreement, conditional sales contract, capital lease, or similar agreement that effectively creates a lien on any assets of the Company or any of its Subsidiaries (other than any conditional sales contract, capital lease, or similar agreement that creates a lien only on tangible personal property); (f) contract restricting the Company or any of its Subsidiaries in any material respect from engaging in business or from competing with any other parties; (g) plan of reorganization; (h) partnership or joint venture agreement; (i) collective bargaining agreement or agreement with any lease not made in labor union or association representing the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999Company Employees; (iij) any agreement contracts and other agreements for the sale of any of its material assets or properties or for the grant to any person of any preferential rights to purchase any of materials, supplies, goods, services, equipment its assets or properties other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made than in the ordinary course of business, except for contracts or agreements pursuant to which the sale or purchase has been completed and there are no material obligations of the Company remaining; (vik) any material agreement warehousing, distributorship, representative, marketing, sales agency or arrangement with Seller or any of its Affiliatesadvertising agreements; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company Neither Buyer nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:by any (whether written or oral): (a) employment, severance or non-competition agreements with Buyer Employees; (b) operating lease, whether as lessor or lessee, with respect to any real property; (c) contract, whether as licensor or licensee, for the license of any patent, know-how, trademark, trade name, service ▇▇▇▇, copyright, or other intangible asset (other than non-negotiated licenses of commercially available computer software); (d) loan or guaranty agreement, indenture, or other instrument, contract, or agreement under which any money has been borrowed or loaned, which has not yet been repaid, or any note, bond, or other evidence of indebtedness has been issued and remains outstanding; (e) mortgage, security agreement, conditional sales contract, capital lease, or similar agreement that effectively creates a lien on any assets of Buyer or any of its Subsidiaries (other than any conditional sales contract, capital lease, or similar agreement that creates a lien only on tangible personal property); (f) contract restricting Buyer or any of its Subsidiaries in any material respect from engaging in business or from competing with any other parties; (g) plan of reorganization; (h) partnership or joint venture agreement; (i) collective bargaining agreement or agreement with any lease not made labor union or association representing the Buyer Employees; (j) contracts and other agreements for the sale of any of its material assets or properties or for the grant to any person of any preferential rights to purchase any of its assets or properties other than in the ordinary course of business except for contracts or agreements pursuant to which involves payments of more than $150,000 per year the sale or extends beyond December 31, 1999purchase has been completed and there are no material obligations remaining; (iik) any agreement for the purchase of materialsmaterial warehousing, suppliesdistributorship, goodsrepresentative, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealermarketing, sales representative, marketing agency or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliatesadvertising agreements; or (viil) any other agreement not material contract" (as defined in Item 601(b)(10) of Regulation S-K of the SEC). All of the foregoing are collectively called "Buyer Material Contracts." To the extent Buyer Material Contracts are evidenced by documents, true and complete copies have been delivered or made in the ordinary course of business that is material available to the Company and Company. To the Subsidiaries taken as a whole. (b) Except for agreements which extent Buyer Material Contracts are disclosed as terminable on Schedule 3.11not evidenced by documents, each agreement disclosed in any Schedule written summaries have been delivered or made available to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and Company. Each Buyer Material Contract is in full force and effect, unless the failure of any Buyer Material Contracts to be in full force and neither effect has not had and would not be reasonably likely to have, individually or in the Company aggregate, a Buyer Material Adverse Effect. Neither Buyer nor any Subsidiary isof its Subsidiaries nor, nor to the knowledge of Seller is Buyer, any other party thereto, is in breach of or in default or breach in under any material respect under of the terms of any such agreementBuyer Material Contracts, except for such breaches or defaults or breaches which that have not had and would not be reasonably be expected likely to have have, individually or in the aggregate, a Material Adverse Effect or a Chubb Securities Buyer Material Adverse Effect.

Material Contracts. (a) Except Section 3.20(a) of the Company Disclosure Letter sets forth, as disclosed on Schedule 3.11of the date of this Agreement, a correct and exceptcomplete list of each of the following types of Contracts to which the Company, in any Company Sharing Company (to the case extent applicable) or any of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty bytheir respective Subsidiaries is a party, or by which any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, respective properties or assets is a party to or bound bybound: (i) each Contract that, (A) limits or restricts the Company, any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller Company Sharing Company or any of its Affiliates; or (vii) their Subsidiaries from competing in any other agreement not made in the ordinary course line of business or with any Person in any geographic region, (B) contains exclusivity obligations or restrictions binding on the Company, any Company Sharing Company or any of their respective Subsidiaries, (C) requires the Company, any Sharing Company or any of their respective Subsidiaries to conduct any business on a “most favored nations” basis with any third party or (D) provides for rights of first refusal or offer or any similar requirement or right in favor of any third party in respect of a Minority Investment Entity, in each case, that is material to the Company and the Subsidiaries its Subsidiaries, taken as a whole.; (bii) Except each Contract that is a joint venture, partnership, limited liability company or similar agreement that is material to the Company and its Subsidiaries, taken as a whole; (iii) each Contract that is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to indebtedness for agreements borrowed money in an amount in excess of $10 million individually; (iv) each Contract with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries) with a fair value in excess of $5 million; (v) each Contract that is an acquisition agreement or a divestiture agreement or agreement for the sale, lease or license of any business or properties or assets of or by the Company (by merger, purchase or sale of assets or stock) entered into since December 31, 2014 or pursuant to which are disclosed as terminable on Schedule 3.11, each agreement disclosed in (A) the Company has any Schedule outstanding obligation to pay after the date of this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement consideration in excess of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.$5 million or

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in Section 5.19 of the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without Company Disclosure Letter lists the payment of any penalty by, or any other material consequence to, following Contracts to which the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or is otherwise bound by:by (each such Contract, a “Company Material Contract”): (i) any lease not made in Contract that would be required to be filed by the ordinary course Company as a “material contract” pursuant to Item 601(b)(10) of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999Regulation S-K under the Securities Act; (ii) any agreement for Contract containing covenants binding upon the purchase Company or any Subsidiary of materialsthe Company that (A) materially restricts the ability of the Company or any Subsidiary of the Company (or which, suppliesfollowing the consummation of the Offer or the Merger, goodscould materially restrict the ability of the Surviving Corporation) to compete (1) in any business that is material to the Company and its Subsidiaries, servicestaken as a whole, equipment as of the date of this Agreement, (2) with any person or other (3) in any geographic area or (B) could require the disposition of any material assets not made in the ordinary course or line of business which individually does not exceed $250,000of the Company or any of its Subsidiaries, in each case except for any such Contract that may be cancelled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (iii) any agreement relating Contract with respect to a joint venture, partnership or similar arrangement; (iv) any Contract (other than vendor Contracts for the purchase of merchandise for resale) pursuant to which the Company or any of its Subsidiaries made or received payments of more than $25 million during the 12-month period prior to the date hereof, with material payment obligations remaining to be performed by the Company after the date of this Agreement; (v) any Contract (A) that is a “requirements” Contract entered into with a vendor for the purchase of merchandise for resale or (B) under which the consummation of the Transactions would give rise to a third party having a right of termination, amendment, acceleration or cancellation thereunder; (vi) any loan, credit, security or pledge agreement, debenture or similar Contract pursuant to which any indebtedness of the Company or any of its Subsidiaries for borrowed money (other than ordinary course trade payables); (vii) any Contract relating to guarantees or assumptions of obligations of any third Person; (viii) any Contract pursuant to which the Company or any of its Subsidiaries disposed of or acquired, or agreed to dispose of or acquire, a material business or, any amount of material assets by the Company or any of its Subsidiaries, with material obligations remaining to be performed or material liabilities continuing after the date of this Agreement, including, without limitation, any “earn out” or other contingent payment obligations, or any indemnification obligations; (ix) any material hedge, collar, option, forward purchasing, swap, derivative or similar Contract; (x) any Contract with any director, officer, employee, consultant or Affiliate of the Company or any of its Subsidiaries (other than any Company Benefit Plan); (xi) any material Contract with any Governmental Entity; (xii) any Contract under which the Company is a lessee of, or holds or uses, any equipment, machinery, vehicle or other tangible personal property owned by a Person which requires aggregate future payments equal to or in excess of $5 million; (xiii) any Contract for capital expenditures or the deferred purchase price acquisition or construction of property fixed assets which requires future payments in excess of $10 million; (in either case, whether incurred, assumed, guaranteed xiv) any Contract pursuant to which the Company or secured by any assetSubsidiary of the Company (A) is granted or obtains any right to use any material Intellectual Property Rights (other than Contracts granting rights to use commercial-off-the-shelf Software), except (B) is restricted in its right to use or register any such agreement material Company Owned Intellectual Property Rights or (C) permits any other Person to use, enforce or register any material Company Owned Intellectual Property Rights, including any license agreements, coexistence agreements, and covenants not to ▇▇▇, other than Contracts with suppliers, manufacturers, distributors and other service providers entered into in the ordinary course of business consistent with an aggregate outstanding principal amount not exceeding $25,000;past practice; and (ivxv) any material partnershipamendment, joint venture supplement or other similar agreement or arrangement; modification of a Contract described in clauses (vi) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; through (vixiv) any material agreement or arrangement with Seller or any binding commitment or binding agreement to enter into any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholesuch Contract. (bi) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Each Company or any Subsidiary Material Contract is a party is a valid and binding agreement of on the Company or a Subsidiary, as the case may be, and is in full force and effect, and, to the Knowledge of the Company, is valid and neither binding on the other parties thereto (in each case subject to the Bankruptcy and Equity Exception), (ii) each of the Company and its Subsidiaries has in all material respects performed all obligations required to be performed by it under each Company Material Contract and (iii) no event or condition exists which constitutes or, after notice or lapse of time or both, would constitute a material breach or default on the part of the Company or any of its Subsidiaries under any such Company Material Contract. To the Knowledge of the Company, no other party to any Company Material Contract is in material breach or default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a material breach or default by any such other party thereunder. Neither the Company nor any Subsidiary isof its Subsidiaries has received any written notice, nor or to the knowledge Knowledge of Seller is the Company, oral notice, of termination or cancellation under any other Company Material Contract, received any notice of material breach or default under any Company Material Contract that has not been cured, or granted to any third party theretoany rights, in default adverse or otherwise, that would constitute a material breach in any material respect under the terms of any such agreement, except for such defaults Company Material Contract. The Company has furnished or breaches which would not reasonably be expected otherwise made available to have a Parent true and correct copies of all Company Material Adverse Effect or a Chubb Securities Material Adverse EffectContracts in effect as of the date of this Agreement.

Material Contracts. (a) Except for this Agreement or as disclosed set forth on Schedule 3.11, and except, in the case Section 3.09 of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any SubsidiaryDisclosure Schedule, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound byby any Contract whether written or oral: (i) with any current Key Personnel; (ii) with any labor union or association representing any employee of the Company or any of its Subsidiaries and any collective bargaining agreement; (iii) that is a “material contract” (as such term is defined in Item 601(b) (10) of Regulation S-K of the SEC not otherwise listed on the Company Disclosure Schedule); (iv) that is a partnership or joint-venture agreement; (v) relating to the borrowing of money (including any guarantee thereto) or that is a mortgage, security agreement, capital lease not made or similar agreements, in each case in excess of $1 million or that creates a Lien on any material asset of the Company or any of its Subsidiaries; (vi) that limits or purports to limit the ability of the Company or any of its Affiliates to compete or engage in any line of business, in any geographic area or with any person, except for certain radius restrictions or use restrictions that may be contained in deeds, leases or similar agreements for individual restaurant locations that were granted in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999consistent with past practice; (iivii) any agreement for the purchase license or sublicense of materials, supplies, goods, services, equipment any Intellectual Property or other intangible asset (whether as a licensor or a licensee), that provides for payment of $250,000 or more per year; (viii) constituting a franchise agreement or a franchise related development agreement; (ix) relating to the sale of any of the assets not made or properties of the Company or any of its Subsidiaries other than in the ordinary course of business which individually does not exceed $250,000; (iii) or for the grant to any agreement relating person of any options, rights of first refusal, or preferential or similar rights to indebtedness for borrowed money purchase any of such assets or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset)properties, except any such agreement for rights of repurchase or recapture rights or rights of first refusal that may be contained in deeds, leases, or similar agreements for individual restaurant locations that were granted pursuant to, or in connection with, real estate Contracts entered into by the Company in the ordinary course of business consistent with an aggregate outstanding principal amount not exceeding $25,000past practice; (ivx) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in relating to the ordinary course of business; (vi) any material agreement or arrangement with Seller acquisition by the Company or any of its Affiliates; orSubsidiaries of any operating business or the capital stock of any other person; (viixi) requiring the payment to any other agreement not made person of a commission or fee, except in the ordinary course of business consistent with past practices; (xii) with suppliers of any goods and services that is material provides for payment of $500,000 or more per year; (xiii) relating to restaurant services, management, or similar agreement with total payments by the Company or any of its Subsidiaries in excess of $500,000 per year; (xiv) in the case of a Company Benefit Plan, that provides any benefits which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xv) that are insurance policies providing for indemnification of any officer or director of the Company or any of its Subsidiaries, other than the Company Articles, Company Bylaws and other organizational documents, as currently in effect, of the Company and each of its Subsidiaries; (xvi) that is an advertising or a marketing contract other than media contracts purchased in the ordinary course of business or that provides for payments in excess of $250,000 per year; (xvii) that constitutes a Tip Rate Alternative Commitment Agreement (“TRAC Agreement”) with the Internal Revenue Service; (xviii) other than those types of Contracts listed in clauses (i) to (xvii) above, those that involve payments by the Company or any of its Subsidiaries taken in excess of $250,000 per year, in each case that are not terminable without premium or penalty on 90 days’ or less notice; and (xix) that would prevent, materially delay or materially impede the consummation of any of the transactions contemplated by this Agreement. All Contracts of the types described in this Section 3.09 shall be collectively referred to herein as a wholethe “Material Contracts.” (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement Section 3.09 of the Company or Disclosure Schedule sets forth a Subsidiary, list of all Material Contracts as of the case may be, date of this Agreement. Each such Material Contract is valid and is in full force and effecteffect and enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and neither remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law). Neither the Company nor any Subsidiary isof its Subsidiaries, nor nor, to the knowledge Company’s Knowledge, any counterparty to any Material Contract, has violated or is alleged to have violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of Seller is any other party theretotime or both, in would constitute a default or breach in any material respect under the terms provisions of any such agreementMaterial Contract, except in each case for such those violations and defaults which, individually or breaches which in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect Effect. True and complete copies of all written Material Contracts have been delivered or a Chubb Securities Material Adverse Effectmade available to Parent and Merger Sub.

Material Contracts. (a) Except for this Agreement and except for Contracts filed as disclosed on Schedule 3.11exhibits to the Company SEC Reports, and exceptas of the date hereof, in the case none of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by: (i) any lease not made in Contract that would be required to be filed by the ordinary course Company pursuant to Item 4 of business which involves payments the Instructions to Exhibits of more than $150,000 per year or extends beyond December 31, 1999Form 20-F under the Exchange Act; (ii) any agreement for Contract relating to the purchase formation, creation, operation, management or control of materialsa partnership, suppliesjoint venture, goods, services, equipment limited liability company or other assets not made in the ordinary course of business which individually does not exceed $250,000similar arrangement; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property Contract involving a loan (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into other than accounts receivable from trade debtors in the ordinary course of business with an aggregate outstanding principal amount not exceeding business) or advance to (other than travel and entertainment allowances to the employees of the Company and any of its Subsidiaries extended in the ordinary course of business), or investment in, any person or any Contract relating to the making of any such loan, advance or investment of more than $25,00010,000,000; (iv) any material partnership, joint venture Contract involving Indebtedness of the Company or other similar agreement or arrangementany of its Subsidiaries of more than $10,000,000; (v) any material agencyContract (including so called take-or-pay or keep-well agreements) under which any person (other than the Company or any of its Subsidiaries) has directly or indirectly guaranteed Indebtedness of the Company or any of its Subsidiaries of more than $30,000,000; (vi) any Contract granting or evidencing a Lien on any properties or assets of the Company or any of its Subsidiaries with value of more than $30,000,000, dealerother than a Permitted Encumbrances; (vii) any Contract under which the Company or any of its Subsidiaries has any obligations that have not been satisfied or performed (other than indemnification and confidentiality obligations) relating to the acquisition, sales representativedisposition, marketing sale, transfer or lease (including leases in connection with financing transactions) of properties or assets of the Company or any of its Subsidiaries that have a fair market value or purchase price of more than $30,000,000 (by merger, purchase or sale of assets or stock or otherwise); (viii) any Contracts involving any resolution or settlement of any Action with amount in controversy greater than $30,000,000; (ix) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of the Company or any of its Subsidiaries to compete in any geographic area, industry or line of business; (x) any Contract involving a standstill or similar agreement arrangement; (xi) any Contract (other than Contracts granting Company Options or Company RSs) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Merger where (A) such Contract requires any payment in excess of $30,000,000 to be made by the Company or any of its Subsidiaries in any calendar year or (B) the value of the outstanding receivables due to the Company and its Subsidiaries under such Contract is in excess of $30,000,000 in any calendar year; (xii) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of the Company or any of its Subsidiaries, (B) pledging of share capital of the Company or any of its Subsidiaries or (C) issuance of guaranty by the Company or any of its Subsidiaries; (xiii) any Contract providing for (A) a license of Intellectual Property to the Company and its Subsidiaries, (B) a license of Intellectual Property by the Company or any of its Subsidiaries to third parties, (C) an indemnity of any person by the Company or any of its Subsidiaries against any charge of infringement, misappropriation, unauthorized use or violation of any Intellectual Property right or (D) any royalty, fee or other amount payable by the Company or any of its Subsidiaries to any person by reason of the ownership, use, sale or disposition of Intellectual Property; in each case of (A) through (D), other than agreements for off-the-shelf Software and such Contracts that are not made material to business of the Company and its Subsidiaries, taken as a whole, and in each case of (C) and (D), other than Contracts entered into by the Company and its Subsidiaries in ordinary course of business; (vixiv) any material agreement Contract which (A) provides the Company with effective control over any of its Subsidiaries in respect of which it does not, directly or arrangement with Seller indirectly, own a majority of the equity interests (each, an “Operating Subsidiary”), (B) provides the Company or any Subsidiary the right or option to purchase the equity interests in any Operating Subsidiary, or (C) transfers economic benefits from any Operating Subsidiary to any other Subsidiary (the contracts and agreements described in (A), (B) and (C), together, the “Control Agreements”); or (xv) any Contract between the Company or any of its Affiliates; or Subsidiaries and any director or executive officer of the Company or any person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act. Each such Contract described in clauses (viii) any other agreement not made in to (xv) and each such Contract that would be a Material Contract but for the ordinary course exception of business that is material being filed as an exhibit to the Company and the Subsidiaries taken SEC Reports is referred to herein as a whole“Material Contract.” (b) Except for agreements which are disclosed as terminable on Schedule 3.11would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary Material Contract is a party is a legal, valid and binding agreement obligation of the Company or a Subsidiaryits Subsidiaries party thereto and to the Company’s knowledge, as the other parties thereto, in each case may besubject to the Bankruptcy and Equity Exception, and is in full force and effect, and (ii) neither the Company nor any Subsidiary isof its Subsidiaries nor, nor to the Company’s knowledge and as of Seller is the date hereof, any other party thereto, is in breach or violation of, or default under, any Material Contract and no event has occurred or breach in not occurred through the Company’s or any material respect under of its Subsidiaries’ action or inaction or, to the terms Company’s knowledge, the action or inaction of any Third Party, that with notice or lapse of time or both would constitute a breach or violation of, or default under, any Material Contract and (iii) the Company and its Subsidiaries have not received any written claim or notice of default, termination or cancellation under any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in Section 2.9(a) of the case of Section 3.11(a)(i), (ii) and (vii), for Seller Disclosure Letter lists the following written Contracts that any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, Transferred Entity is a party to or bound by:by as of the date of this Agreement, except for this Agreement and any Contracts with no remaining obligations thereunder and, with respect to customer Contracts and supplier Contracts, except for purchase orders (collectively, subject to clause (i) below, and together with the IP License Agreements, the “Material Contracts”): (i) any lease not made Contract relating to any incurrence, assumption or guarantee of Indebtedness in the ordinary course excess of business which involves payments of more than $150,000 per year or extends beyond December 31, 19991,000,000; (ii) any agreement for the purchase of materialsContract relating to joint ventures, suppliespartnerships, goodsfranchising, services, equipment royalty payments or other assets not made similar agreements or arrangements and/or any Contract relating to ownership of or investments in any business or enterprise (other than, in each case, immaterial ancillary agreements relating to any of the ordinary course of business which individually does not exceed $250,000foregoing); (iii) any agreement Contract or series of related Contracts, including any option agreement, relating to indebtedness for borrowed money the acquisition or the deferred purchase price disposition of property any business or division thereof, capital stock or other equity securities or assets of any other Person (whether by merger, consolidation or other business combination, sale of stock or other securities, sale of assets or otherwise), including any indemnification agreements or any other Contracts containing outstanding indemnification rights or obligations in either connection therewith (other than, in each case, whether incurred, assumed, guaranteed or secured by immaterial ancillary agreements relating to any assetof the foregoing), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any Contract that contains: (A) most favored nation clauses; (B) non-competition obligations; or (C) material partnershipexclusivity obligations or similar material restrictions, joint venture in each case, binding on any Transferred Entity or other similar agreement the Business that is not terminable by such Transferred Entity upon notice of thirty (30) days or arrangementless; (v) any material agency, dealer, sales representative, marketing Contract under which any Transferred Entity has made outstanding advances or loans to any other similar agreement not made in the ordinary course of businessPerson; (vi) any material agreement or arrangement with Contract restricting the ability of Seller or any of its Affiliates; orAffiliates (including any Transferred Entity) to sell any capital stock or other equity securities or assets of any Transferred Entity; (vii) any Contract made by any Transferred Entity with a Governmental Authority (other agreement not made than any Contract entered into with any Governmental Authority in the ordinary course of business China that is material acting as a commercial enterprise); (viii) any Contract with a labor union, works council or other organization representing employees of a Transferred Entity; (ix) the top ten (10) customer Contracts (based on aggregate total sales in U.S. dollars by the Transferred Entities for the twelve (12)-month period ended on the Balance Sheet Date); (x) Real Property Leases; (xi) the top ten (10) supplier Contracts (based on aggregate total purchases in U.S. dollars by the Transferred Entities for the twelve (12)-month period ended on the Balance Sheet Date); (xii) any Contract involving a remaining commitment by the Transferred Entities to pay capital expenditures in excess of $1,000,000; (xiii) any employment Contract with any Business Employee that provides for annual base salary in excess of $200,000, any employment Contract with any Business Employee that is included within the definition of “Knowledge of Seller,” and any change of control, retention or severance Contracts (exclusive of any generally-applicable severance policy) with (or otherwise for the benefit of) any Business Employee; (xiv) any Contracts with consultants or independent contractors that provide services to the Company Business that provide for the payment of compensation, fees or payments in excess of $200,000 for any year, or that have a term of longer than one year or are not terminable within one year or less without any penalty; (xv) any Contracts relating to staffing companies, temporary employment agencies or similar companies that provide services to the Business that provide for the payment of compensation, fees or payments in excess of $200,000 in any year; (xvi) any non-competition, non-solicitation and confidentiality Contracts with any Business Employee whose current base salary exceeds $200,000 in any year or with any Business Employee that is included within the Subsidiaries taken as a wholedefinition of “Knowledge of Seller;” and (xvii) any other Contract, excluding customer or supplier Contracts, involving the expenditure of amounts in excess of $1,000,000 in any year that is not terminable by the Transferred Entities upon notice of thirty (30) days or less. (b) Except for agreements which are disclosed as terminable on Schedule 3.11A true and complete copy of each Material Contract, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid including all amendments and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party supplements thereto, in default or breach in any material respect under the terms of any such agreementhas been made available to Buyers, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.as set forth in Section 2.9(b)

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in As of the case date of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarythis Agreement, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by: (i) any lease not made “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the ordinary course of business which involves payments of more SEC) (other than $150,000 per year or extends beyond December 31, 1999any Company Benefit Plan); (ii) any agreement for the purchase Contract with any of materials, supplies, goods, services, equipment its directors or officers (other assets not made in the ordinary course of business which individually does not exceed $250,000than any Company Benefit Plan); (iii) any agreement relating Contract that (A) imposes any material restriction on the right or ability of the Company or any of its Subsidiaries to indebtedness for borrowed money compete with any other Person or solicit any client or customer or (B) following the deferred purchase price Closing will materially restrict the ability of property (in either case, whether incurred, assumed, guaranteed Parent or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000its Subsidiaries to so compete or solicit; (iv) any material partnershipContract with a customer that obligates the Company or its Subsidiaries (or following the Closing, joint venture Parent or other its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis or that contains “most favored nation” or similar agreement or arrangementcovenants; (v) any Contract relating to Indebtedness (other than intercompany Indebtedness owed by the Company or any wholly owned Subsidiary to any other wholly owned Subsidiary, or by any wholly owned Subsidiary to the Company) of the Company or any of its Subsidiaries having an outstanding principal amount in excess of $50,000,000.00, other than the Credit Agreement and the Company Notes and related indentures; (vi) any Contract that grants any right of first refusal, right of first offer or similar right with respect to any material agencyassets, dealerrights or properties of the Company or its Subsidiaries; (vii) any Contract that provides for the acquisition or disposition, sales representativedirectly or indirectly, marketing of any assets (other than acquisitions or other similar agreement not made dispositions of sale in the ordinary course of business) or business (whether by merger, sale of stock, sale of assets or otherwise) or capital stock or other equity interests of any Person, and with any outstanding obligations as of the date of this Agreement, in each case with a value in excess of $10,000,000.00; (viviii) any material joint venture, partnership or limited liability company agreement or arrangement with Seller other similar Contract relating to the formation, creation, operation, management or control of any of its Affiliates; or (vii) material joint venture, partnership or limited liability company, other than any other agreement not made in the ordinary course of business that is material to such Contract solely between the Company and its wholly owned Subsidiaries or among the Subsidiaries taken as a whole.Company’s wholly owned Subsidiaries; (bix) Except for agreements which are any Contract with an affiliate or other Person that would be required to be disclosed as terminable on Schedule 3.11, each agreement disclosed in under Item 404(a) of Regulation S-K promulgated under the Exchange Act; (x) any Schedule to this Agreement Contract (A) with any customer that is one of the Top Customers or (B) with any supplier that is one of the Top Suppliers; (xi) any Contract pursuant to which the Company or any Subsidiary of its Subsidiaries has purchased, licensed or sold during the twelve months prior to the date hereof, goods or services that involved payment by or to the Company and its Subsidiaries in excess of $40,000,000.00 during such period or that provides for payments in excess of such amount over the remaining term of such agreement (in each case, whether under a single agreement or a series of related agreements); (xii) any Contract pursuant to which (A) the Company or any of its Subsidiaries grants to any third party any license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by the Company or any of its Subsidiaries, or (B) the Company or any of its Subsidiaries receives a license, release, covenant not to ▇▇▇ or similar right with respect to any material Intellectual Property owned by a third party (other than generally commercially available software in object code form); and (xiii) any material Contract or any other Contract that contains “most favored nation” or similar covenant with respect to pricing terms or requires on-going reporting obligations of the Company and/or its Subsidiaries, in each case to which the Company or any of its Subsidiaries is a party and any counterparty is a Governmental Entity (or the counterparty has represented in writing to the Company or any of its Subsidiaries that it is a prime contractor or subcontractor to a Governmental Entity). All contracts of the types referred to in clauses (i) through (xiii) above are referred to herein as “Company Material Contracts.” (b) Neither the Company nor any Subsidiary of the Company is in breach of or default in any respect under the terms of any Company Material Contract and, to the knowledge of the Company, as of the date hereof, no other party to any Company Material Contract is in breach of or default in any respect under the terms of any Company Material Contract, and no event has occurred or not occurred through the Company’s or any of its Subsidiaries’ action or inaction or, to the Company’s knowledge, prior to the date hereof through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach of or default or result in the termination of or a right of termination or cancelation thereunder, accelerate the performance or obligations required thereby, or result in the loss of any benefit under the terms of any Company Material Contract, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Company Material Contract (i) is a valid and binding agreement obligation of the Company or a Subsidiarythe Subsidiary of the Company that is party thereto and, as to the case may beknowledge of the Company, of each other party thereto, and (ii) is in full force and effect, subject to the Enforceability Exceptions, in each case except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. There are no disputes pending or, to the Company’s knowledge, threatened with respect to any Company Material Contract, and neither the Company nor any Subsidiary isof its Subsidiaries has received any written notice of the intention of any other party to a Company Material Contract to terminate for default, convenience or otherwise any Company Material Contract, nor to the knowledge of Seller Company’s knowledge, is any other such party theretothreatening to do so, in default each case except as has not had or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or a Chubb Securities Material Adverse Effect.

Material Contracts. (a) Except as disclosed Other than those set forth on Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary3.12, neither the Company nor any Subsidiary, to the best of their knowledge, Subsidiary is a party to or bound by: (i) any lease not made in the ordinary course (whether of business which involves payments real or personal property) providing for annual rentals of more than $150,000 per year 100,000 or extends beyond December 31, 1999more; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in providing or for the ordinary course license of business which individually does not exceed any Intellectual Property Rights for either (A) annual payments by the Company and the Subsidiaries of $250,000500,000 or more or (B) aggregate payments by the Company and the Subsidiaries of $500,000 or more; (iii) any sales, distribution, licensing or other similar agreement providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment, Intellectual Property Rights or other assets that provides for either (A) annual payments to the Company and the Subsidiaries of $500,000 or more or (B) aggregate payments to the Company and the Subsidiaries of $500,000 or more; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business (A) with an aggregate outstanding principal amount not exceeding $25,000100,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty and (B) entered into subsequent to the date of this Agreement as permitted by Section 5.01(h); (ivvii) any material partnership, joint venture franchise or other similar agreement or arrangementagreement; (vviii) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of businessagreement; (viix) any material agreement that limits the freedom of the Company or arrangement any Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Company or any Subsidiary after the Closing Date; (x) any agreement with (A) any Seller or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.,

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in As of the case date of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence tothis Agreement, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is and its Subsidiaries are not a party to or bound byby any Contract: (i) any lease not made in that would be required to be filed by the ordinary course Company as a material contract pursuant to Item 601(b)(10) of business which involves payments Regulation S-K of more than $150,000 per year or extends beyond December 31, 1999the SEC; (ii) that is or creates a Partnership with any agreement for other Person that is material to the purchase Company and its Subsidiaries, taken as a whole, or that relates to the formation, operation, management or control of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000any such Partnership; (iii) that (A) is an indenture, credit agreement, loan agreement, security agreement, guarantee of, note, mortgage or other agreement providing for indebtedness (including obligations under any agreement relating capitalized leases) in excess of $1,500,000 (other than agreements between the Company and any wholly owned Subsidiary or between wholly owned Subsidiaries) or pursuant to which the Company or any of its Subsidiaries guarantees any such indebtedness for borrowed money of any other Person (other than the Company or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any assetanother wholly owned Subsidiary), except (B) materially restricts the Company’s ability to incur indebtedness or guarantee the indebtedness of others, (C) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any such agreement property or asset of the Company or its Subsidiaries that is material to the Company and its Subsidiaries, taken as a whole, or (D) is an interest rate derivative, currency derivative or other hedging contract other than foreign currency cash flow ▇▇▇▇▇▇ entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000and classified as cash flow ▇▇▇▇▇▇ for accounting purposes; (iv) that is a Contract (other than this Agreement) for the acquisition of any material partnershipcorporation, joint venture partnership or other similar agreement limited liability company or arrangement; (v) any material agencybusiness, dealer, sales representative, marketing or other similar agreement not made in the ordinary course sale of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or Subsidiaries or businesses after the date hereof, in each case with a fair market value or purchase price (viiincluding assumption of debt) any in excess of $5,000,000 (other agreement not made than (x) in the ordinary course of business or (y) intercompany agreements); (v) that is a Contract (including any Contract providing for the outsourcing, contract manufacturing, testing, assembly or fabrication (as applicable of any products, technology or services of the Company or any of its Subsidiaries)) under which the Company and its Subsidiaries have made or received payments in excess of $1,000,000 in the fiscal year ended December 28, 2013, the fiscal year ended December 27, 2014, or the two quarter period ended June 27, 2015; (vi) that is a dealer, distributor, OEM (original equipment manufacturer), VAR (value added reseller), sales representative or similar Contract under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for the Company Products (A) with a third party that is one of the Company’s top twenty (20) customers by revenue in fiscal year 2014 or 2015 or (B) under which the Company and its Subsidiaries have made or received payments in excess of $1,000,000 in the fiscal year ended December 28, 2013, the fiscal year ended December 27, 2014, or the two quarter period ended June 27, 2015; (vii) with respect to the acquisition or disposition of any corporation, partnership, limited liability company or business (whether by merger, amalgamation, consolidation or other business combination, sale of assets, sale of capital stock, tender offer, exchange offer, or similar transaction) pursuant to which the Company or any of its Subsidiaries has (A) material continuing indemnification obligations (and was entered into after March 1, 2005), or (B) any “earn-out” or similar contingent payment obligations in excess of $5,000,000 (other than any Contract that provides solely for the acquisition of inventory, raw materials or equipment in the ordinary course); (viii) that contains a right of first refusal, first offer, or first negotiation, or a call or put right, with respect to any asset that is material to the Company and the Subsidiaries its Subsidiaries, taken as a whole; (ix) that prohibits or restricts the payment of dividends or distributions in respect of the Company’s shares or capital stock; (x) that is a purchase or sale agreement with any Significant Customer or Significant Supplier under which the Company and its Subsidiaries have made or received payments in excess of $1,000,000 in the fiscal year ended December 28, 2013, the fiscal year ended December 27, 2014, or the two quarter period ended June 27, 2015; (xi) under which (A) any person (other than the Company or any of its wholly owned Subsidiaries) is guaranteeing any liabilities or obligations of the Company or any of its Subsidiaries, or (B) the Company or any of its Subsidiaries has “take-or-pay” obligations; (xii) that is between the Company or any of its Subsidiaries, on the one hand, and any of the Company’s or its Subsidiaries’ respective directors or officers or stockholders who own five percent (5%) or more of the Company Common Stock, other than (A) any Benefit Plan or any other employee agreements or arrangements, (B) transactions conducted on an arms’ length basis or (C) any agreements with consideration of less than $200,000; (xiii) providing for the creation or imposition of any Lien, other than a Permitted Lien, with respect to any assets (including Intellectual Property or other intangible assets) material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole; (xiv) that is a settlement, conciliation or similar agreement (x) with any Governmental Entity which (A) materially restricts or imposes material obligations upon the Company or its Subsidiaries, or (B) materially disrupts the business of the Company and its Subsidiaries as currently conducted, or (y) which would require the Company or any of its Subsidiaries to pay consideration of more than $2,000,000 after the date of this Agreement; or (xv) with any Governmental Entity, or for the purpose of fulfilling a Contract or order from any Governmental Entity as the ultimate customer, that is material to the conduct of the business of the Company and its Subsidiaries as currently conducted, taken as a whole. Each such Contract described in clauses (i)-(xv) or Section 4.8(c), together with each material Company License-In Agreement, is referred to herein as a “Material Contract”. (b) Except for agreements which are disclosed as terminable on Schedule 3.11would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is enforceable against the Company in accordance with its terms and, to the Knowledge of the Company, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a other party is a valid and binding agreement of the Company or a Subsidiary, as the case may bethereto, and is in full force and effecteffect and (ii) the Company or its Subsidiaries, on the one hand, and, to the Knowledge of the Company, each other party to each Material Contract, on the other hand, have performed all obligations required to be performed by it under such Material Contract and, to the Knowledge of the Company, no event has occurred, and neither no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to accelerate the maturity or performance of any Material Contract, or (C) give any Person the right to cancel, terminate or modify any Material Contract. (c) As of the date of this Agreement, the Company nor is not a party to or bound by any Subsidiary isContract that (i) contains any provisions materially restricting the right of the Company or any of its Subsidiaries (A) to compete or transact in any business or with any Person or in any geographic area, nor or (B) to the knowledge of Seller is acquire any material product or other asset or service from any other Person; (ii) grants exclusive rights to license, market, sell or deliver any Company Product; or (iii) contains any “most favored nation” or similar provisions in favor of the other party thereto, in default and relates (or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have relate) to payments in excess of $1,000,000 in any of fiscal years 2014, 2015 or 2016. (d) (x) There are no licenses granted to third parties under any of the Contracts set forth in Section 4.8(d)(i), Section 4.8(d)(ii) or Section 4.8(d)(iii) of the Company Disclosure Schedule (collectively, the “Specified Contracts”), and (y) to the Knowledge of the Company, there are no other Contracts to which the Company or its Subsidiaries is a Material Adverse Effect party, in the case of clause (x) or (y), that would, as a Chubb Securities Material Adverse Effectresult of the change of control of the Company contemplated by this Agreement, the Closing or the fact of Parent or any of its Affiliates (other than the Company or its Subsidiaries) becoming an Affiliate of the Company or any of its Subsidiaries, grant to any third party a license or right to a license with respect to Parent’s or its Affiliates’ (excluding the Company and its Subsidiaries) Intellectual Property following the Closing, in each case except as would not materially adversely impact Parent and its Affiliates’ (excluding the Company and its Subsidiaries) business.

Material Contracts. (a) Except as disclosed on in Schedule 3.116.15, and except, or otherwise reflected in the case SPAH Financial Statements, none of Section 3.11(a)(i)SPAH, nor any of its respective Assets, businesses, or operations, is a party to, or is bound or affected by, or receives benefits under, (i) any employment, severance, termination, consulting, or retirement Contract providing for aggregate payments to any Person in any calendar year in excess of $200,000, (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without Contract relating to the payment borrowing of money by SPAH or the guarantee by SPAH of any penalty by, such obligation (other than trade payables and Contracts relating to borrowings or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by: (i) any lease not guarantees made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31SPAH’s business), 1999; (iiiii) any agreement for the purchase Contract which prohibits or restricts SPAH or any personnel of materialsSPAH from engaging in any business activities in any geographic area, suppliesline of business or otherwise in competition with any other Person, goods, services, equipment or (iv) any Contract involving Intellectual Property (other assets not made than Contracts entered into in the ordinary course of business which individually does not exceed $250,000; with customers or “shrink-wrap” software licenses), (iiiv) any agreement Contract relating to indebtedness for borrowed money the provision of data processing, network communication, or other technical services to or by SPAH, (vi) any Contract relating to the deferred purchase price or sale of property any goods or services (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement other than Contracts entered into in the ordinary course of business with an aggregate outstanding principal amount and involving payments under any individual Contract or series of contracts not exceeding in excess of $25,000; (iv) any material partnership200,000), joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any exchange-traded or over-the-counter swap, forward, future, option, cap, floor, or collar financial Contract, or any other agreement not made in the ordinary course of business interest rate or foreign currency protection Contract or any Contract that is material a combination thereof not included on its balance sheet, (viii) any Contract relating to the Company purchase, sale or lease of real property by or from SPAH and (ix) any other Contract or amendment thereto that would be required to be filed as an exhibit to a SPAH Exchange Act Report filed by SPAH with the Subsidiaries taken SEC prior to the date of this Agreement that has not been filed as an exhibit to a wholeSPAH Exchange Act Report (Contracts referred to in clauses (i) through (ix) of this Section 6.15(a), together the “SPAH Contracts”). A true, correct and complete copy of each SPAH Contract has been filed as an exhibit to an Exchange Act Document, furnished or made available to FFC as of the date hereof. (b) Except for agreements which are disclosed With respect to each SPAH Contract and except as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which 6.15(b): (i) the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and Contract is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller ; (ii) SPAH is any other party thereto, not in default Default thereunder; (iii) SPAH has not repudiated or breach in waived any material respect under the terms provision of any such agreementContract; (iv) no other party to any such Contract is, except to SPAH’s Knowledge, in Default in any respect or has repudiated or waived each material provision thereunder; and (v) no consent is required by a Contract for such defaults the execution, delivery, or breaches which would not reasonably be expected to have a Material Adverse Effect performance of this Agreement, the consummation of the Merger or a Chubb Securities Material Adverse Effectthe other transactions contemplated hereby. All of the indebtedness of SPAH for money borrowed is prepayable at any time by SPAH without penalty, premium or charge.

Material Contracts. (a) Except As of the date of this Agreement, except as disclosed set forth on Schedule 3.11Section 2.16 of the XETA Schedule, and exceptexcept for (i) this Agreement, in the case of Section 3.11(a)(i), and (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any SubsidiaryXETA Employee Benefit Plans, neither the Company XETA nor any Subsidiary, to the best of their knowledge, its subsidiaries is a party to or bound byby any contract (whether written or oral) which is: (iA) any lease not made a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment relating to indebtedness, other than (x) trade debt and advances incurred in the ordinary course of business which involves payments business, (y) accounts payable and (z) intercompany loans to the subsidiaries of more than $150,000 per year or extends beyond December 31, 1999XETA; (iiB) a contract, lease or license pursuant to which XETA or any agreement for of its subsidiaries paid amounts in excess of $250,000 within the purchase 12 month period prior to the date of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000this Agreement; (iiiC) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000a material consulting agreement; (ivD) any contract providing for indemnification by XETA or any of its subsidiaries that is material partnershipto XETA and its subsidiaries, joint venture taken as a whole, other than any contract providing for indemnification of customers or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made persons entered into in the ordinary course of business; (viE) any material agreement or arrangement with Seller a contract that purports to limit the right of XETA or any of its Affiliates; oraffiliates to engage or compete in any line of business in which XETA or its subsidiaries is engaged or to compete with any person or operate in any location; (viiF) a contract that creates a partnership, joint venture or any strategic alliance or similar arrangement that is material to XETA with respect to any portion of the business of XETA or its subsidiaries; (G) a license, franchise, distributorship or other contract or agreement not made which relates in whole or in part to any material Intellectual Property of or used by XETA or its subsidiaries, but excluding any commercial off the shelf software with retail value of less than $25,000 per item; (H) a contract material to XETA with any manufacturer, supplier or provider of products or services that are resold by XETA or its subsidiaries or incorporated into any XETA product that is resold by XETA or its subsidiaries to any third party; (I) a contract material to XETA providing for the development of any product, system, software, content, technology, or Intellectual Property, independently or jointly, by or for XETA or its subsidiaries, or any contract or agreement providing for the sale of customized or otherwise non-commercially available software, technology, products or services by or to XETA or its subsidiaries; (J) a contract to which XETA or any subsidiary is a party providing for future performance by XETA or such subsidiaries in consideration of amounts previously paid, excluding maintenance agreements and purchase agreements with customers entered into in the ordinary course of business that is business; (K) a contract to provide source code which constitutes any or part of material XETA Intellectual Property to any third party for any product or technology; (L) a contract material to XETA with any distributor, reseller, original equipment manufacturer, systems integrator, sales representative, sales agency or manufacturer’s representative or otherwise, providing for the Company and distribution or resale of any XETA product; and (M) any commitment or agreement to enter into any of the Subsidiaries taken foregoing. All contracts of the type described in this Section 2.16(a) are referred to herein as a wholethe “XETA Material Contracts.” (b) Except for agreements which are disclosed Other than as terminable a result of the expiration or termination of any XETA Material Contract in accordance with its terms and except as has not had and is not reasonably likely to have, individually or in the aggregate, a XETA Material Adverse Effect, (i) each XETA Material Contract is valid and binding on Schedule 3.11, each agreement disclosed in XETA and any Schedule to this Agreement to which the Company or any Subsidiary of its subsidiaries that is a party is a valid and binding agreement of the Company or a Subsidiarythereto, as the case may beapplicable, and is in full force and effect, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization and other laws of general applicability relating to or affecting the rights or remedies of creditors and by general equitable principles (whether considered in a proceeding in equity or at law), and except that any indemnity, contribution and exoneration provisions contained therein may be limited by Applicable Law and public policy, (ii) XETA and each of its subsidiaries has in all material respects performed all obligations required to be performed by it to date under each XETA Material Contract and (iii) neither the Company XETA nor any Subsidiary isof its subsidiaries has received written notice of, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms existence of any event or condition which constitutes, or, after notice or lapse of time or both, will constitute, a material default on the part of XETA or any of its subsidiaries or their counterparties under any such agreement, except for such defaults or breaches which would not reasonably be expected to have a XETA Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in As of the case date of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarythis Agreement, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:by any Contract (each Contract of the type described in this Section 4.11(a) to which the Company or any of its Subsidiaries is a party to or bound by as of the date of this Agreement or to which the Company or any of its Subsidiaries is a party to or bound by and that has been filed with the SEC prior to the date hereof being referred to herein as a “Material Contract”): (i) any lease that is or will be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act and is not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999already so filed; (ii) that limits or purports to limit in any agreement for material respect either the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course type of business in which individually does not exceed $250,000the Company or any of its Affiliates may engage or the manner or locations in which any of them may so engage in any business; (iii) that includes any agreement relating “most favored nations” terms and conditions (including with respect to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any assetpricing), except any such agreement entered into exclusive dealing arrangement, any arrangement that grants any right of first refusal, right of first offer or similar right, any area of mutual interest clause or similar clause or any other term, condition or clause that, in the ordinary course case of each of the foregoing, individually or in the aggregate, limits or purports to limit in any material respect the ability of the Company or any of its Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business with an aggregate outstanding principal amount not exceeding $25,000(excluding, in respect of each of the foregoing, customary joint operating agreements); (iv) that creates a partnership (other than a Tax partnership), joint venture, strategic alliance or similar arrangement with respect to any material partnershipbusiness or assets of the Company and its Subsidiaries, joint venture or other similar agreement or arrangementtaken as a whole; (v) that obligates the Company or any material agencyof its Subsidiaries to make any loans, dealeradvances or capital contributions to, sales representativeor investments in, marketing any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement or (B) any loan or capital contribution to, or investment in, (1) the Company or one of its wholly owned Subsidiaries, (2) any person (other similar agreement not made in than any officer, director or employee of the ordinary course Company or any of businessits Subsidiaries) that is less than $25 million to such person or (3) to any officer, director or employee of the Company or any of its Subsidiaries that is less than $1 million to such officer, director or employee; (vi) any material that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement (other than those solely between the Company and its Subsidiaries) providing for or arrangement with Seller guaranteeing indebtedness in excess of $50 million individually; (vii) that is an acquisition agreement, asset purchase, stock purchase or other similar agreement pursuant to which (A) the Company reasonably expects that it or any of its Affiliates; or Subsidiaries is required to pay total consideration (viiincluding assumption of debt) after the date of this Agreement in excess of $50 million or (B) any other person has the right to acquire any assets of the Company or any of its Subsidiaries (or, after giving effect to the consummation of the Offer or the Merger, Parent or any of its Subsidiaries) or any interests therein after the date of this Agreement with a purchase price of more than $50 million; (viii) that is an agreement providing for the sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 60 days and does not made allow the Company or such Subsidiary to terminate it without penalty on 60 days’ notice or less or (B) contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (ix) that provides for a call or option on production, or acreage dedication to a gathering, transportation or other arrangement downstream of the wellhead, covering in excess of 20 MMcf (or, in the ordinary course case of business liquids, in excess of 750 barrels) of the Company’s and its Subsidiaries’ Hydrocarbons per day (calculated on a yearly average basis); (x) that is a treatment, gathering, processing or transportation agreement to which the Company or any of its Subsidiaries is a party involving the treatment, gathering, processing or transportation of more than 50 MMcf (or, in the case of liquids, in excess of 500 barrels) of Hydrocarbons per day (calculated on a yearly average basis); (xi) that is a joint development agreement, exploration agreement, participation or program agreement or similar agreement (excluding, in respect of each of the foregoing, customary joint operating agreements) that contractually requires the Company and its Subsidiaries to make expenditures that would reasonably be expected to be in excess of $100 million in the aggregate during the 12-month period following the date of this Agreement; (xii) that is a collective bargaining agreement; (xiii) that involves or could reasonably be expected to involve aggregate payments by or to the Company and/or its Subsidiaries in excess of $50 million in any 12-month period, except for any Contract that may be cancelled without penalty or termination payments by the Company and/or its Subsidiaries upon notice of 60 days or less, and excluding joint operating agreements and production sales Contracts; (xiv) that is an Oil and Gas Lease that contains express provisions (A) obligating the Company or any Subsidiary to drill ▇▇▇▇▇, pursuant to which the Company or any Subsidiary would reasonably be expected to be required to expend $25 million on any individual Oil and Gas Lease or $200 million in the aggregate on all obligations under Oil and Gas Leases, (B) establishing bonus obligations in excess of $10 million that were not satisfied at the time of leasing or signing, (C) requiring payments or providing for a change in terms upon a change in control of the lessee or (D) providing for a fixed term, even if there is still production in paying quantities; and (xv) that is a settlement or similar agreement with any Governmental Entity or Order or consent of a Governmental Entity to which the Company or any of its Subsidiaries is subject involving future performance by the Company or any of its Subsidiaries that is or would reasonably be expected to be material to the Company and the Subsidiaries its Subsidiaries, taken as a whole. (b) Except for agreements which are disclosed as, individually or in the aggregate, would not reasonably be expected to be material to the Company and its Subsidiaries, taken as terminable on Schedule 3.11a whole, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party Material Contract is a valid and binding agreement obligation of the Company or a Subsidiaryits Subsidiaries (to the extent they are parties thereto or bound thereby), as the case may be, and is in full force and effecteffect and enforceable against the Company or its Subsidiaries and, to the Knowledge of the Company, each other party thereto, in accordance with its terms (subject to the Bankruptcy and Equity Exception). Except for breaches, violations or defaults that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Material Contract, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Material Contract, and neither the Company nor any Subsidiary isof its Subsidiaries has received written notice that it has breached, nor violated or defaulted under any Material Contract or, as of the date of this Agreement, of an intention by any counterparty (other than the Company or any of its Subsidiaries) to the knowledge of Seller is any other party theretocancel, in default terminate or breach amend in any material respect under the terms of or not renew any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (a) Except Other than as disclosed set forth on Schedule 3.11Section 4.10(a) of the Partner Disclosure Schedule, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, with respect to the best Partner Contributed Business, no Partner Party as of their knowledge, the date hereof is a party to or bound by: (i) any lease (whether of real or personal property) (A) providing for annual rentals of $200,000 or more that cannot made in the ordinary course of business which involves payments of be terminated on not more than $150,000 per year 60 days’ notice without payment by a Partner Party of any material penalty or extends beyond December 31, 1999(B) under which it is a lessor of or permits any third party to hold or operate any property owned by it; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Partner Parties of $200,000 or more or (B) aggregate payments by the Partner Parties of $200,000 or more, in each case that cannot made in be terminated on not more than 60 days’ notice without payment by the ordinary course Partner Parties of business which individually does not exceed $250,000any material penalty; (iii) any sales, distribution or other similar agreement providing for the sale by the Partner Parties of materials, supplies, goods, services, equipment or other assets that provides for annual payments to the Partner Parties of $1,000,000 or more; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business (A) with an aggregate outstanding principal amount not exceeding $25,0001,000,000 or (B) entered into subsequent to the date of this Agreement as permitted by Section 6.01; (ivvii) any material partnershipagreement that limits the freedom of the Partner Parties to compete in any line of business or with any Person or in any area; (viii) any material agreement with or for the benefit of any Affiliate of Partner; (ix) any material agreement with independent contractors, joint venture distributors, dealers, franchisers, manufacturers’ representatives, sales agencies or franchisees; (x) any profit sharing, stock appreciation, deferred compensation, severance or other similar agreement plan or arrangementarrangement for the benefits of its current or former managers, members, officers or employees; (vxi) any material agency, dealer, sales representative, marketing collective bargaining agreement or other contract to or with any labor union or other employee representative of a group of employees; (xii) any power of attorney that is currently effective and outstanding; (xiii) any settlement, conciliation or similar agreement not made with any Governmental Authority, or that will require a Partner Party to pay consideration after the date hereof in excess of $200,000; (xiv) any agreement relating to the licensing of material Partner Transferred IP and/or Partner Licensed IP by any Partner Party to any Person or by any Person to any Partner Party (other than non-exclusive licenses granted in the ordinary course of business); (vixv) any material agreement for the purchase of sand or arrangement with Seller or any of its Affiliatessand products; or (viixvi) any contract for the employment or engagement of any officer, individual employee, or other person or entity on a full-time, part-time, consulting or other basis involving compensation in excess of $200,000 or agreement not made in the ordinary course of business that is material providing severance or other termination payments or benefits or relating to the Company and the Subsidiaries taken as a wholeloans to officers, directors, employees or Affiliates. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule Partner has made available to this Agreement to which the Company or any Subsidiary is a party is a valid Baker Hughes true and binding agreement complete copies of the Company Partner Contributed Contracts, in each case as amended or a Subsidiary, otherwise modified and in effect as of the case may be, and date hereof. Each Partner Contributed Contract is in full force and effect, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and neither similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity and represents the Company nor any Subsidiary isvalid and binding obligations of Partner or one of its Affiliates party thereto and, nor to the knowledge of Seller is Partner, represents the valid and binding obligations of the other parties thereto. Neither Partner nor any other party theretoof its Affiliates has received written notice of cancellation of any Partner Contributed Contract, the cancellation of which would be, individually or in the aggregate, material to the Partner Contributed Business. Except, in each case, where the occurrence of such breach or default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have be, individually or in the aggregate, material to the Partner Contributed Business taken as a Material Adverse Effect whole, (x) neither Partner, any of its Affiliates nor, to the knowledge of Partner, any other party thereto is in breach of or a Chubb Securities Material Adverse Effectdefault under any such Partner Contributed Contract and (y) as of the date of this Agreement, neither Partner nor any of its Affiliates has received any written claim or written notice of material breach of or material default under any such Partner Contributed Contract.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither Neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound byby any: (i) any lease not made in Contract (other than this Agreement) that is required to be filed by the ordinary course Company as a material contract pursuant to Item 601(b)(10) of business which involves payments Regulation S-K of more than $150,000 per year or extends beyond December 31, 1999the SEC; (ii) any agreement for the purchase of materialsindenture, suppliescredit agreement, goodsloan agreement, servicessecurity agreement, equipment guarantee, note, mortgage or other assets not made evidence of Indebtedness or Contract providing for Indebtedness in the ordinary course excess of business which individually does not exceed $250,0005,000,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property Contract (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement other than this Agreement) entered into in connection with the ordinary course sale or acquisition of business with an aggregate any of its assets under which the Company or any of its Subsidiaries has any outstanding principal amount not exceeding $25,000; obligations that are material (iv) any other than sales of inventory, product or obsolete equipment or acquisitions of feedstock, in each case, in all material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made respects in the ordinary course of business); (viiv) Contract containing covenants binding on the Company or any material agreement of its Subsidiaries that materially restricts the ability of the Company or arrangement with Seller any of its Subsidiaries (or which, following the consummation of the Merger, could materially restrict the ability of the Surviving Corporation or any of its Affiliates; or (vii) to compete in any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries its Subsidiaries, taken as a whole, or with any Person or in any geographic area or solicit any client or customer, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less; (v) Contract with respect to a material joint venture or material partnership or similar arrangement or agreement (excluding information technology Contracts); (vi) Contract that would prevent or delay the Company from performing its obligations under this Agreement in any material respect; (vii) other Contract (other than this Agreement, purchase orders in the ordinary course of business, agreements between the Company and any of its wholly owned Subsidiaries or between any of the Company’s wholly owned Subsidiaries or Company Benefit Plans) under which the Company and its Subsidiaries are obligated to make or receive payments in the future in excess of $10,000,000 per annum or $50,000,000 during the life of the Contract; (viii) any Contract that grants any right of first refusal, right of first offer, put, call or similar right with respect to any material assets, rights or properties of the Company or its Subsidiaries; (ix) any Contract with any Affiliate or other Person that would be required to be disclosed under Item 404(a) of Regulation S-K promulgated under the Exchange Act; and (x) (A) any Contract that expressly obligates the Company or any of its Subsidiaries (or following the Closing, Parent or any of its Subsidiaries) to conduct business with any third party on a preferential or exclusive basis, (B) any Contract that contains “most favored nation” or similar covenants, or (C) any Contract that requires the Company or any of its Subsidiaries to “take or pay” with respect to the purchase of any goods or services, in each of cases (A), (B) and (C), where such obligation, covenant or requirement, respectively, is material to the Company and its Subsidiaries, taken as a whole. Each such Contract described in clauses (i)-(x) is referred to herein as a “Material Contract.” (b) Except for agreements which are disclosed as terminable on Schedule 3.11would not reasonably be expected to have, each agreement disclosed individually or in any Schedule to this Agreement to which the aggregate, a Material Adverse Effect, (i) neither the Company or nor any Subsidiary of its Subsidiaries is a party is a valid and binding agreement (and, to the Knowledge of the Company or a SubsidiaryCompany, as no other party is) in default under any Material Contract, (ii) each of the case may be, and Material Contracts is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, (iii) the Company and its Subsidiaries have, and to the Knowledge of the Company, the counterparties thereto have, performed all obligations required to be performed by them to date under the Material Contracts and are not (with or without the lapse of time or the giving of notice, or both) in material breach thereunder, and (iv) neither the Company nor any Subsidiary isof its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, nor are there any disputes pending, or to the knowledge Knowledge of Seller is the Company, threatened with respect to any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (a) Except as disclosed on Schedule 3.11Section 3.16 of the Company Disclosure Letter lists, and exceptthe Company has made available to Parent prior to the date of this Agreement, in true, correct and complete copies of, any of the case following contracts (or a summary of Section 3.11(a)(i), (iia contract if pursuant to its terms it cannot be provided) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, to which the Company or any Subsidiary, neither of the Company nor any SubsidiarySubsidiaries is bound, in each case other than (x) a Company Benefit Plan and (y) contracts referred to the best in Section 3.16 (a)(i) (all of their knowledge, is a party to or bound by:which are publicly available): (i) that would be required to be filed by the Company or any lease not made in of the ordinary course Company Subsidiaries as a “material contract” pursuant to Item 601(b)(10) of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999Regulation S-K under the Securities Act; (ii) that contains covenants that limit the ability of the Company or any agreement for of the purchase Company Subsidiaries to compete in any business or with any person or in any geographic area or distribution or sales channel, or to sell, supply or distribute any service or product, in each case, that could reasonably be expected to be material to the business of materialsthe Company and the Company Subsidiaries, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000taken as a whole; (iii) any that relates to a joint venture, partnership, limited liability company or other similar agreement or arrangement relating to indebtedness for borrowed money the formation, creation, operation or control of any partnership or joint venture or similar entity or arrangement (other than any partnership or limited liability company operating agreement of a direct or indirect wholly-owned Company Subsidiary) or pursuant to which the deferred purchase price Company or any of property the Company Subsidiaries has an obligation (contingent or otherwise) to make a material investment in either case, whether incurred, assumed, guaranteed or secured by a material extension of credit to any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000person; (iv) that involves any material partnershipexchange traded, joint venture over-the-counter or other similar agreement swap, cap, floor, collar, futures contract, forward contract, option or arrangementany other derivative financial instrument or contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including commodities, emissions allowances, renewable energy credits, currencies, interest rates, foreign currency and other indices, in each case, that is material to the business of the Company and the Company Subsidiaries, taken as a whole, in each case other than agreements for the purchase and sale of coal, diesel fuel and ANFO; (v) that relates to (x) indebtedness under which the Company and/or any material agency, dealer, sales representative, marketing of the Company Subsidiaries has outstanding obligations in excess of $10,000,000 or other (y) conditional or similar agreement not made sale arrangements in connection with which the ordinary course aggregate actual or contingent obligations of businessthe Company and the Company Subsidiaries under such contract are greater than $10,000,000; (vi) for the purchase and sale of coal under which (x) the aggregate amounts to be paid by the Company and the Company Subsidiaries over the remaining term of such contract would reasonably be expected to exceed $20,000,000 in any material agreement twelve-month period or arrangement with Seller or (y) the aggregate amounts to be received by the Company and the Company Subsidiaries over the remaining term of such contract would reasonably be expected to exceed $20,000,000 in any of its Affiliatestwelve-month period; or (vii) any that would or would reasonably be expected to prevent or materially delay the Company’s ability to consummate the Merger or the other agreement not made Transactions. Each contract of the type described in the ordinary course of business that subclauses (i) through (vii) above (in each case other than a Company Benefit Plan) is material referred to the Company and the Subsidiaries taken herein as a whole“Company Material Contract.” (b) Except for agreements which are disclosed as terminable Each Company Material Contract is valid and binding on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any the Company Subsidiary is a party is a valid and binding agreement thereto and, to the Knowledge of the Company or a SubsidiaryCompany, as the case may beeach other party thereto, and is in full force and effect, except for such failures to be valid and neither binding or to be in full force and effect that would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect on the Company. There is no default under any such Company Material Contract by the Company nor or any Subsidiary isof the Company Subsidiaries or, nor to the knowledge Knowledge of Seller is the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of the Company Subsidiaries or, to the Knowledge of the Company, by any other party thereto, in default or breach in any material respect under the terms of any such agreement, each case except for such defaults or breaches which as would not reasonably be expected to have result, individually or in the aggregate, in a Material Adverse Effect or a Chubb Securities Material Adverse Effecton the Company.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in As of the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarydate hereof, neither the Company AMB nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by: by any Contract (i) any lease not made in required to be filed as an exhibit to AMB’s Annual Report on Form 10-K pursuant to Item 601(b)(2) or (10) of Regulation S-K under the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31Exchange Act, 1999; (ii) any partnership, joint venture, co-investment or similar agreement for with any third parties requiring aggregate payments after the date hereof by AMB or any of its Subsidiaries pursuant to any such partnership, joint venture, co-investment or similar agreement in excess of $150,000,000, (iii) any Contract limiting in any material respect the ability of AMB or any of its Subsidiaries to engage in any line of business in any geographic area, (iv) any Contract or executed binding letter of intent involving the future disposition or acquisition of assets or properties with a fair market value in excess of $250,000,000, or any merger, consolidation or similar business combination transaction, (v) any Contract relating to development, construction, capital expenditures or purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; or properties (iii) any agreement relating to indebtedness other than purchase orders for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made items in the ordinary course of business; ) in each case requiring aggregate payments by AMB or any of its Subsidiaries in excess of $100,000,000 during their remaining term, or (vi) any material agreement Contract evidencing a capitalized lease obligation or arrangement with Seller other indebtedness to any Person, or any guaranty thereof, in excess of $100,000,000, other than any Contract in respect of a ground lease or office leases or obligations thereunder (all such Contracts to which AMB or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement to or bound by as of the Company or a Subsidiary, date of this Agreement are referred to herein as the case may be“AMB Material Contracts”). Except as would not have, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a have, individually or in the aggregate, an AMB Material Adverse Effect Effect, each of the AMB Material Contracts is a valid and binding obligation of AMB, or the Subsidiary of AMB that is a Chubb Securities party thereto, and, to AMB’s knowledge, the other parties thereto, enforceable against AMB and its Subsidiaries and, to AMB’s knowledge, the other parties thereto in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditors’ rights generally and general equitable principles. None of AMB or any of its Subsidiaries is, and to AMB’s knowledge no other party is, in breach, default or violation (and no event has occurred or not occurred through AMB’s or any Subsidiary of AMB’s action or inaction or, to AMB’s knowledge, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of any AMB Material Contract to which AMB or any Subsidiary of AMB is now a party, or by which any of them or their respective properties or assets may be bound, except for such breaches, defaults or violations as would not have, or would not reasonably be expected to have, individually or in the aggregate, an AMB Material Adverse Effect.

Material Contracts. (a) Except as disclosed on Section 3.11 of the Seller Disclosure Schedule 3.11, and except, contains a list of all Contracts referred to in the case of Section 3.11(a)(iclauses (i) through (xv), (iiinclusive, of this Section 3.11(a) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, to which the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party and which is currently in effect (each Contract required to or bound bybe disclosed hereunder, a “Material Contract” and, collectively, the “Material Contracts”), complete and accurate copies of which have been made available to Buyer: (i) any lease not made in the ordinary course (whether of business which involves payments real or personal property) providing for annual rentals of more than $150,000 per year 25,000 or extends beyond December 31, 1999more; (ii) any agreement for the purchase of materials, supplies, goods, services, development, equipment or other assets not made in providing for annual payments by the ordinary course Company of business which individually does not exceed $250,00025,000 or more; (iii) any sales, partnering, development or other similar agreement providing for the sale by the Company of products, services or other assets (other than Contracts with the Company’s customers that are not required to be disclosed pursuant to Section 3.11(c)) that provides for either (A) annual payments to the Company of $25,000 or more or (B) aggregate payments to the Company of $25,000 or more; (iv) any partnership, joint venture or other similar agreement or arrangement, other than referral agreements pursuant to which the Company has not made any referral payments since July 31, 2009; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), other than the acquisition or disposition of inventory; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,00025,000 and which may be prepaid on not more than thirty (30) calendar days’ notice without the payment of any penalty; (ivvii) any material partnership(A) option, joint venture franchise or similar agreement, (B) inbound license of Intellectual Property Rights or Technology to the Company other than Off-the-Shelf Software or (C) outbound license of Intellectual Property Rights, Company Software or other similar agreement Company Intellectual Property or arrangementsublicense of Licensed Intellectual Property by the Company, other than any non-exclusive outbound license of Company Software entered into in the ordinary course of business consistent with past practice; (vviii) any material agency, dealer, sales representative, distribution, marketing or other similar agreement not made involving $25,000 or more (which, in the case of referral agreements shall only include referral agreements pursuant to which payments received by the Company or paid by the Company for referral fees are equal to $25,000 or more), other than instances wherein an employee of the Company acts as a sales representative; (ix) any agreement that (A) limits the freedom of the Company to compete in any line of business or against any Person or in any area or which would so limit the freedom of the Company after the Closing Date or (B) provides for pricing or other contract terms on a “most favored nations” or similar basis; (x) any agreement with (A) any Seller or the Company, (B) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of the Company, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by any Seller or the Company or (D) any director or officer of the Company or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the Exchange Act) of any such director or officer; (xi) any indemnification agreements, other than in connection with commercial transactions or indemnification provisions in outbound licenses, in each case in the ordinary course of business; (vixii) any material agreement contract with a Governmental Authority; (xiii) powers of attorney from the Company; (xiv) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or arrangement the obligated party thereunder), other than those related to commercial transactions in the ordinary course of business consistent with Seller or any of its Affiliatespast practice; or (viixv) any other agreement Contract not made in the ordinary course of business that is material to the Company and involving payment over the Subsidiaries taken as a wholelife of such Contract in excess of $50,000. (bi) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party Each Material Contract is a valid and binding agreement of the Company except as limited by (A) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or a Subsidiary, as similar Applicable Laws affecting the case may beenforcement of creditors’ rights and (B) general rules of equity, and is in full force and effect, and neither (ii) none of the Company nor any Subsidiary isor, nor to the knowledge Knowledge of Seller is the Company, any other party thereto, is in default or breach in any material respect under the terms of any such agreementMaterial Contract and (iii) to the Knowledge of the Company, except no event or circumstance has occurred that, with notice or lapse of time or both, would constitute any event of default under any Material Contract. Complete and accurate copies of each Material Contract have been made available to Buyer. (c) Schedule 3.11(c) sets forth the names of each customer of the Company that represents greater than 1.0% of the revenues of the Company during the year ended December 31, 2010 and during the seven-months ended July 31, 2011. Since December 31, 2010, none of the customers listed in Schedule 3.11(c) has notified the Company in writing that it is canceling, materially reducing or otherwise terminating its business with the Company or that it intends to cancel, reduce or otherwise terminate its relationship with the Company. All agreements between the Company and each such customer set forth in Schedule 3.11(c) shall, for such defaults or breaches which would not reasonably all purposes pursuant to this Agreement, be expected deemed to have be a “Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.”

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case Section 3.14(a) of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any SubsidiaryDisclosure Letter sets forth, neither as of the Company nor any Subsidiarydate of this Agreement, to the best a true, correct and complete list of their knowledge, is a party to or bound by: (i) any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement Contract to which the Company or any Subsidiary of its Subsidiaries is a party or which binds or affects their respective properties or assets, and which falls within any of the following categories: (i) a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act); (ii) a Contract pursuant to which the Company or any of its Subsidiaries (A) has purchased or sold during the twelve (12) months prior to the date of this Agreement goods or services that involved payments by or to the Company and its Subsidiaries in excess of $500,000 during such period, in each case other than purchase orders entered into in the Ordinary Course, or (B) would reasonably be expected to (x) make or receive annual payments of more than $500,000 or (y) make or receive aggregate payments of more than $1,000,000; (iii) a Contract that is a valid license, royalty, covenant not to ▇▇▇ or similar Contract with respect to Intellectual Property (other than licenses for shrinkwrap, clickwrap, or other similar commercially available off-the-shelf software that has not been modified or customized by a third party for the Company or any of its Subsidiaries); (iv) a joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company in which the Company owns, directly or indirectly, any voting or economic interest of 10% or more, or any interest valued at more than $500,000, without regard to percentage voting or economic interest, other than any such Contract solely between the Company and binding agreement its wholly-owned Subsidiaries or among the Company’s wholly-owned Subsidiaries; (v) a mortgage, indenture, guarantee, loan, or credit agreement, security agreement, or other Contracts, in each case relating to indebtedness for borrowed money, whether as borrower or lender, in each case with an outstanding principal balance as of the date of this Agreement in excess of $500,000, other than (A) accounts receivable and accounts payable in the Ordinary Course and (B) intercompany loans owed by the Company or any direct or indirect wholly-owned Subsidiary of the Company to any other direct or indirect wholly-owned Subsidiary of the Company, or by any direct or indirect wholly-owned Subsidiary to the Company; (vi) a Contract that provides for the acquisition or disposition of any assets (other than acquisitions or dispositions of inventory in the Ordinary Course) or business or shares or capital stock or other equity interests of any Person (in each case, whether by merger, sale shares or of stock, sale of assets or otherwise), pursuant to which the Company or any of its Subsidiaries has any liability, including any potential indemnity or earn-out or other deferred or contingent payment obligations that remain outstanding; (vii) a Contract containing a covenant that materially limits the right of the Company or any of its Subsidiaries (or after the Effective Time, Parent or its Affiliates) to engage or compete in any line of business, solicit or hire any Person, or purchase, sell, supply or distribute any product or service, or that otherwise has the effect of restricting the Company or any of its Subsidiaries (or after the Effective Time, Parent or its Affiliates) from the development, manufacture, marketing or distribution of products or services in any geographic area; (viii) a SubsidiaryContract that grants any exclusivity rights or “most favored nation” status (including any that, after the Effective Time, would bind Parent or its Affiliates); (ix) a Contract with the Top Customers or Top Suppliers; (x) a Contract that grants any right of first refusal or right of first offer or that limits the ability of the Company or its Subsidiaries (or after the Effective Time, Parent or its Affiliates) to own, operate, sell, transfer, pledge or otherwise dispose of any material assets or business; (xi) a Contract containing a standstill or similar agreement pursuant to which one party has agreed not to acquire assets or securities of the other party or its Affiliates; (xii) a Contract that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries would reasonably likely be required to purchase or sell, as applicable, any equity interests of any Person or assets that have a fair market value or purchase price of more than $250,000; (xiii) a Contract between the case may beCompany or any of its Subsidiaries and any director or officer of the Company, any Person holding more than 5% of the capital stock of the Company, or their immediately family members; or (xiv) a Contract to which the Company or any of its Subsidiaries is a party, or by which any of them are bound, the ultimate contracting party of which is a Governmental Entity (including any subcontract with a prime contractor or other subcontractor who is a party to any such contract). Each Contract of the type described in this Section 3.14(a) whether or not set forth in Section 3.14(a) of the Company Disclosure Letter and whether or not entered into on or prior to the date of this Agreement, is referred to herein as a “Company Material Contract.” (b) A true, complete and correct copy of each Company Material Contract has been made available to Parent prior to the date hereof. Each Company Material Contract is valid, binding and in full force and effecteffect with respect to the Company and any of its Subsidiaries to the extent a party thereto and, to the Knowledge of the Company, each other party thereto. To the Knowledge of the Company, no Person is seeking to terminate or challenging the validity or enforceability of any Company Material Contract, except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any of the other parties thereto has violated any provision of, or committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of, and neither the Company nor any Subsidiary isof its Subsidiaries has received written notice that it has violated or defaulted under, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreementCompany Material Contract, except for such those violations and defaults (or breaches potential defaults) which have not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or a Chubb Securities Company Material Adverse Effect.,

Material Contracts. (a) Except Schedule 3.15(a) of the Contributor Disclosure Schedule lists the following Contracts of the Propane Group Entities as disclosed on Schedule 3.11of the Execution Date (such Contracts, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence tocollectively, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by:“Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contracts”): (i) any lease not made in Contract between any Propane Group Entity and ETP or any Affiliate of ETP (other than the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999Propane Group Entities); (ii) any Contract that contains any provision or covenant which materially restricts any Propane Group Entity or any Affiliate thereof from engaging in any lawful business activity or competing in any line of business or with any Person or in any geographic area or during any period of time after the Execution Date; (iii) any Contract that relates to the creation, incurrence, assumption, or guarantee of any Indebtedness by any Propane Group Entity with an aggregate principal amount exceeding $100,000; (iv) any Contract in respect of the formation of any partnership or joint venture or that otherwise relates to the joint ownership or operation of the assets owned by any of the Propane Group Entities; (v) any Contract that includes the acquisition or sale of assets (other than Contracts for Inventory entered into in the ordinary course of business) (A) with a value in excess of $250,000 or (B) pursuant to which any Propane Group Entity has continuing “earn-out” or similar obligations (in either case, whether by merger, sale of stock, sale of assets or otherwise); (vi) any Contract or commitment that involves a sharing of profits, losses, costs or liabilities by any Propane Group Entity with any other Person; (vii) any Contract that otherwise involves the annual payment or sale by or to any of the Propane Group Entities of more than $550,000 or 250,000 gallons of propane, respectively, and cannot be terminated by the Propane Group Entities on ninety (90) days’ or less notice without payment by the Propane Group Entities of any material penalty; (viii) all Contracts with independent contractors or consultants (or similar arrangements) to which any Propane Group Entity is a party involving annual payments in excess of $100,000 and that cannot be cancelled by such Propane Group Entity without penalty or further payment and without more than thirty (30) days’ notice; (ix) all Contracts with any Governmental Authority pursuant to which a Propane Group Entity has an obligation to sell propane in quantities that are in excess of 250,000 gallons; (x) any Contract involving annual payments in excess of $100,000 that contains most favored nations provisions or grants any exclusive rights, rights of first refusal, rights of first negotiation, participation or similar rights to any Person with respect to any assets or business opportunity of any Propane Group Entity; (xi) any lease of personal property under which any Propane Group Entity is lessee (A) providing for the payment by such Propane Group Entity of annual rent of $50,000 or more that cannot be terminated by such Propane Group Entity on less than ninety (90) days’ notice; (xii) any agreement for the purchase by any Propane Group Entity of materials, supplies, goods, services, equipment or other assets with a value in excess of $200,000 that cannot made be terminated by such Propane Group Entity on less than ninety (90) days’ notice with payment by such entity of a penalty not in the ordinary course excess of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (ivxiii) any material partnershipContract relating to the transportation, joint venture storage, sale or other similar agreement purchase of propane or arrangementthe products therefrom, or the provision of services related thereto (including any operation, operation servicing or maintenance Contract) in each case pursuant to which any Propane Group Entity receives annual revenues or makes annual payments in excess of $200,000; (vxiv) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of businesscollective bargaining agreement; (vixv) any material agreement Contract under which any Propane Group Entity is obligated to purchase or arrangement sell a specified volume of propane in excess of 250,000 gallons, including any requirements contracts, “take-or-pay” or “ship-or-pay” Contracts; (xvi) any Hedging Agreement; (xvii) all licenses of Intellectual Property (A) from a Propane Group Entity to any third party and (B) to a Propane Group Entity from any third party, in each case, (1) pursuant to which any Propane Group Entity receives annual revenues or makes annual payments in excess of $200,000 and (2) excluding licenses associated with Seller off-the-shelf software; and (xviii) any Contract between any of the Propane Group Entities and any officer, director or Affiliate of any of the Propane Group Entities (other than ETP and the ETP Entities) or any immediate family member of its Affiliates; or (vii) any other agreement not made in of the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholeforegoing. (b) Except for agreements which are disclosed as terminable set forth on Schedule 3.113.15(b) of the Contributor Disclosure Schedule, each agreement disclosed in any Schedule Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract has been made available to this Agreement to which the Company or any Subsidiary is a party Acquirer and (i) is a valid and binding agreement obligation of the Company or a Subsidiary, as the case may be, parties thereto and (ii) is in full force and effecteffect and enforceable in accordance with its terms against such Propane Group Entity and, and neither the Company nor any Subsidiary is, nor to the knowledge Knowledge of Seller is Contributor, the other parties thereto, except in each case, as enforcement may be limited by Creditors’ Rights. (c) None of the Propane Group Entities nor, to the Knowledge of the Contributor Parties, any other party theretoto any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract is in default thereof or breach, in any material respect, thereunder and no event has occurred that with the giving of notice or the passage of time or both would constitute a breach or default or breach in any material respect by such Propane Group Entity or, to the Knowledge of Contributor, any other party to any Propane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract, or would permit termination, modification or acceleration under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse EffectPropane ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Contract.

Material Contracts. Section 3.10 of the Innovate Schedule of Exceptions identifies the following Innovate Material Contracts, which have not been included in the Innovate SEC Reports, and which are in effect as of the date of this Agreement: (a) Except as disclosed on Schedule 3.11, the Innovate Leases and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by: (i) any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999Innovate Ancillary Lease Documents; (iib) any agreement Contract for the purchase of materials, supplies, goods, services, equipment or other assets not made for annual payments by Innovate or any of its Subsidiaries of, or pursuant to which in the ordinary course last year Innovate or any of business which individually does not exceed its Subsidiaries paid, in the aggregate, $250,000250,000 or more; (iiic) any agreement Contract for the sale of materials, supplies, goods, services, equipment or other assets, excluding Innovate Products, for annual payments to Innovate or any of its Subsidiaries of, or pursuant to which in the last year Innovate or any of its Subsidiaries received, in the aggregate, $150,000 or more; (d) any Contract that relates to any partnership, joint venture, strategic alliance or other similar Contract other than agreements entered into with third parties for the incorporation of Subsidiaries, copies of which have been provided to the Company; (e) any Contract relating to indebtedness Indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into for Contracts relating to Indebtedness in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000100,000 in the aggregate; (ivf) any material partnershipContract for the employment of any employee or engagement of any independent contractor (i) that provides for base salary in excess of $100,000 on an annual basis, joint venture or (ii) that provides for severance, retention bonus, change in control or similar types of Contracts, other than Contracts that provide for severance, retention bonus, change in control or similar agreement type Contracts at or arrangementbelow the amount of $100,000 per employee; (vg) all collective bargaining agreements or agreements with any material agencylabor organization, dealer, sales representative, marketing union or other similar agreement not made in the ordinary course of businessassociation to which Innovate is a party; (vih) any Contract which by its terms limits in any material agreement or arrangement with Seller respect (i) the localities in which all or any significant portion of the business and operations of Innovate or its Affiliates; Subsidiaries or , following the consummation of the Contemplated Transactions, the business and operations of Surviving Company, Innovate or any Affiliate of Innovate, is or would be conducted, or (viiii) any other agreement not made the scope of the business and operations of Innovate and its Subsidiaries, taken as a whole, in the ordinary course of business each case that is would be material to the Company Innovate and the its Subsidiaries taken as a whole.; (bi) Except any Contract with any officer, key employee or other employee of Innovate who develops or has developed any intellectual property of or for agreements Innovate, or Innovate Contingent Worker of any of Innovate or its Subsidiaries containing noncompetition, non-solicitation, nondisclosure, assignment of inventions or confidentiality provisions; (j) any Contract in respect of any Innovate Intellectual Property (including the distribution, licensing, marketing, advertising or sales thereof) that provides for annual payments of, or pursuant to which are disclosed in the last year Innovate or any of its Subsidiaries paid or received, in the aggregate, $250,000 or more; (k) any Contract with any healthcare professional or any employee of any healthcare professional, including, but not limited to, any Contract for advisory boards, pharmacy practice management, consulting services, electronic medical records or practice management that provides for annual payments of, or pursuant to which in the last year Innovate or any of its Subsidiaries paid, in the aggregate, $100,000 or more; (l) any Contract containing any royalty, dividend or similar arrangement based on the revenues or profits of Innovate or any of its Subsidiaries; (m) any Contract with any Governmental Authority; (n) any power of attorney, other than powers of attorney provided by Innovate and its Subsidiaries in the Ordinary Course of Business; (o) any agreement that gives rise to any material payment or benefit as terminable on Schedule 3.11, each agreement disclosed in any Schedule to a result of the performance of this Agreement or any of the other Contemplated Transactions; (p) any Contract with (i) an executive officer or director of Innovate or any of its Subsidiaries or any of such executive officer’s or director’s immediate family members or (ii) an owner of more than five percent (5%) of the voting power of the outstanding capital stock of Innovate or (iii) to the Knowledge of Innovate, any “related person” (within the meaning of Item 404 of Regulation S-K under the Securities Act) of any such officer, director or owner (other than Innovate or its Subsidiaries); (q) any Contract relating to the acquisition or disposition of any material interest in, or any material amount of, property or assets of Innovate or any of its Subsidiaries (whether by merger, stock sale, asset sale or otherwise) or for the grant to any Person of any preferential rights to purchase any of their assets, other than in the Ordinary Course of Business consistent with past practice; (r) any Contract containing any provisions requiring any of Innovate or its Subsidiaries to indemnify any other party, other than commercial Contracts entered into the Ordinary Course of Business consistent with past practices; (s) except to the extent a Contract is described in the clauses above, any Contract not entered into in the Ordinary Course of Business in excess of $500,000; or (t) any other agreement (or group of related agreements) the performance of which requires aggregate payments from Innovate or any of its Subsidiaries in excess of $500,000 or that is material to Innovate or its Subsidiaries. Innovate has delivered or made available to the Company accurate and complete (except for applicable redactions thereto) copies of all material written Innovate Contracts, including all amendments thereto. There are no Innovate Material Contracts that are not in written form. Neither Innovate nor any Subsidiary of Innovate has, nor to the Knowledge of Innovate, has any other party to an Innovate Material Contract (as defined below), breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the agreements, contracts or commitments to which the Company Innovate or any Subsidiary its Subsidiaries is a party or by which it is a valid and binding agreement bound of the Company type described in clauses (a) through (t) above or any Innovate Contract listed in Section 3.13(f) or Section 3.15 of the Innovate Schedule of Exceptions (any such agreement, contract or commitment, a Subsidiary“Innovate Material Contract”) in such manner as would permit any other party to cancel or terminate any such Innovate Material Contract, or would permit any other party to seek damages which would reasonably be expected to be material. As to Innovate and its Subsidiaries, as of the case may bedate of this Agreement, each Innovate Material Contract is valid, binding, enforceable and is in full force and effect, subject to: (i) Laws of general application relating to bankruptcy, insolvency and neither the Company nor any Subsidiary isrelief of debtors; and (ii) rules of Law governing specific performance, nor to the knowledge of Seller is any injunctive relief and other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effectequitable remedies.

Material Contracts. (a) Except Section 5.13(a) of the Arch Disclosure Letter sets forth a correct and complete list as disclosed on Schedule 3.11, and except, of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the case operation or conduct of Section 3.11(a)(i), (ii) and (vii), for any agreements the Arch Business that are terminable on not more than 60 days notice to be transferred to and without assumed by the payment JV Entities as of any penalty by, the Closing Date and to which Arch or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Affiliates is a party or to which any of the Arch Contributed Assets or bound by:the Arch Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, an “Arch Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Arch Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Arch Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Arch or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Arch Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Arch or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of its Affiliates of any material penalty; (vii) any Contract with a remaining term of more than one year from the date hereof that could require the JV Entities to purchase all (or a specified portion of) their total requirements of any product or service from a third party or that contains “take or pay” provisions and which (A) is expected to involve the payment of an amount in excess of $10,000,000 in the aggregate during the fiscal year ending December 31, 2019 or any future fiscal year and (B) may not be terminated (including such restrictive provisions) by Arch or its Affiliates on less than 90 days’ notice without payment by Arch or any of its Affiliates of any material penalty; (viii) any Contract relating to the disposition or acquisition by Arch or any of its Affiliates of any material business or any material amounts of assets (other than in the ordinary course of business) with obligations remaining to be performed or Liabilities continuing after the date hereof; (ix) any lease not made or agreement (including capital lease arrangements) under which Arch or any of its Affiliates is lessee of, or holds or operates, any Tangible Personal Property for which the annual rental costs exceed $10,000,000; (x) any coal supply agreement, or purchase order or commitment to sell or offer to sell coal, (A) with a remaining term of more than three years from the date hereof or (B) with remaining deliverable tonnage of (1) 10,000,000 tons from any mines located in Wyoming that are set forth on Schedule 1.1(a) or (2) 1,500,000 tons from any mines located in Colorado that are set forth on Schedule 1.1(a); (xi) any Contract involving swaps, futures, derivatives or similar instruments, regardless of value, except such Contracts entered into as a hedging activity in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999consistent with Arch’s past practice and internal policy guidelines; (iixii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business Contract pursuant to which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture a Governmental Authority is providing tax abatements or other similar agreement or arrangement;economic incentives in connection with the Arch Business; and (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (viixiii) any other agreement not made in the ordinary course of business Contract that is material to the Company and the Subsidiaries taken as a wholeArch Business. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, Arch and its Affiliates have duly performed and complied in all material respects with their respective obligations under each agreement disclosed in any Schedule to this Agreement to which the Company Arch Material Contract. None of Arch or any Subsidiary is a party is a valid and binding agreement of the Company its Affiliates has received any notice of termination or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is default from any other party theretoto such Arch Material Contract. To the Knowledge of Arch, no other party to such Arch Material Contract is in default or breach in any material respect under of its obligations thereunder. (c) Except as set forth on Section 5.13(c) of the terms Arch Disclosure Letter, Arch has made available to Peabody true and complete copies of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a each Arch Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (ai) Except for Contracts (including all amendments and modifications thereto) filed as disclosed on Schedule 3.11exhibits to the Company Reports as of the date of this Agreement, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty byBenefit Plan, or any other material consequence to, as set forth in Section 5.1(k)(i) of the Company or any SubsidiaryDisclosure Schedule, as of the date of this Agreement, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:by any Contract (a Contract described by clauses (A) through (M) of this Section 5.1(k)(i), including Contracts and all amendments and modifications thereto filed or required to be filed as exhibits to the Company Reports, being hereinafter referred to as a “Material Contract”): (iA) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act); (B) that contains any lease not made (x) noncompete or exclusivity provisions to which the Company or any of its Subsidiaries is subject that would, after the Effective Time, materially restrict the ability of Parent or any of its Subsidiaries (other than the Company or any of its Subsidiaries) to compete in any line of business or geographic area, (y) most favored customer pricing or any other similar pricing restrictions in favor of a customer of the Company or any of its Subsidiaries who, in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond ended December 31, 1999; 2021, was one of the ten (ii10) any agreement largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement orders entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000business); (ivC) any that provides for a material partnership, joint venture venture, collaboration or other similar agreement or material arrangement; (vD) that is (x) an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for or guaranteeing Indebtedness of any material agencyPerson in excess of $5 million except for any Contract solely among or between the Company and any of its wholly owned Subsidiaries or (y) hedging, dealerderivative, sales representative, marketing swaps or other similar agreement not made in the ordinary course of businessContract; (viE) that relates to the acquisition or disposition of any material Person, business, assets or real property (whether by merger, sale of stock, sale of assets or otherwise) and includes a minimum purchase, “earnout” or other contingent, deferred or fixed payment obligation of the Company and its Subsidiaries; (F) that is a Real Property Lease for a property with square footage in excess of 100,000 square feet; (G) that is a settlement agreement or arrangement with Seller that (x) requires payment by the Company or any of its Affiliates; orSubsidiaries after the date hereof in excess of $1 million or (y) imposes non-monetary obligations or restrictions on the Company or any of its Subsidiaries after the date of this Agreement which obligations or restrictions would apply to Parent or its Affiliates (including the Company and its Subsidiaries) following the Closing; (viiH) relating to the pending acquisition or disposition of any other agreement not made Person, business, assets or real property (whether by merger, sale of stock, sale of assets or otherwise) having an aggregate purchase price in excess of $25 million; (I) relating to (x) the ordinary course licensing of business Intellectual Property Rights by the Company (whether as licensee or licensor) that is material to the Company and the Subsidiaries its Subsidiaries, taken as a whole.whole or (y) the development of any material Intellectual Property Rights owned or used by the Company (in each case, excluding (1) non-exclusive licenses for unmodified, commercial off the shelf computer software, (2) non-exclusive licenses entered into in the ordinary course of business, and (3) agreements with employees or independent contractors on the Company’s standard form of agreement); (bJ) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in with any Schedule to this Agreement to which customer of the Company or any Subsidiary is of its Subsidiaries who, in the year ended December 31, 2021 was one of the ten (10) largest sources of revenues for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business); or (K) with any vendor of the Company or any of its Subsidiaries who, in the year ended December 31, 2021, was one of the ten (10) largest sources of payment obligations for the Company and its Subsidiaries, based on amounts paid or payable (excluding any purchase orders entered into in the ordinary course of business). (ii) The Company has made available to Parent prior to the date of this Agreement accurate and complete copies of all written Material Contracts required to be identified in Section 5.1(k)(i) of the Company Disclosure Schedule, including all amendments thereto, as in effect as of the date of this Agreement. (iii) As of the date of this Agreement, except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a party Material Adverse Effect, each Material Contract is a valid and binding agreement of the Company or a Subsidiaryany of its Subsidiaries party thereto, as enforceable against the case may beCompany or any of its Subsidiaries and, to the Knowledge of the Company, each other party thereto in accordance with its terms, and is in full force and effect, subject in each case to the Bankruptcy and Equity Exception (and subject to the termination or expiration of any such Material Contract after the date of this Agreement in accordance with its terms). Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any Subsidiary isof its Subsidiaries, nor and, to the knowledge Knowledge of Seller is any the Company, as of the date of this Agreement, no other party thereto, is (or with or without notice or lapse of time would be) in default or breach in any material respect under the terms of any such agreement, except for such Material Contract and no event has occurred (with respect to defaults or breaches which by any other party thereto, to the Knowledge of the Company, as of the date of this Agreement) that (with or without notice or lapse of time) will, or would not reasonably be expected to, (A) constitute such a violation or breach, (B) give any Person the right to have accelerate the maturity or performance of any Material Contract or (C) give any Person the right to cancel, terminate or modify in a manner adverse to the Company any Material Adverse Effect or a Chubb Securities Material Adverse EffectContract.

Material Contracts. (a) Except as disclosed on set forth in Section 4.20 of the Company Disclosure Schedule 3.11or as filed as an exhibit with any Company SEC Document, and except, in the case other than any Company Benefit Plan set forth on Section 4.17 of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any SubsidiaryDisclosure Schedules, neither the Company nor any Subsidiaryof its Subsidiaries is, to as of the best of their knowledgedate hereof, is a party to or bound by:by any loan or credit agreement, note, bond, mortgage, indenture, lease or other binding contract, agreement or commitment (each a “Contract”): (i) any lease not made in that has been or would be required to be filed as a “material contract” by the ordinary course Company pursuant to Item 601(b)(10) of business which involves payments Regulation S-K of more than $150,000 per year or extends beyond December 31, 1999the SEC; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment that establishes or other assets not made in the ordinary course of business which individually does not exceed $250,000governs a partnership or joint venture or similar arrangement; (iii) that is an indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other agreement providing for indebtedness of the Company or any agreement relating of its Subsidiaries in an amount in excess of $1,000,000; (iv) with a Top Customer or Top Supplier and under which the Company or any of its Subsidiaries has made or received payments in excess of $2,000,000 in the twelve months prior to indebtedness for borrowed money the date hereof or which is otherwise material to the deferred Company and its Subsidiaries, taken as a whole (other than purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement and sale orders entered into in the ordinary course of business consistent with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangementpast practice); (v) for the purchase or sale of any material agencyentity or assets after the date hereof in excess of $1,000,000 (other than customer or supplier Contracts, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of businessincluding contracts that relate to inventory); (vi) any material agreement or arrangement with Seller that is a collective bargaining agreement; (vii) under which the Company or any of its Affiliates; or Subsidiaries has made or received payments in excess of $1,000,000 since July 1, 2012 (vii) any other agreement not made than purchase and sale orders entered into in the ordinary course of business consistent with past practice); (viii) that provides for any obligation of the Company or any of its Subsidiaries to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of the Company of an amount in excess of $2,000,000 or any other Person of an amount in excess of $1,000,000; (ix) that is an outstanding power of attorney (other than powers of attorney granted with respect to foreign legal and tax matters or Intellectual Property related filings or which otherwise are not material to the Company and the Subsidiaries its Subsidiaries, taken as a whole); (x) that provides for an obligation or liability of the Company or any of its Subsidiaries (whether absolute, accrued, contingent or otherwise) as guarantor, surety, co-signer, endorser, co-maker, indemnitor or otherwise in respect of the obligation of any third party that could result in payments in excess of $1,000,000, other than obligations between the Company and any of its Subsidiaries (and between Company Subsidiaries); (xi) that restricts or prohibits in any material respect the ability of the Company or any Subsidiary of the Company to compete in any material line of business or in any geographic area, or that limits in any material respect the Persons to whom the Company can sell products or services; (xii) that requires the Company or any of its Subsidiaries to provide business, distribution or investment opportunities or pricing to any Person on an exclusive or most favored nation basis; (xiii) that is a hedge, collar, option, forward purchasing, option, swap, derivative or similar Contract; or (xiv) that is a Contract between the Company or any of its Subsidiaries on the one hand, and any of the Company’s stockholders (in their capacity as such) on the other hand. Each such Contract described in clauses (i)-(xiv) is referred to herein as a “Material Contract”. The Company has made available to Parent correct and complete copies of all Material Contracts. (b) Except for agreements breaches, violations or defaults which are disclosed as terminable on Schedule 3.11would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each agreement disclosed in any Schedule to this Agreement to which of the Company or any Subsidiary Material Contracts is a party is a valid and binding agreement on the Company and each of its Subsidiaries party thereto and, to the Company’s knowledge as of the date hereof, each other party thereto, enforceable, subject to the Enforceability Exceptions, against the Company or a Subsidiaryand each of its Subsidiaries party thereto in accordance with its terms, and to the Company’s knowledge as of the case may bedate hereof each other party thereto, and is in full force and effect, effect and (ii) neither the Company nor any Subsidiary isof its Subsidiaries, nor to the Company’s knowledge as of Seller is the date hereof any other party theretoto a Material Contract, is in violation of or default or breach in under any material respect under the terms provision of any Material Contract and no event has occurred that with the lapse of time or the giving of notice or both would constitute a violation of or default thereunder by the Company or any of its Subsidiaries. The Company or such agreementSubsidiary has performed all obligations required to be performed by it under each Material Contract and, to the knowledge of the Company as of the date hereof, each other party to each Material Contract has performed all obligations required to be performed by it under such Material Contract, except for such defaults in each case as, individually or breaches which in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect or a Chubb Securities Company Material Adverse Effect.

Material Contracts. (a) Except as for the Contracts disclosed on Schedule 3.11, and except, in SCHEDULE 3.12 (a) with respect to the case of Section 3.11(a)(iBusiness (other than the Excluded Assets), (ii) and (vii), for any agreements that are terminable on Pennzoil is not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by: (i) any lease not made in the ordinary course of business which involves payments personal property providing for annual rentals of more than $150,000 per year 100,000 or extends beyond December 31, 1999more; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course providing for either (A) annual payments by Pennzoil of business which individually does not exceed $250,000100,000 or more or (B) aggregate payments by Pennzoil of $500,000 or more; (iii) any agreement relating with reference to indebtedness all or a substantial portion of the output of a plant, a mine or other production facility or all or a substantial portion of all requirements of a customer of Pennzoil or of Pennzoil or to any other Person providing for borrowed money annual payments that exceed $1,000,000 or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed more or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000extending beyond two years; (iv) any material sales, distribution or other similar agreement providing for the sale by Pennzoil of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to Pennzoil of $100,000 or more or (B) aggregate payments to Pennzoil of $500,000 or more; (v) any partnership, tax partnership, joint venture or other similar agreement or arrangement; (vvi) any material option agreement, license agreement, franchise, or agreement in respect of similar rights granted or held by Pennzoil; (vii) any agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course providing for annual payments of business$100,000 or more; (viviii) any material agreement that limits the freedom of Pennzoil to compete in any aspect of the sulphur business or arrangement with Seller any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of its Affiliatesor encumber any Purchased Asset or which would so limit the freedom of FRP after the Closing Date; (ix) any agreement (other than an Excluded Asset) with or for the benefit of any Affiliate of Pennzoil; (x) any labor union contract; (xi) any agreement (other than an Excluded Asset) with respect to property, casualty or other forms of insurance; or (viixii) any other agreement agreement, commitment, arrangement or plan not made in the ordinary course of business that which is material to the Company and Business (other than the Subsidiaries Excluded Assets) taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement Each Contract disclosed in any Schedule schedule to this Agreement or required to which the Company or any Subsidiary is a party be disclosed pursuant to this Section 3.12 is a valid and binding agreement of the Company or a Subsidiary, as the case may be, Pennzoil and is in full force and effect, and neither the Company nor any Subsidiary isPennzoil nor, nor to the knowledge of Seller is Pennzoil, any other party thereto, thereto is in default or breach in any material respect under the terms of any such agreementContract, except nor, to the knowledge of Pennzoil, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. True and complete copies of each such contract have been delivered to FRP. (c) Pennzoil's net per ton cost of transportation for such defaults or breaches which would sulphur (excluding rail car costs) from the ▇▇▇▇▇▇▇▇▇ Facility under its agreement with the Santa Fe Railway Company currently does not reasonably be expected exceed $20.00 per ton. This freight cost is subject to have a Material Adverse Effect or a Chubb Securities Material Adverse Effectannual escalation and is subject to adjustment when the Tampa price exceeds $92.00 per ton.

Material Contracts. (a) Except Schedule 3.12 of the Seller Disclosure Letter sets forth a list of each of the following Contracts to which, as disclosed on Schedule 3.11, and except, in of the case date of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence tothis Agreement, the Company or any Subsidiaryof its Subsidiaries, neither the Company nor any Subsidiary, to the best of their knowledgeif any, is a party to or bound by:(each, a “Company Material Contract”): (i) each Contract (A) not to (or otherwise restricting or limiting the ability of the Company or any lease not made of its Subsidiaries, if any, to) compete in the ordinary course any line of business which involves payments or geographic area or (B) to restrict the ability of more than $150,000 per year the Company or extends beyond December 31any of its Subsidiaries, 1999if any, to conduct business in any geographic area; (ii) each Contract (other than any agreement for Company Benefit Plan) that is reasonably likely to require, during the purchase remaining term of materialssuch Contract, supplies, goods, services, equipment annual payments by the Company or other assets not made in the ordinary course any of business which individually does not its Subsidiaries that exceed $250,000; (iii) all Contracts granting to any Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (iv) all material Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment (other than agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms); (v) all partnership, joint venture or other similar agreements or arrangements; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (or a series of related agreements) with an aggregate outstanding principal amount not exceeding $1,000,000; (vii) any agreement for the disposition or acquisition by the Company or any of its Subsidiaries, if any, with material obligations of the Company or any of its Subsidiaries, if any, (other than confidentiality obligations) remaining to be performed or material Liabilities of the Company or any of its Subsidiaries, if any, continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (viii) any agreement with (A) the top 10 customers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, and (B) the top 10 suppliers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, in each case, for the 2022 fiscal year measured by the aggregate obligations paid or agreed to pay to or by the Company, as applicable; (ix) any agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations that are required by applicable Law; (x) any Contract for the development of Intellectual Property, other than those entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000;Company employees and contractors on the Company’s standard form for such Contracts; and (ivxi) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and extent not set forth in Schedule 3.12(a) of the Subsidiaries taken as a wholeSeller Disclosure Letter pursuant to another subsection of this Section 3.12(a), all material agreements with any Governmental Authority. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, A true and complete copy of each agreement disclosed in Company Material Contract (including any Schedule amendments thereto) entered into prior to the date of this Agreement has been made available to which Buyer prior to the date of this Agreement. Each Company or any Subsidiary is a party Material Contract is a valid and binding agreement of the Company or a its applicable Subsidiary, as except where the case may befailure to be valid and binding would not, and is individually or in full force and effectthe aggregate, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Company Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company or such Subsidiary nor, to the Knowledge of the Company, any other party thereto, is in breach of or default under any such Company Material Contract, (ii) as of the date of this Agreement, there are no material disputes in connection with any such Company Material Contract and (iii) as of the date of this Agreement, no party under any Company Material Contract has given written notice of its intent to terminate or otherwise seek a material amendment to such Company Material Contract.

Material Contracts. (a) Except as for agreements, contracts, plans, leases, arrangements or commitments disclosed on in Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, 3.11 or any other material consequence toschedule to this Agreement, as of the Company or any Subsidiary, date of this Agreement neither the Company nor any Subsidiary, to the best of their knowledge, Subsidiary is a party to or bound bysubject to: (i) any lease not made providing for annual rentals of $150,000 or more; (ii) any contract relating to indebtedness for borrowed money or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), except contracts relating to indebtedness incurred in the ordinary course of business which involves payments of more than in an amount not exceeding $150,000 per year or extends beyond December 31, 1999250,000; (iiiii) any agreement contract for the purchase of materials, supplies, goods, services, equipment or other assets not made in providing for annual payments by the ordinary course Company or any Subsidiary of business which individually does not exceed $250,000200,000 or more; (iiiiv) any sales, distribution or other similar agreement providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets providing for annual payments to the Company or any Subsidiary of $200,000 or more; (v) any agency, dealer, sales representative or other similar agreement of $250,000 or more; (vi) any employment agreement providing for annual payments or severance pay or post-employment liabilities or obligations of $150,000 or more; (vii) any consulting agreement providing for annual payments of $150,000 or more; (viii) any partnership, joint venture or other similar contract, arrangement or agreement; (ix) any license agreement, franchise agreement or agreement in respect of similar rights granted to the Company or any Subsidiary providing for annual payments of $500,000 or more; (x) any license agreement, franchise agreement or agreement in respect of similar rights held by the Company or any Subsidiary providing for annual payments of $400,000 or more; (xi) any contract or other document that limits the freedom of the Company or any Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Company or any Subsidiary after the Closing Date; (xii) any agreement relating to indebtedness for borrowed money of indemnification or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement guaranty other than customer agreements entered into in the ordinary course of business consistent with an aggregate outstanding principal amount not exceeding $25,000past practices; (ivxiii) any material partnershipmortgages, joint venture indentures, loans or credit agreements, security agreements or other similar agreement agreements or arrangement; (v) any material agencyinstruments relating to the borrowing of money or extension of credit, dealer, sales representative, marketing or other similar agreement not made than extensions of trade credit on customary terms in customer agreements entered into in the ordinary course of businessbusiness consistent with past practices; (vixiv) any material agreement relating to the disposition or arrangement with Seller acquisition of assets or any interest in any business enterprise outside the ordinary course of its Affiliatesbusiness consistent with past practices; (xv) any collective bargaining agreements; or (viixvi) any other agreement contract or commitment not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, set forth in the case Section 4.5(a) of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any SubsidiaryDisclosure Schedule, as of the date hereof neither the Company nor any Subsidiary, to of its Subsidiaries has entered into or is bound by any of the best following types of their knowledge, is Contracts (each a party to or bound by:“Material Contract”): (i) any lease not made in Contracts with any Affiliate of the ordinary course of business which involves payments of more than $150,000 per year Company or extends beyond December 31, 1999its Subsidiaries; (ii) any agreement Contracts relating to any Indebtedness; (iii) any Contracts under which the Company or any of its Subsidiaries has made or is obligated to make, directly or indirectly, any capital contribution to, or other investment in, any Person in any amount; (iv) any Contracts prohibiting or restricting the ability of the Company or any of its Subsidiaries to conduct business in any geographical area, to solicit clients or to compete with any Person; (v) any Contracts that provide for earn-outs or other similar contingent obligations to be paid by the Company or any of its Subsidiaries; (vi) any Contracts for the Company’s or any Subsidiary’s purchase of materials, supplies, goods, products or services, equipment or other assets not made involving annual payments in the ordinary course excess of business which individually does not exceed $250,000100,000 in any year; (iiivii) any agreement joint venture, strategic alliance, partnership or similar Contract involving a sharing of profits or expenses or payments based on revenues or profits of the Company or any of its Subsidiaries; (viii) any reinsurance Contracts (each a “Reinsurance Agreement”) and any trust agreements, letters of credit or other Contracts relating to indebtedness for borrowed money collateral or security provided in connection with any Reinsurance Agreement; (ix) any investment management, custody or similar Contracts specifically relating to the deferred purchase price assets of property the Company and its Subsidiaries; (x) any Contract with any Governmental Authority; (xi) any Contract under which (A) the Company or any of its Subsidiaries is granted rights by others in either case, whether incurred, assumed, guaranteed any Intellectual Property (other than (x) commercial off-the-shelf software with an aggregate annual cost of less than $25,000 or secured by (y) agreements with the Company’s or any asset), except any such agreement of its Subsidiary’s employees or contractors entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000business) or (B) the Company or any of its Subsidiaries has granted rights to others in Intellectual Property (other than customer agreements entered into in the ordinary course of business); (ivxii) any material partnershipContracts between or among the Company or any Subsidiary and a third party, including joint venture and several undertakings and/or guarantees for the benefit of a third party, pursuant to which the Company or other similar agreement any Subsidiary has guaranteed or arrangementmay otherwise be primarily or secondarily liable in respect to any obligation or liability owed to or for the benefit of a third party; (vxiii) any Contracts between the Company or any Subsidiary, on the one hand, and any Company Shareholder or any Affiliate of any Company Shareholder (other than the Company or any of its Subsidiaries) or any officer or director of the Company or any Subsidiary, on the other hand; (xiv) indemnification agreements, undertakings and obligations of the type described at Section 6.11(a); (xv) (i) any Contract with any third party administrator and any Contract pursuant to which the Company or any of its Subsidiaries provides services to a third party and (ii) any Contract with any other service provider that involves annual service fees in excess of $100,000; (xvi) any Contract (or series of related Contracts) providing for the acquisition or disposition of any material agencylines of business, dealerbusiness enterprise or material assets of or by the Company or any of its Subsidiaries; (xvii) Contracts relating to any Proceeding or settlement agreement to which the Company or any of its Subsidiaries is a party, sales representative, marketing or other similar agreement not made than claim related settlements within policy limits entered into in the ordinary course of business; (vixviii) any material agreement management, consulting, independent contractor, employment, severance, bonus or arrangement with Seller or any of its Affiliates; orsimilar agreement; (viixix) any other agreement not made Contract (excluding any Reinsurance Agreement) that involves annual payments in the ordinary course excess of business $100,000 that is material not terminable on notice of ninety (90) or fewer calendar days without penalty or premium; (xx) any real property lease, sublease or similar Contract; (xxi) any Contract that contains any “change of control” or similar term or provision that may be triggered, breached or violated by the Company’s entering into this Agreement and consummating the Transactions; and (xxii) each Contract entered into prior to the date hereof that is required to be filed by the Company and the Subsidiaries taken as a whole“material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act. (b) Except for agreements which are disclosed as terminable on Schedule 3.11Each Material Contract is valid, each agreement disclosed binding and in any Schedule to this Agreement to which full force and effect, and is enforceable against the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiaryits Subsidiaries, as the case may be, and, to the Knowledge of the Company, each other party thereto in accordance with its terms, except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and is general principles of equity, regardless of whether considered in full force and effect, and neither a proceeding in equity or at law. Each of the Company nor any Subsidiary is, nor and its Subsidiaries has duly performed all of its obligations under each such Material Contract to the knowledge extent that such obligations have accrued. There are no existing defaults (or circumstances, occurrences, events or acts that, with the giving of Seller is notice or lapse of time or both that would reasonably be expected to become defaults) of the Company or its Subsidiaries or any other party thereto, in default or breach in under any material respect under Material Contract. The Company has made available to Buyer prior to the terms date hereof complete copies of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a all Material Adverse Effect or a Chubb Securities Material Adverse EffectContracts.

Material Contracts. (a) Except as disclosed on Schedule 3.11Section 5.14(a) of the Company Disclosure Letter lists each of the following Contracts, and exceptwhether written or oral, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, to which the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party or by which it is bound as of the date of this Agreement (each such Contract listed or required to or bound by:be so listed, a “Company Material Contract”): (i) any lease not made in Contract or series of related Contracts (other than the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (iiEmployee Plans) any agreement for the purchase purchase, receipt, lease or use of materials, supplies, goods, services, equipment or other assets not made involving payments by or to the Company or any of its Subsidiaries of more than $100,000 on an annual basis or $250,000 in the ordinary course of business which individually does not exceed $250,000aggregate; (ii) any material sales agency, sales representation, distributorship or franchise agreement; (iii) any agreement relating Contract or series of related Contracts (other than any Contract with respect to indebtedness for borrowed money Leased Real Property) involving payments by or to the Company or any of its Subsidiaries of more than $100,000 on an annual basis or $250,000 in the aggregate that requires the consent of or notice to a third party in the event of or with respect to the Offer, the Merger or the deferred purchase other transactions contemplated hereby, including in order to avoid a breach or termination of, a loss of benefit under, or triggering a price adjustment, right of property (in either caserenegotiation or other remedy under, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000agreement; (iv) any material partnershipContract for Indebtedness, joint venture whether as borrower, lender or other similar agreement or arrangementguarantor, in a principal amount greater than $50,000; (v) any Contract restricting the payment of dividends on Company Capital Stock or the repurchase of Company Capital Stock by the Company; (vi) any collective bargaining agreements; (vii) any material agencyjoint venture, dealerprofit sharing, sales representative, marketing partnership agreements or other similar agreement agreements; (viii) any Contracts or series of related Contracts relating to the acquisition or disposition of any business or of all or substantially all the securities or assets of any Person (in each case, whether by merger, sale of stock, sale of assets or otherwise); (ix) any Contract with a Governmental Authority; (x) all leases or subleases for real property involving annual expense in excess of $50,000 and not made cancelable by the Company (without premium or penalty) within 12 months (each, a “Material Real Property Lease”); (xi) all leases or subleases for personal property involving annual expense in excess of $100,000 and not cancelable by the Company (without premium or penalty) within 12 months; (xii) all Contracts granting any license to Intellectual Property (other than trade and service marks by the Company or any of its Subsidiaries) having an aggregate value per license, or involving payments to the Company or any of its Subsidiaries, of more than $100,000 on an annual basis; (xiii) any Contract that (A) limits the freedom of the Company or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any geographic area or which would so limit the freedom of Parent, the Company or any of their respective Affiliates after the Effective Time or (B) contains exclusivity, “most favored nation,” “rights of first refusal,” “rights of first negotiation” or similar obligations or restrictions that are binding on the Company or any of its Subsidiaries or that would be binding on Parent or its Affiliates after the Effective Time; (xiv) all agreements by the Company or any of its Subsidiaries not to acquire assets or securities of a third party (including standstill agreements); (xv) any material Contract (including Material Real Property Leases, but excluding other Real Property Leases) providing for the indemnification by the Company or any of its Subsidiaries of any Person, other than in the ordinary course of business; (vixvi) any material agreement Contracts (other than the Employee Plans) or arrangement other transactions (other than the Employee Plans) with Seller any (A) executive officer or director of the Company or any of its AffiliatesSubsidiaries, (B) record or beneficial owner of five percent or more of the voting securities of Company, or (C) affiliate (as such term is defined in Rule 12b-2 promulgated under the ▇▇▇▇ ▇▇▇) or “associates” (or members of any of their “immediate family”) (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any such officer, director or beneficial owner; orand (viixvii) any other agreement not made in the ordinary course of business that is material Contract required to be filed by the Company and pursuant to Item 601(b)(10) of Regulation S-K of the Subsidiaries taken as SEC or disclosed by the Company on a whole.Current Report on Form 8-K. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule The Company has prior to the date of this Agreement made available to which Parent complete and accurate copies of each Company Material Contract listed, or required to be listed, in Section 5.14(a) of the Company Disclosure Letter (including all amendments, modifications, extensions and renewals thereto and waivers thereunder). Each of the Company Material Contracts is valid and binding on the Company or any Subsidiary is a party is a valid its Subsidiaries, as applicable, and binding agreement to the knowledge of the Company or a SubsidiaryCompany, as the case may beeach other party thereto, and is in full force and effecteffect in accordance with its terms (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and neither the Company nor any Subsidiary issubject to applicable bankruptcy, nor to the knowledge insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreementequity), except for such defaults or breaches which where the failure to be in full force and effect has not had and would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect on the Company, and no notice to terminate, in whole or part, any of the same has been served (nor has there been any indication in writing delivered to the Company that any such notice of termination will be served). Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any Company Material Contract is in default or breach under the terms of any Company Material Contract except for such instances of default or breach that would not be reasonably likely to have, individually or in the aggregate, a Chubb Securities Material Adverse EffectEffect on the Company.

Material Contracts. (a) Except as disclosed on Schedule 3.11As of the date hereof, and except, in the case none of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by: (i) any lease not made in the ordinary course (whether of business which involves payments real or personal property) providing for annual rentals of more than $150,000 per year 100,000 or extends beyond December 31, 1999more; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in providing for either (A) annual payments by the ordinary course Company and its Subsidiaries of business which individually does not exceed $250,000100,000 or more or (B) aggregate payments by the Company and its Subsidiaries of $250,000 or more; (iii) any license, sales, rental, distribution or other similar agreement providing for the license, sale, rental or distribution by the Company or any of its Subsidiaries of technology, materials, supplies, goods, services, equipment or other assets that expressly provides for (or would reasonably be expected to result in) either annual payments to the Company or any of its Subsidiaries of $100,000 or more or aggregate payments to the Company or any of its Subsidiaries of $250,000 or more; (iv) any agreement for the purchase or license of technology, materials, supplies, goods, services, equipment or other tangible or intangible assets that provides for (or would reasonably be expected to result in) either annual payments by the Company or any of its Subsidiaries of $100,000 or more or aggregate payments by the Company or any of its Subsidiaries of $250,000 or more; (v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000100,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty; (ivvii) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement; (viii) any consulting, services, development or collaboration agreement not made or other agreement for development, commercialization, marketing or sales of products and services for the Company or any of its Subsidiaries, including joint ventures; (ix) any agreement that limits the freedom of the Company or any of its Subsidiaries to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Surviving Corporation, Parent or any of Parent’s Affiliates after the Closing Date; (x) any agreement providing for indemnification by the Company or any of its Subsidiaries, or in favor of the Company or any of its Subsidiaries, other than indemnification provisions arising in the ordinary course of businessbusiness and consistent with past practices, including without limitation in purchase orders, customer agreements or indemnities of lessors (other than any Affiliate) under any leases; (vixi) any material agreement containing a “most favored nation” or arrangement similar provision or providing for minimum purchase or sale obligations; (xii) any agreement with Seller (A) any Stockholder or any of its Affiliates, (B) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of any Stockholder or any of its Affiliates, (C) any Person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote by any Stockholder or any of its Affiliates or (D) any director or officer of any Stockholder or any of its Affiliates or any “associates” or members of the “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the ▇▇▇▇ ▇▇▇) of any such director or officer; (xiii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, Company Securities or debt instruments, or any undertaking, promise or other obligation, written or oral, of the Company or any of its Subsidiaries to issue any Company Securities or Company Subsidiary Securities; (xiv) any shareholders agreement or similar agreement with or among the Stockholders, including any agreement that provides for preemptive rights or imposes any limitation or restriction on Company Stock, including any restriction on the right of a Stockholder to vote, sell or otherwise dispose of such Company Stock; or (viixv) any other agreement agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company and the Subsidiaries its Subsidiaries, taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.

Material Contracts. (a) Except for this Agreement, the Ensco Benefit Plans, agreements with customers for the provision of drilling and related services, agreements filed as disclosed exhibits to the Ensco SEC Documents or as set forth on Schedule 3.11, and except, in the case applicable subsection of Section 3.11(a)(i)4.19(a) of the Ensco Disclosure Schedule, (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without as of the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarydate hereof, neither the Company Ensco nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by: (i) any lease not made “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999SEC); (ii) any agreement for Contract that (A) imposes any restriction on the purchase right or ability of materials, supplies, goods, services, equipment Ensco or any of its Subsidiaries to compete with any other assets not made person or in any geographic area or acquire or dispose of the ordinary course securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business which individually does not exceed $250,000of Ensco and its Subsidiaries in a material manner; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement relating to or instrument evidencing indebtedness for borrowed money or the deferred purchase price any guarantee of property (such indebtedness of Ensco or any of its Subsidiaries in either case, whether incurred, assumed, guaranteed or secured by any asset)an amount in excess of $50.0 million, except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000transaction among Ensco and its wholly owned Subsidiaries or among Ensco’s wholly owned Subsidiaries; (iv) any material partnershipexecutory Contract that provides for the acquisition or disposition of assets, joint venture rights or other similar agreement properties with a value in excess of $50.0 million, except any transaction among Ensco and its wholly owned Subsidiaries or arrangementamong Ensco’s wholly owned Subsidiaries; (v) any material agencyjoint venture, dealer, sales representative, marketing partnership or limited liability company agreement or other similar agreement not made in Contract relating to the ordinary course formation, creation, operation, management or control of businessany material joint venture, partnership or limited liability company, other than any such Contract solely between Ensco and its Subsidiaries or among Ensco’s Subsidiaries; (vi) any material agreement Contract expressly limiting or arrangement with Seller restricting the ability of Ensco or any of its Affiliates; or (vii) any Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiaryequity interests, as the case may be; (vii) any Contract that obligates Ensco or any of its Subsidiaries to make any loans, and advances or capital contributions to, or investments in, any person other than any loan or capital contribution to, or investment in, (A) Ensco or one of its Subsidiaries or (B) any person (other than an officer, director or employee of Ensco or any of its Subsidiaries) that is less than $50.0 million to such person; (viii) any Contract that by its terms calls for aggregate payments by or to Ensco or any of its Subsidiaries of more than $50.0 million in full force and effect, and neither the Company nor any Subsidiary is, nor to aggregate over the knowledge remaining term of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreementContract, except for (A) Contracts with a customer and (B) any such defaults Contract that may be cancelled by Ensco or breaches any of its Subsidiaries with a penalty or other liability of less than $10.0 million to Ensco or any of its Subsidiaries, upon notice of 60 days or less; (ix) any Contract that involves, or is reasonably expected in the future to involve, annual revenues of $50.0 million; (x) any Contract providing for drilling unit construction, repair, modification, life extension, overhaul or conversion for an amount in excess of $50.0 million; (xi) any Contract with a customer with a remaining duration of greater than 180 days, including fixed price customer options; (xii) any Contract that includes any affiliate of Ensco as a counterparty or third party beneficiary and that would be required to be disclosed under Item 404 of Regulation S-K of the SEC; (xiii) any Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations, that could reasonably be expected to result in payments after the date hereof by Ensco or any of its Subsidiaries in excess of $50.0 million; (xiv) any lease or sublease with respect to an Ensco Leased Real Property with remaining payments in excess of $10.0 million; and (xv) any Contract the loss or breach of which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities an Ensco Material Adverse Effect.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence tothis Agreement, the Company or any SubsidiaryBenefit Plans, agreements filed as exhibits to the Company SEC Documents and except as set forth on Section 3.20 of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by: (i) any lease not made “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999SEC); (ii) any agreement for Contract that (A) imposes any restriction on the purchase right or ability of materialsthe Company or any of its Subsidiaries to compete with any other person or acquire or dispose of the securities of another person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of the Company or any of its Subsidiaries in a material manner, supplies, goods, services, equipment or other assets not made than those contained in the ordinary course of business which individually does not exceed $250,000customary oil and gas leases; (iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement relating to or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness of the deferred purchase price Company or any of property (its Subsidiaries in either case, whether incurred, assumed, guaranteed or secured by any asset)an amount in excess of $50 million, except any such agreement entered into in transaction among the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries; (iv) any material partnershipContract that provides for the acquisition or disposition of assets, joint venture rights or other similar agreement or arrangementproperties with a value in excess of $100 million; (v) any material agencyjoint venture, dealer, sales representative, marketing partnership or limited liability company agreement or other similar agreement not made in Contract relating to the ordinary course formation, creation, operation, management or control of businessany joint venture, partnership or limited liability company, other than any such Contract solely between the Company and its Subsidiaries or among the Company’s Subsidiaries and any customary joint operating agreements, unit agreements or participation agreements affecting the Oil and Gas Interests; (vi) any material agreement Contract expressly limiting or arrangement with Seller restricting the ability of the Company or any of its Affiliates; or (vii) any Subsidiaries to make distributions or declare or pay dividends in respect of their capital stock, partnership interests, membership interests or other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiaryequity interests, as the case may be, and is in full force and effect, and neither ; (vii) any Contract that obligates the Company nor or any Subsidiary isof its Subsidiaries to make any loans, nor advances or capital contributions to, or investments in, any person other than (A) advances for expenses required under customary joint operating agreements and customary advances to operators of Oil and Gas Interests not covered by a joint operating agreement or participation agreement or (B) any loan or capital contribution to, or investment in, (1) the knowledge Company or one of Seller its wholly owned Subsidiaries, (2) any person (other than an officer, director or employee of the Company or any of its Subsidiaries) that is less than $100 million to such person or (3) any officer, director or employee of the Company or any of its Subsidiaries that is less than $5 million to such person; (viii) any Contract providing for the sale by the Company or any of its Subsidiaries of Hydrocarbons that (A) has a remaining term of greater than 60 days or (B) contains a “take-or-pay” clause or any similar material prepayment or forward sale arrangement or obligation (excluding “gas balancing” arrangements associated with customary joint operating agreements) to deliver Hydrocarbons at some future time without then or thereafter receiving full payment therefor; (ix) any Contract that provides for a call or option on production, or acreage dedication to a gathering, transportation or other party theretoarrangement downstream of the wellhead, covering in default or breach in excess of 15,000 barrels of oil equivalent per day of Hydrocarbons (calculated on a yearly average basis); (x) any material respect under the terms of any such joint development agreement, except for such defaults exploration agreement, participation or breaches which program agreement or similar agreement that contractually requires the Company and its Subsidiaries to make expenditures that would not reasonably be expected to be in excess of $200 million in the aggregate during the 12-month period following the date of this Agreement; (xi) any acquisition Contract that contains “earn out” or other contingent payment obligations, or remaining indemnity or similar obligations (other than asset retirement obligations, plugging and abandonment obligations and other reserves of the Company set forth in the Company Reserve Reports and the GOM Reserve Reports that have been provided to Parent prior to the date of this Agreement), that could reasonably be expected to result in payments after the date hereof by the Company or any of its Subsidiaries in excess of $100 million; and (xii) any material lease or sublease with respect to a Material Adverse Effect or a Chubb Securities Material Adverse EffectCompany Leased Real Property.

Material Contracts. Seller has made available to Buyer for inspection true and complete copies of all Material Agreements. Schedule 2.10 of the Disclosure Letter sets forth a list of each of the following contracts to which any Transferred Company or its Assets are bound as of the date of this Agreement (excluding insurance policies, it being understood and agreed that from and after the Closing, the Transferred Companies shall cease to be insured under such policies) (collectively, the “Material Agreements”): (a) Except as disclosed on Schedule 3.11any Contract pursuant to which Indebtedness of the Transferred Company has been incurred, other than Seller’s group wide debt facilities under which the Transferred Companies will have no obligations following the Closing; (b) any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the Assets or businesses of other Persons (other than accounts payable constituting current liabilities); (c) any Contract containing (x) non-competition covenants or (y) other covenants restricting the current or future development, manufacture, marketing or distribution of the products and exceptservices of any Transferred Company (other than, in the case of Section 3.11(a)(iclause (y), (ii) confidentiality, employment, management, consulting and (vii), for any other similar agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by: (i) any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course Ordinary Course of business with an aggregate outstanding principal amount Business and those contained in license, distribution, toll manufacturing and similar agreements, in each case which are not exceeding $25,000material); (ivd) any material partnershiplease, joint venture sublease or similar Contract with any Person (other similar agreement than a Transferred Company) under which any Transferred Company is a lessor or arrangementsublessor of, or otherwise grants any interest to any Person (other than a Transferred Company) in any Owned Property or any Leased Property; (ve) lease, sublease or similar Contract with any Person (other than a Transferred Company) under which (A) any material agencyTransferred Company is lessee or sublessee of, dealeror holds or uses, sales representativeany machinery, marketing equipment, vehicle or other similar agreement not made in the ordinary course of business; tangible personal property owned by any Person or (viB) any material agreement Transferred Company is a lessor or arrangement with Seller sublessor of, or makes available for use by any of its Affiliates; or (vii) Person, any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11tangible personal property owned or leased by any Transferred Company, each agreement disclosed in any Schedule to this Agreement to such case which the Company has an aggregate future liability or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiaryreceivable, as the case may be, in excess of U.S. $50,000; (f) (A) continuing Contract for the future purchase of materials, supplies or equipment, or (B) management, service, consulting or other similar Contract in any such case which has an aggregate future liability to any Person (other than a Transferred Company) in excess of U.S. $50,000 and which is not terminable by the relevant Transferred Company on 180 days (or less) notice; (g) Contract under which any Transferred Company has made any advance, loan, extension of credit or capital contribution to, or other investment in, any Person (other than a Transferred Company and other than extensions of trade credit in the Ordinary Course of Business); (h) Contract granting a Lien upon any Intellectual Property or any other material Asset of any Transferred Company (other than a Permitted Lien); (i) Contract entered into outside the Ordinary Course of Business providing for indemnification of any Person with respect to material Liabilities relating to any current or former business of any Transferred Company or any predecessor Person; (j) Contract for the sale of any material Asset of any Transferred Company (other than inventory sales in the Ordinary Course of Business) or the grant of any preferential rights to purchase any such material Asset; (k) hedging agreement (such as a currency exchange, interest rate exchange, commodity exchange or similar Contract) that will be binding on a Transferred Company after the Closing; (l) Contract for any joint venture, partnership or similar arrangement; (m) Contract pursuant to which a Transferred Company is the licensee or licensor of material Intellectual Property or otherwise granted any right, title or interest in, to or under any material Intellectual Property; and (n) Contract providing for the services of any dealer, distributor, sales representative, franchisee or similar representative involving the payment or receipt over the life of such Contract following the Closing in excess of U.S. $50,000 by any Transferred Company. Neither any Transferred Company nor, to the Knowledge of Seller, any other party to any Material Agreement is in full force and effectmaterial breach or default of or under any such Material Agreement, and neither the Company nor any Subsidiary is, nor to the knowledge Seller’s Knowledge no event has occurred that with the lapse of Seller is time or the giving of notice, or both, would constitute a material breach or default of any other party thereto. Each Material Agreement is in all material respects a valid and binding obligation of each of the parties thereto and are enforceable against such parties in accordance with its terms, in default except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or breach similar Laws affecting creditors’ rights generally. The execution, delivery and performance by Seller of this Agreement and the Ancillary Agreements to be executed and delivered by Seller or any of its Affiliates, and the consummation of the transactions contemplated hereby and thereby by Seller and its Affiliates, do not and will not, in any material respect, conflict with, result in the modification or cancellation of, render unenforceable, or give rise to any right of termination in respect under of (with due notice or lapse of time or both) any Material Agreement. As of the terms date of this Agreement, no party to any of the Material Agreements has exercised any termination rights with respect thereto, and to the Knowledge of Seller no party has given notice of any such agreementmaterial dispute with respect to any Material Agreements. Seller has made available to Buyer true, except for such defaults correct and complete copies of all of the Material Agreements, together with all amendments, modifications or breaches which would supplements thereto. The Transferred Companies are not reasonably be expected party to have any Contract (other than this Agreement, Benefit Plans, Contracts relating to employment or termination of employment and Contracts that will not remain in effect following the Closing) with (A) any Rockwood Seller or any Affiliate of any Rockwood Seller (other than a Material Adverse Effect Transferred Company) or a Chubb Securities Material Adverse Effect(B) any current or former officer, employee or director of any Transferred Company, any Rockwood Seller or any Affiliate of any Rockwood Seller.

Material Contracts. (a) Except for this Agreement or as disclosed set forth on Schedule 3.11, and except, in the case Section 3.09(a) of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any SubsidiaryDisclosure Schedule, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound byby any Contract whether written or oral: (i) with any current Key Personnel; (ii) with any labor union or association representing any employee of the Company or any of its Subsidiaries and any collective bargaining agreement; (iii) that is a “material contract” (as such term is defined in Item 601(b) (10) of Regulation S-K of the SEC not otherwise listed on the Company Disclosure Schedule); (iv) that is a partnership or joint-venture agreement; (v) relating to the borrowing of money (including any guarantee thereto) or that is a mortgage, security agreement, capital lease not made or similar agreements, in each case in excess of $100,000 or that creates a Lien on any material asset of the Company or any of its Subsidiaries; (vi) that limits or purports to limit the ability of the Company or any of its Affiliates to compete or engage in any line of business, in any geographic area or with any person, except for certain radius restrictions or use restrictions that may be contained in deeds, leases or similar agreements for individual restaurant locations that were granted in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999consistent with past practice; (iivii) any agreement for the purchase license or sublicense of materials, supplies, goods, services, equipment any Intellectual Property or other intangible asset (whether as a licensor or a licensee), that provides for payment of $25,000 or more per year; (viii) constituting a franchise agreement or a franchise related development agreement; (ix) relating to the sale of any of the assets not made or properties of the Company or any of its Subsidiaries other than in the ordinary course of business which individually does not exceed $250,000; (iii) or for the grant to any agreement relating person of any options, rights of first refusal, or preferential or similar rights to indebtedness for borrowed money purchase any of such assets or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset)properties, except any such agreement for rights of repurchase or recapture rights or rights of first refusal that may be contained in deeds, leases, or similar agreements for individual restaurant locations that were granted pursuant to, or in connection with, real estate Contracts entered into by the Company in the ordinary course of business consistent with an aggregate outstanding principal amount not exceeding $25,000past practice; (ivx) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in relating to the ordinary course of business; (vi) any material agreement or arrangement with Seller acquisition by the Company or any of its Affiliates; orSubsidiaries of any operating business or the capital stock of any other person; (viixi) requiring the payment to any other agreement not made person of a commission or fee, except in the ordinary course of business consistent with past practices; (xii) with suppliers of any goods and services that is material provides for payment of $100,000 or more per year; (xiii) relating to restaurant services, management, or similar agreement with total payments by the Company or any of its Subsidiaries in excess of $100,000 per year; (xiv) in the case of a Company Benefit Plan, that provides any benefits which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xv) that are insurance policies providing for indemnification of any officer or director of the Company or any of its Subsidiaries, other than the Company Articles, Company Bylaws and other organizational documents, as currently in effect, of the Company and each of its Subsidiaries; (xvi) that is an advertising or a marketing contract other than media contracts purchased in the ordinary course of business or that provides for payments in excess of $25,000 per year; (xvii) that constitutes a Tip Rate Alternative Commitment Agreement (“TRAC Agreement”) with the Internal Revenue Service; (xviii) other than those types of Contracts listed in clauses (i) to (xvii) above, those that involve payments by the Company or any of its Subsidiaries taken in excess of $25,000 per year, in each case that are not terminable without premium or penalty on 90 days’ or less notice; and (xix) that would prevent, materially delay or materially impede the consummation of any of the transactions contemplated by this Agreement. All Contracts of the types described in this Section 3.09 shall be collectively referred to herein as a wholethe “Material Contracts.” (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement Section 3.09(a) of the Company Disclosure Schedule sets forth a list of all Material Contracts as of the date of this Agreement, except that with respect to current and former agreements and arrangements with wholesalers or a Subsidiarydistributors covered by subsections 3.09(a)(vi), as (viii) and (xviii), Material Contracts have been listed in Section 3.09(a) of the case may be, Company Disclosure Schedule and true and complete copies of all such written agreements have been delivered or made available to Parent and Merger Sub for all wholesalers and distributors that purchased alcoholic beverages from the Company and its Subsidiaries during 2007 or 2008 and all such other Material Contracts known to the Company after good faith effort to identify the same. Each such Material Contract is valid and in full force and effecteffect and enforceable in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and neither remedies of creditors generally and to general principles of equity (regardless of whether considered in a proceeding in equity or at law). Neither the Company nor any Subsidiary isof its Subsidiaries, nor nor, to the knowledge Company’s Knowledge, any counterparty to any Material Contract, has violated or is alleged to have violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of Seller is any other party theretotime or both, in would constitute a default or breach in any material respect under the terms provisions of any such agreementMaterial Contract, except in each case for such those violations and defaults which, individually or breaches which in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect Effect. True and complete copies of all written Material Contracts have been delivered or a Chubb Securities Material Adverse Effectmade available to Parent and Merger Sub, except as provided for herein. (c) Section 3.09(c) of the Company Disclosure Schedule sets forth the true and correct amounts of Earn Out Payments (as defined in the PBC Asset Purchase Agreement) paid by the Company or its Subsidiaries in each of calendar years 2004, 2005, 2006 and 2007 under the Asset Purchase Agreement (the “PBC Asset Purchase Agreement”), dated January 26, 2004, by and between Portland Brewing Company and the Company. Based on current production projections and reasonable forecasts of the Company, neither the Company nor any of its Subsidiaries will be obligated to pay any Earn Out Payments for Earn Out Product (as defined in the PBC Asset Purchase Agreement) sold during the calendar year 2008.

Material Contracts. (a) Except as disclosed on Schedule 3.11for agreements, and exceptcontracts, plans, leases, arrangements or commitments set forth in Section 3.11 of the case of Section 3.11(a)(i)Seller Disclosure Schedule, (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without with respect to the payment of any penalty by, or any other material consequence to, the Company or any SubsidiaryBusiness, neither the Company Seller nor any Subsidiary, to the best of their knowledge, predecessor is a party to or bound bysubject to: (i) any Any lease not made in the ordinary course providing for annual rentals of business which involves payments of more than $150,000 per year 1,000 or extends beyond December 31, 1999more; (ii) any agreement Any contract for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course providing for annual payments of business which individually does not exceed $250,0001,000 or more; (iii) any Any sales, distribution or other similar agreement providing for the sale of materials, supplies, goods, services, equipment or other assets that provides for annual payments of $1,000 or more; (iv) Any partnership, joint venture or other similar contract or arrangement; (v) Any contract relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into contracts relating to indebtedness incurred in the ordinary course of business with in an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business1,000; (vi) any material Any license agreement, franchise agreement or arrangement with agreement in respect of similar rights granted to or held by Seller or any predecessor; (vii) Any agency, dealer, reseller, sales representative or similar agreement; (viii) Any agreement, contract or commitment that substantially limits the freedom of its AffiliatesSeller or any predecessor to compete in any line of business or with any Person or in any area or to own, operate, sell, transfer, pledge or otherwise dispose of or encumber any Purchased Asset or which would so limit the freedom of Buyer after the Closing Date; (ix) Any agreement, contract or commitment which is or relates to an agreement with or for the benefit of any affiliate of Seller; or (viix) any Any other agreement contract or commitment not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholeBusiness. (b) Except for Seller has provided or otherwise made available to Buyer complete and accurate copies of all standard form agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which used by the Company Seller or any Subsidiary is predecessor that relate to the Purchased Assets, including all customer agreements, development agreements, distributor or reseller agreements, employee agreements containing intellectual property assignments or licenses or confidentiality provisions, consulting or independent contractor agreements containing intellectual property assignments or licenses or confidentiality provisions, and confidentiality or nondisclosure agreements. Schedule 3.11 of the Seller Disclosure Schedule sets forth a party complete and accurate list of all Contracts entered into by the Seller or any predecessor that include deviations from such standard form agreements. (c) Each agreement, contract, plan, lease, arrangement and commitment required to be disclosed on Section 3.11 of the Seller Disclosure Schedule is a valid and binding agreement of the Company or a Subsidiary, as the case may be, Seller and is in full force and effect, and neither the Company Seller nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, thereto is in default or breach in any material respect under the terms of any such agreement, except for contract, plan, lease, arrangement or commitment, nor to the knowledge of Seller, has any event or circumstance occurred that, with notice or lapse of time or both, would constitute any event of default thereunder. Except as set forth on Section 3.11 of the Seller Disclosure Schedule, Seller and its predecessors have performed all obligations required to be performed by it under each Contract prior to the Closing. (d) Except as set forth on Section 3.11 of the Seller Disclosure Schedule, (i) the consummation of the transactions contemplated hereby will not afford any other party the right to terminate, modify, or exercise any right to increased or accelerated performance under, any Contract and (ii) none of the Contracts (A) contains a provision preventing, prohibiting or requiring any consent or notice in connection with the transfer or assignment of such defaults Contract to Buyer or breaches which would not reasonably be expected to have (B) contains a Material Adverse Effect “change of control” or a Chubb Securities Material Adverse Effectsimilar provision triggered by the consummation of the transactions contemplated hereby.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in Section 2.11(a) of the case Company Disclosure Letter identifies each of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, Contracts to which the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:as of the Agreement Date and, that meets the following criteria (each, a “Company Material Contract”): (i) any lease not made Contract that would reasonably be expected to require payments by or to the Company or its Subsidiaries in excess of $1,000,000 annually after the ordinary course date hereof (other than offer letters or service agreements related to the Company’s service providers that are terminable “at will” or for convenience without the payment of business which involves payments of more than $150,000 per year severance or extends beyond December 31, 1999notice pay or other material obligations); (ii) any agreement Lease that provides for the purchase of materialsownership of, suppliesleasing of, goodstitle to, servicesuse of, equipment or any leasehold or other assets not made interest in the ordinary course any real or personal property that involves aggregate payments in excess of business which individually does not exceed $250,000250,000 in any calendar year; (iii) any agreement relating Contract pursuant to indebtedness for borrowed money which (a) the Company or its Subsidiaries has licensed from a third-party Intellectual Property that is incorporated into the deferred purchase price of property (in either caseCompany Products or is otherwise material to the Company and its Subsidiaries, whether incurredtaken as a whole, assumed, guaranteed other than non-exclusive licenses to generally commercially available software or secured by any asset), except any such agreement entered into other Intellectual Property in the ordinary course Ordinary Course of business Business that have an ongoing cost of $500,000 or less per annum, or (b) the Company or any of its Subsidiaries grants to any Person a license, covenant not to sue, or any other right with an aggregate outstanding principal amount not exceeding $25,000respect to Company IP and which is material to the Company and its Subsidiaries, taken as a whole, other than non-exclusive licenses in the Ordinary Course of Business to (x) customers incidental to the use of Company Products or (y) service providers solely for the provision of services to the Company and its Subsidiaries; (iv) any material partnershipContract for the acquisition or disposition of any Person or any business unit or assets thereof in the last five years, joint venture or under which the Company or Subsidiary has any continuing obligation with respect to an “earn-out”, contingent purchase price or other similar agreement contingent or arrangementdeferred payment; (v) any material agency, dealer, sales representative, marketing Contract for the settlement or conciliation of any Proceeding or other similar agreement not made in dispute with a third party (i) the ordinary course performance of businesswhich would involve any payments after the Agreement Date or (ii) that imposes any material, non-monetary obligations on the Company or any of its Subsidiaries (or the Surviving Corporation after the Closing); (vi) any material Contract that (A) contains any non-competition, exclusivity or other agreement that materially limits the ability of the Company or arrangement with Seller any its affiliates (or Parent or any of its Subsidiaries after the Closing) to compete in any line of business, in any geographic area or with any person, other than non-solicitation provisions, (B) requires or, upon the occurrence of any event or condition enumerated in the Contract would require, the disposition of any material assets or line of business of the Company or its affiliates or, after the Closing, Parent or its affiliates or (C) grants “most favored nation” status with respect to any material obligations that, after the Closing, would apply to Parent or any of its affiliates, including the Company and its Subsidiaries, and would run in favor of any Person (other than the Company and its Subsidiaries, or Parent and its Affiliates; or); (vii) any Contract that contains (A) a right of first refusal, right of first negotiation, right of first offer or similar rights, or (B) put, calls or similar rights, in each case, in favor of a party other than the Company or its Subsidiaries; (viii) any Contract that creates any legal partnership, joint venture or similar entity or other similar agreement not made in the ordinary course or arrangement with respect to any material business of business that is material to the Company and the its Subsidiaries (taken as a whole), other than Contracts solely among the Company and/or its Subsidiaries; (ix) any Contract that is an indenture, credit agreement, loan agreement, security agreement, participation agreement, repurchase agreement, guarantee, note, mortgage, repurchase or other agreement providing for, or guaranteeing, indebtedness of the Company or any of its Subsidiaries, other than Contracts solely among the Company and/or its Subsidiaries; (x) any Contract that is an interest rate, equity or other swap or derivative instrument; (xi) any Contract that obligates the Company to file a registration statement under the Securities Act which filing has not yet been made; (xii) any Contract that limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect of their capital stock, partner interests, membership interests or other equity interests; (xiii) any Contract providing for indemnification of any officer or director of (A) the Company or (B) any of the Company’s Subsidiaries; (xiv) any confidentiality agreement or standstill agreement the Company has entered into with any third party (or any agent thereof) containing any exclusivity or standstill provisions that are or will be binding on the Company, any of its affiliates or, after the Closing, Parent or any of its affiliates; or (xv) any Contract that would be required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC. (b) Except for agreements which are disclosed as terminable would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, and subject, as to enforceability, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles, (i) each Company Material Contract is valid and binding on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any the applicable Subsidiary is a party is a valid and binding agreement of the Company or a SubsidiaryCompany, as the case may beapplicable, and is in full force and effect, and neither except to the extent it has previously expired in accordance with its terms, (ii) the Company nor and each of its Subsidiaries have performed all obligations required to be performed by it to date under each such Company Material Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach or a default on the part of the Company or any Subsidiary isof its Subsidiaries under any such Company Material Contract or give any other party to any such Company Material Contract the right to terminate or cancel such Company Material Contract. A copy of each Company Material Contract has previously been made available to Parent. (c) As of the Agreement Date, nor to the knowledge of Seller is the Company, there has not been, nor has the Company or any other party theretoof its Subsidiaries received notice of, in default or breach in any material respect under the terms violation of any such agreementCompany Material Contract by any of the other parties thereto that would, except for such defaults individually or breaches which would not in the aggregate, reasonably be expected to have a Material Adverse Effect or a Chubb Securities Company Material Adverse Effect.

Material Contracts. (a) Except All Contracts, including amendments thereto, required to be filed as disclosed on Schedule 3.11an exhibit to any report of Parent filed pursuant to the Exchange Act of the type described in Item 601(b)(10) of Regulation S-K under the Exchange Act have been so filed as of the date hereof, and exceptno such Contract has been amended or modified (or further amended or modified, as applicable) since the date such Contract or amendment was filed. (b) Other than the Contracts described in clause (a) above which were filed in an unredacted form, Section 4.11(b) of the case Parent Disclosure Schedule sets forth a complete and accurate list of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, Contracts to which Parent or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or bound by:that fall within the following categories and existing as of the date hereof (collectively, the “Parent Material Contracts”): (i) any lease not made in Contract for the ordinary course purchase or sale of business which involves services, equipment or other assets (other than relating to Oil and Gas Properties) that either (1) provides for annual payments by Parent and/or its Subsidiaries of $500,000 or more; or (2) gives rise to anticipated receipts of more than $150,000 per year or extends beyond December 31500,000 in any calendar year, 1999in each case that cannot be terminated on not more than 90 days’ notice without payment by the Parent and/or its Subsidiaries of any material penalty; (ii) any agreement for the purchase of materialsmaterial partnership, supplies, goods, services, equipment joint venture or other assets not made in the ordinary course of business which individually does not exceed $250,000similar agreement or arrangement; (iii) any agreement Contract relating to indebtedness for borrowed money the acquisition or disposition of any material business (whether by merger, sale of stock, sale of assets or otherwise) pursuant to which Parent has material ongoing obligations entered into within the deferred purchase price of property three years prior to the date hereof; (iv) any Contract as obligor or guarantor relating to Indebtedness (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement500,000; (v) any Contract containing any area of mutual interest, joint bidding area, joint acquisition area, or non-compete or similar type of provision that materially restricts the ability of Parent or any of Parent’s Subsidiaries (including the Company and the Company’s Subsidiaries following the Closing) to (A) compete in any line of business or geographic area or with any Person during any period of time after the Closing or (B) make, sell or distribute any products or services, or use, transfer or distribute, or enforce any of their rights with respect to, any of their material agency, dealer, sales representative, marketing assets or other similar agreement not made in the ordinary course of businessproperties; (vi) any Contract to sell, lease, farmout, exchange or otherwise dispose of all or any part of the Oil and Gas Properties of Parent and its Subsidiaries; (vii) each Contract for the sale, purchase, exchange or other disposition of Hydrocarbons produced from the Oil and Gas Leases or ▇▇▇▇▇ of Parent and its Subsidiaries; (viii) each Contract that contains any drilling commitments; (ix) each Contract for any material agreement or arrangement with Seller Derivative Transaction of Parent or any of its Affiliates; orSubsidiaries; (viix) any joint development agreement, exploration agreement, participation, farmout, farmin or program agreement or similar Contract (or series of related Contracts) requiring Parent or any Subsidiary to make expenditures that would reasonably be expected to be in excess of (A) $1,500,000 in any calendar year or (B) $3,000,000 during the term thereof, other agreement not made in the ordinary course of business that is material to the Company than customary joint operating agreements and the Subsidiaries taken as a whole.continuous development obligations under Oil and Gas Leases; (bxi) Except any Contract that provides for agreements a “take-or-pay” clause or any similar prepayment obligation, acreage dedication, minimum volume commitments or capacity reservation fees to a gathering, transportation or other arrangement downstream of the wellhead, that cover, guaranty or commit volumes in excess of 5,000 barrels of oil equivalent of Hydrocarbons of Parent and its Subsidiaries per day over a period of one month (calculated on a yearly average basis) and for a term greater than 10 years, except for any Contracts that are terminable without penalty within 90 days; (xii) each Contract that contains any standstill, “most favored nation” or most favored customer provision, preferential right or rights of first or last offer, negotiation or refusal or any similar requirement or right in favor of any third party, in each case other than those contained in (A) any agreement in which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which such provision is solely for the benefit of the Company or any Subsidiary is of its Subsidiaries, (B) customary royalty pricing provisions in Oil and Gas Leases or (C) customary preferential rights in joint operating agreements or unit agreements affecting the business or the Oil and Gas Properties of the Company or any of its Subsidiaries; and (xiii) any Contract that constitutes a party seismic, data or geophysical license, agreement or permit. (c) Each Parent Material Contract is a valid and binding agreement of the Company Parent or a Subsidiary, as the case may beone of its Subsidiaries, and is in full force and effect, and neither the Company nor none of Parent, any Subsidiary isof Parent or, nor to the knowledge of Seller is Parent’s knowledge, any other party thereto, is in default or breach in any material respect under the terms of any such agreementParent Material Contract, except for any such defaults or breaches which would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or a Chubb Securities Parent Material Adverse Effect.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case None of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, Subsidiary is a party to or bound byobligated under: (ia) any lease not made contract which obligates the Company or the Company Subsidiary for any payments in excess of 250,000 RMB, in the ordinary course aggregate, and which is not terminable by the Company or the Company Subsidiary without additional payment or penalty within ninety (90) days of business which involves payments delivery of more than $150,000 per year or extends beyond December 31, 1999notice of such termination; (iib) any agreement for contract which restricts the purchase of materials, supplies, goods, services, equipment Company or other assets not made the Company Subsidiary from engaging in the ordinary course any line of business which individually does not exceed $250,000or competing with any Person in any geographic region; (iiic) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either casepartnership, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnershiplimited liability company agreement, joint venture or other similar agreement or arrangementarrangement relating to the formation, creation, operation, management or control of any partnership or joint venture which is not a wholly-owned subsidiary of the Company; (vd) any material agencycontract (other than with the Company Subsidiary) under which Indebtedness in excess of 250,000 RMB is outstanding or pursuant to which any property or asset of the Company or the Company Subsidiary having a book value of more than 250,000 RMB is mortgaged, dealer, sales representative, marketing pledged or other similar agreement not made in otherwise subject to an Encumbrance or any contract restricting the ordinary course incurrence of businessIndebtedness or the incurrence of Encumbrances or restricting the payment of dividends; (vie) any material agreement contract entered into within three (3) years prior to the date hereof for the acquisition or arrangement with Seller disposition, directly or indirectly (by merger or otherwise), of assets or capital stock or other equity interests of another Person for aggregate consideration in excess of 250,000 RMB and any term sheets or letters of intent in effect and not expired as of the date hereof, whether or not binding, relating to any of its Affiliates; orthe foregoing in this clause (e); (viif) other than contracts for ordinary repair and maintenance, any contract relating to the development or construction of, or additions or expansions to, the Leased Real Properties, under which the Company or the Company Subsidiary has, or expects to incur, an obligation in excess of 250,000 RMB in the aggregate that has not been satisfied as of the date hereof; (g) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement contract to which the Company or the Company Subsidiary has continuing indemnification obligations or potential liability under any Subsidiary is a party is a valid and binding agreement purchase price adjustment that, in each case, could reasonably be expected to result in future payments of the Company or such Company Subsidiary of more than 250,000 RMB or any contract relating to the settlement or proposed settlement of any Legal Action, which involves the issuance of equity securities or payment of an amount, in any such case, having a value of more than 250,000 RMB; (h) any contract for the employment of, or receipt of any services from, any director, officer or other employee on a full-time, part-time, consulting or other basis providing annual case compensation from the Company or any Subsidiary in excess of 250,000 RMB; (i) any contract which relates to any Intellectual Property; (j) any contract (other than contracts referenced in clause (a) through (i) of this Section 5.15) which by its terms call for payments by the Company and the Company Subsidiary in excess of 250,000 RMB in the aggregate; (k) any contract with any current officer or director of the Company or the Company Subsidiary or any other Affiliates of the Company or the Company Subsidiary, as including any CZH Transferor and any CZH Holder; or (l) any contract that requires a consent to or otherwise contains a provision relating to a “change of control’, or any contract that would prohibit or delay the case may beconsummation of the transactions contemplated by this Agreement, and is in full force and effector that would trigger, and neither give rise to, accelerate or augment any liabilities or terminate or modify any rights of the Company nor any or the Company Subsidiary isas a result of the consummation of the transactions contemplated hereby (the contracts described in clause (a) through (k) of this Section 5.15 and Lease Documents together with all exhibits and schedules thereto collectively, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a “Material Adverse Effect or a Chubb Securities Material Adverse EffectContracts”).

Material Contracts. (a) Except Section 3.20(a) of the Company Disclosure Letter sets forth, as disclosed on Schedule 3.11of the date of this Agreement, a correct and exceptcomplete list of each of the following types of Contracts to which the Company, in any Company Sharing Company (to the case extent applicable) or any of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty bytheir respective Subsidiaries is a party, or by which any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, respective properties or assets is a party to or bound bybound: (i) each Contract that, (A) limits or restricts the Company, any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller Company Sharing Company or any of its Affiliates; or (vii) their Subsidiaries from competing in any other agreement not made in the ordinary course line of business or with any Person in any geographic region, (B) contains exclusivity obligations or restrictions binding on the Company, any Company Sharing Company or any of their respective Subsidiaries, (C) requires the Company, any Sharing Company or any of their respective Subsidiaries to conduct any business on a “most favored nations” basis with any third party or (D) provides for rights of first refusal or offer or any similar requirement or right in favor of any third party in respect of a Minority Investment Entity, in each case, that is material to the Company and the Subsidiaries its Subsidiaries, taken as a whole; (ii) each Contract that is a joint venture, partnership, limited liability company or similar agreement that is material to the Company and its Subsidiaries, taken as a whole; (iii) each Contract that is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to indebtedness for borrowed money in an amount in excess of $10 million individually; (iv) each Contract with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries) with a fair value in excess of $5 million; (v) each Contract that is an acquisition agreement or a divestiture agreement or agreement for the sale, lease or license of any business or properties or assets of or by the Company (by merger, purchase or sale of assets or stock) entered into since December 31, 2014 or pursuant to which (A) the Company has any outstanding obligation to pay after the date of this Agreement consideration in excess of $5 million or (B) any other Person has the right to acquire any assets of the Company or any of its Subsidiaries after the date of this Agreement with a fair market value or purchase price of more than $5 million, excluding, in each case, (x) any Contract relating to Program Rights and (y) acquisitions or dispositions of supplies, inventory or products in connection with the conduct of the Company’s and its Subsidiaries’ business or of supplies, inventory, products, equipment, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries; (vi) each Contract pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or similar obligations that could result in payments in excess of $5 million; in the aggregate (vii) any Contract relating to Program Rights under which it would reasonably be expected that the Company and its Subsidiaries would make annual payments in excess of $5 million per year; (viii) any network affiliation Contract or similar Contract; (ix) any Contract relating to cable or satellite transmission or retransmission with MVPDs that reported more than 50,000 paid subscribers to the Company, any Company Sharing Company or any of their respective Subsidiaries for March 2017 with respect to either (A) the Company’s WGN America cable service or (B) at least one Company Station; (x) any Contract that is a Sharing Agreement and any related option agreement (other than those among the Company and its Subsidiaries); (xi) any Contract that is a channel sharing agreement with a third party or parties with respect to the sharing of spectrum for the operation of two or more separately owned television stations; (xii) [reserved]; (xiii) any material Contract with a Governmental Authority (other than as disclosed on Section 3.12 of the Company Disclosure Letter); (xiv) any material collective bargaining agreement or other material Contract with any labor organization; (xv) any Contract not terminable at will by the Company or its Subsidiary for the employment of any executive officer or individual employee at the vice president level or above on a full-time, part-time or consulting basis with base compensation in excess of $350,000; (xvi) any Contract (other than those for Program Rights) pursuant to which the Company or any of its Subsidiaries has sold or traded commercial air time in consideration for property or services with a value in excess of $500,000 in lieu of or in addition to cash; (xvii) each Contract that is required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; and (xviii) any Contract not otherwise disclosed in Section 3.20 of the Company Disclosure Letter (other than those for Program Rights) under which as of December 31, 2016, it was reasonably expected that the Company and its Subsidiaries would receive or make payments of $3 million or more during calendar year 2017, except for those Contracts that can be cancelled by any party thereto without cause on less than 90 days’ notice. Each Contract of the type described in clauses (i) through (xviii) is referred to herein as a “Company Material Contract”. (b) Except for agreements which are disclosed any Company Material Contract that has terminated or expired in accordance with its terms and except as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may behas not had, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse Effect or a Chubb Securities Company Material Adverse Effect, each Company Material Contract is valid and binding and in full force and effect and, to the Knowledge of the Company, enforceable against the other party or parties thereto in accordance with its terms, subject to the Enforceability Exceptions. Except for breaches, violations or defaults which have not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Company Material Contract, is in violation of or in default under any provision of such Company Material Contract. True and complete copies of the Company Material Contracts and any material amendments thereto have been made available to Parent prior to the date of this Agreement.

Material Contracts. (a) Except as disclosed on in Schedule 3.113.10, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on ILDC is not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by: (i) any lease not made (whether of real or personal property), other than leases which in the ordinary course of business which involves aggregate provide for annual payments of more less than $150,000 per year or extends beyond December 31, 1999; 50,000; (ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made that will continue in effect after the Closing other than such agreements which in the ordinary course aggregate provide for payments of less than $50,000; (iii)any sales, distribution or other similar agreements providing for the sale by ILDC or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that will continue in effect after the Closing involving payments in the aggregate in excess of $25,000; (iv) any partnership, joint venture or other similar agreement or arrangement; (v) any agreement relating to the acquisition or disposition of any business which individually does not exceed $250,000; (iiiwhether by merger, sale of stock, sale of assets or otherwise); (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (vii)any license, except any such franchise or similar agreement entered into other than licenses, franchises or agreements which in the ordinary course aggregate provide for payments of business with an aggregate outstanding principal amount not exceeding less than $25,000; 50,000; (ivviii) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreements that will continue in effect after the Closing involving payments in excess of $25,000; (ix) any agreement not made that limits the freedom of ILDC or any of its Subsidiaries to compete in any line of business or with any Person or in any area or which would so limit the ordinary course freedom of business; ILDC or any of its Subsidiaries after the Closing Date; (vix) any material agreement or arrangement with Seller with: (A) any Stockholder or any of its Affiliates; or , (viiB) any other agreement not made in the ordinary course Person 5% or more of business that is material whose outstanding voting securities are directly or indirectly owned, controlled or held with power to the Company and the Subsidiaries taken as a whole. vote by ILDC, or (bC) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company director or officer of ILDC or any Subsidiary is a party is a valid and binding agreement of its Affiliates or any "associates" or members of the Company or a Subsidiary, "immediate family" (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms ▇▇▇▇ ▇▇▇) of any such agreement, except for such defaults director or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.officer; or

Material Contracts. (a) Except as disclosed on Schedule 3.115.12(a) sets forth a list of each of the following Contracts (each, and excepta “Material Contract” and, in collectively, the case of Section 3.11(a)(i), (ii“Material Contracts”) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, to which the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to or by which any of them is bound by(excluding any Contract which constitutes a Lease or a Company Benefit Plan) and which: (i) (x) involves aggregate consideration payable to the Company or any lease not made of its Subsidiaries in excess of $750,000 per year, (y) involves aggregate consideration payable by the ordinary course Company or any of business which involves payments its Subsidiaries in excess of more than $150,000 750,000 per year or extends beyond December 31(z) requires performance by any party more than one year from the date hereof, 1999which, in each case, cannot be cancelled by the Company or the applicable Subsidiary without material penalty upon less than one hundred eighty (180) days’ notice; (ii) relates to the sale of the Company’s or any agreement for the purchase of materialsits Subsidiaries’ material assets, supplies, goods, services, equipment or other assets not made than sales in the ordinary course Ordinary Course of business Business, having a fair market value in excess of $500,000, and which individually does not exceed $250,000contains any material outstanding obligations of the Company or any of its Subsidiaries with respect to an “earn out,” contingent purchase price, or similar contingent payment obligation or material indemnification obligation; (iii) relates to the acquisition by the Company or any agreement relating of its Subsidiaries of any business, a material amount of stock or assets of any other Person (whether by merger, sale of stock, sale of assets or otherwise) having a fair market value in excess of $500,000, and which contains any material outstanding obligations of the Company or any of its Subsidiaries with respect to indebtedness for borrowed money an “earn out,” contingent purchase price, or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed similar contingent payment obligation or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000material indemnification obligation; (iv) relates to Indebtedness incurred or provided by the Company or any material partnershipof its Subsidiaries, joint venture or other similar agreement or arrangementincluding any hedging contracts; (v) (A) limits in any material agencyrespect the freedom of the Company or any of its Subsidiaries or their respective Affiliates (or, dealerafter the Closing, sales representative, marketing or other similar agreement not made Parent and its Affiliates) to engage in the ordinary course any line of business, acquire any entity or compete with any Person or in any market or geographical area, (B) contains exclusivity obligations or similar restrictions binding on and material to the Company or any of its Subsidiaries or any of their respective Affiliates (or, after the Closing, Parent and its Affiliates) or that would be binding on Parent or any of its Affiliates (or, after the Closing, Parent and its Affiliates), (C) grants a most-favored nation status to any Person, in a manner that is, or would reasonably be expected to be, material to the Company and its Subsidiaries or (D) otherwise materially restricts the ability of the Company or any of its Subsidiaries (or, after the Closing, Parent and its Affiliates) to solicit or hire any person or solicit business from any Person; (vi) any material constitutes a partnership or joint venture agreement or arrangement with Seller teaming agreement or other similar agreement involving a sharing of profits, losses, costs or liabilities of the Company or any of its AffiliatesSubsidiaries with any other Person; (vii) involves any resolution or settlement of any actual or threatened Proceeding against or involving the Company or any of its Subsidiaries since January 31, 2017, and involving aggregate payments in excess of $250,000 or other material requirements; (viii) requires any capital commitment or capital expenditure (or series of capital expenditures) by the Company or any of its Subsidiaries in an amount that, individually or in the aggregate, is greater than $500,000, excluding capital equipment ordered in the Ordinary Course of Business in accordance with the Company’s business plan; (ix) contains any standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another Person, which would be binding on Parent and its Affiliates after the Closing; (x) except as set forth on Schedule 5.13(a), constitutes an employment agreement with an executive officer of the Company or provides for severance, retention, change of control or other similar payments to any employee of the Company or its Subsidiaries in excess of $200,000; (xi) constitutes a Company IP Agreement; or (viixii) constitutes a commitment to do any other agreement not made of the foregoing described in the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholeclauses (i) through (xi). (b) Except for agreements which are disclosed as terminable on set forth in Schedule 3.115.12(b), each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement (i) none of the Company or its applicable Subsidiary that is party to a SubsidiaryMaterial Contract, as nor, to the case may beKnowledge of the Company, any other party to such Material Contract, is in material breach or material default under such Material Contract, and is in full force and effect, and (ii) neither the Company nor any Subsidiary is, nor to the knowledge of Seller is its Subsidiaries has received (x) any other party thereto, in written notice of any default or breach in event that, with or without notice or the lapse of time, or both, would constitute a default by the Company or its applicable Subsidiary that is party thereto under any material respect under the terms of any such agreementMaterial Contract, except for such defaults that, individually or breaches which in the aggregate, have not had or would not reasonably be expected to have a Material Adverse Effect Effect, or (y) any written notice of termination or cancellation of any Material Contract. The Company has made available to Parent true and complete copies of all Material Contracts. (c) Except as set forth in Schedule 5.12(c), each Material Contract is in full force and effect, is a Chubb Securities Material Adverse Effectvalid and binding obligation of the Company or its applicable Subsidiary that is party thereto, and to the Knowledge of the Company, each other party thereto, and is enforceable in all material respects in accordance with its terms, subject to the Bankruptcy and Equity Exception. (d) The Company shall have until the end of the sixth (6th) Business Day following the date hereof to deliver to Parent an amended version of Schedule 5.12(a), with effect as of the execution of this Agreement. Such amended Schedule 5.12(a) shall for all purposes of this Agreement constitute the disclosures of the Company against Section 5.12(a) as if the disclosures in such amended Schedule 5.12(a) were made as of the execution of this Agreement. The delivery of an amended Schedule 5.12(a) shall in no event have the effect of or be construed as affecting the timing of any representation or warranty made by the Company.

Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in As of the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence todate hereof, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is not a party to or bound by: (i) any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999other occupancy arrangement regarding real property; (ii) any lease of personal property providing for annual payments by the Company of $10,000 or more and which is not cancelable or terminable without penalty with notice of 60 or less days; (iii) any agreement for the purchase or license of materials, supplies, goods, services, equipment or other tangible or intangible assets that provides for (or would reasonably be expected to result in) either annual payments by the Company of $25,000 or more or aggregate payments by the Company of $50,000 or more; (iv) any sales, rental, distribution or other similar agreement providing for the sale, rental or distribution by the Company of materials, supplies, goods, services, equipment or other assets not made in that expressly provides for (or would reasonably be expected to result in) either annual payments to the ordinary course Company of business which individually does not exceed $250,00025,000 or more or aggregate payments to the Company of $50,000 or more; (iiiv) any partnership, joint venture or other similar agreement or arrangement; (vi) any agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise); (vii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (ivviii) any material partnershipalliance, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement; (ix) any consulting, services, development or collaboration agreement not made or other agreement for development of products and services for the Company; (x) any agreement that limits the freedom of the Company to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Surviving Corporation, Parent or any of Parent’s Affiliates after the Closing Date; (xi) any agreement providing for indemnification by the Company, or in favor of the Company, other than indemnification provisions arising in the ordinary course of businessbusiness and consistent with past practices, including without limitation in purchase orders, customer agreements or indemnities of lessors (other than any Affiliate) under any leases; (vixii) any material agreement containing a “most favored nation” or arrangement similar provision or providing for minimum purchase or sale obligations; (xiii) any agreement with Seller any Affiliate of the Company, any director or officer of the Company, or any “associate” or any member of its Affiliatesthe “immediate family” (as such terms are respectively defined in Rule 12b-2 and Rule 16a-1 of the 1▇▇▇ ▇▇▇) of any such director or officer; (xiv) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, Company Securities or debt instruments, or any undertaking, promise or other obligation, written or oral, of the Company to issue any Company Securities, the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; (xv) any agreement with or among the Members, including any agreement that provides for preemptive rights or imposes any limitation or restriction on Company Securities, including any restriction on the right of a Member to vote, sell or otherwise dispose of such Company Securities; or (viixvi) any other agreement agreement, commitment, arrangement or plan not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholeCompany. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.

Material Contracts. (a) Except as disclosed on Schedule 3.11Section 3.22(a) of the Company Letter contains a true, complete and exceptcorrect list of the following Contracts to which the Company or any of its Subsidiaries is a party or by which any property or asset of the Company or any of its Subsidiaries is bound, in each case as of the case date of this Agreement, other than Company Plans and Company Real Property Leases listed on Section 3.11(a)(i)3.15(b) of the Company Letter (collectively, the “Material Contracts”): (i) each Contract (A) the terms of which obligate or may in the future obligate the Company or any of its Subsidiaries to make any severance, termination or similar payment to any current or former legal representative of the Company or any of its Subsidiaries, (B) pursuant to which the Company or any of its Subsidiaries may be obligated to make any bonus or similar payment to any current or former Company Service Provider in connection with the consummation of the transactions contemplated by this Agreement, or (C) that provides for indemnification of any current or former Company Service Provider; (ii) and each Contract with any Governmental Authority; (vii)iii) any Contract with sole-source or single-source suppliers of material tangible products or services or pursuant to which the Company or any of its Subsidiaries has agreed to purchase a minimum quantity of goods relating to any Company Product or has agreed to purchase goods relating to any Company Product exclusively from a certain party; (iv) any stockholders’, for investor rights, registration rights, tax receivables or similar or related Contract or arrangement, or any agreements that are terminable on not more than 60 days notice and without Contract or arrangement relating to the exercise of any voting rights in respect of any Company Securities; (v) any Contract pursuant to which the Company or any of its Subsidiaries or any of its Affiliates (including, after the Closing, Buyer or any of its Affiliates) has continuing obligations or interests involving the payment of royalties or other amounts calculated based upon the revenues or income of the Company or any penalty by, of its Subsidiaries or any other material consequence tocontingent payment obligations, including any milestone or similar payments, including upon the achievement of regulatory or commercial milestones, in each case that is not terminable by the Company or its Subsidiaries without penalty without more than thirty (30) days’ notice; (vi) each Contract that limits the freedom of the Company, any of its Subsidiaries or any of its Affiliates (including, after the Closing, Buyer or any of its Affiliates), to compete or engage in any line of business or geographic region or with any Person, sell, supply or distribute any product or service or that otherwise has the effect of restricting the Company, its Subsidiaries or Affiliates (including, after the Closing, Buyer or any of its Affiliates), from the development, marketing or distribution of any products or services; (vii) each Contract with any Person providing for a partnership, joint venture, limited liability company agreement, and each material collaboration, research and development arrangement, strategic alliance, co-marketing arrangement or similar profit sharing arrangement (other than any such agreement solely between or among the Company and its wholly owned Subsidiaries); (viii) each Contract entered into since January 1, 2022: (A) relating to the disposition or acquisition by the Company or any Subsidiaryof its Subsidiaries of any business (whether by merger, neither amalgamation, consolidation or other business combination, sale of assets, sale of shares in the share capital or other voting securities, tender offer, exchange offer, or similar transaction); or (B) pursuant to which the Company nor or any Subsidiaryof its Subsidiaries will acquire or is obligated to acquire any business, assets, ownership interest or make an investment (other than the Company or any of its Subsidiaries); (ix) each Contract with respect to the best acquisition or disposition of their knowledgeany Person (whether by merger, is a party amalgamation, consolidation or other business combination, sale of assets, sale of shares in the share capital or other voting securities, tender offer, exchange offer or similar transaction) pursuant to which the Company or bound by: any of its Subsidiaries has (iA) any lease not made material continuing representations, covenants or indemnification obligations (other than in the ordinary course of business which involves payments of more than $150,000 per year the Company and its Subsidiaries in a manner consistent with past practice in connection with the development, sale or extends beyond December 31licensing of Company Products), 1999; or (iiB) any agreement “earn-out” or similar contingent payment obligations, in each case, (x) other than any such obligations that are immaterial to the Company and its Subsidiaries, taken as a whole, or (y) other than any Contract that provides solely for the purchase acquisition or disposition of materialsinventory, supplies, goods, services, raw materials or equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000of the Company and its Subsidiaries in a manner consistent with past practice; (iiix) each Contract to which the Company or any agreement relating of its Subsidiaries is a party which grants an exclusive right to indebtedness Intellectual Property Rights (other than Contracts with respect to generally commercially available software and hardware and customer Contracts for borrowed money the sale of Company Products to distributors or the deferred purchase price end-users of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement Company Products entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000business); (ivxi) each Contract that grants any material partnershipright of first refusal, joint venture right of first offer, right of first negotiation or other similar agreement preferential right in favor of a Third Party or arrangement; that limits the ability of the Company, any of its Subsidiaries or any of its Affiliates (v) any material agencyincluding, dealerafter the Closing, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller Buyer or any of its Affiliates; or) to own, operate, sell, transfer, pledge or otherwise dispose of any material businesses or material assets; (viixii) each Contract (A) containing exclusivity obligations; (B) containing any “most favored nations” provisions granted by any of the Company, or any of its Subsidiaries or any of its Affiliates (including, after the Closing, Buyer or any of its Affiliates); (C) pursuant to which any of the Company, or any of its Subsidiaries or any of its Affiliates (including, after the Closing, Buyer or any of its Affiliates) is obligated to purchase a minimum quantity of goods or services from another Person with a minimum contract value of not less than EUR 500,000 per contract, or (D) granting rights to any third party to, or otherwise restricting, the exploitation, sale, supply or license of any Company Product; (xiii) other than instruments providing for indebtedness that would not, in the aggregate, exceed $1,000,000, each Contract that (A) is an indenture, credit agreement, loan agreement, security agreement, guarantee of, note, mortgage or other agreement providing for indebtedness (including obligations under any capitalized leases but excluding agreements between the Company and any wholly owned Subsidiary of the Company or between wholly owned Subsidiaries of the Company) or pursuant to which the Company or any of its Subsidiaries guarantees any such indebtedness of any other agreement not made in Person (other than the ordinary course Company or another wholly owned Subsidiary of business the Company), (B) materially restricts the Company’s and its Subsidiaries’ (taken as a whole) ability to incur indebtedness or guarantee the indebtedness of others, (C) grants a Lien (other than a Permitted Lien) or restricts the granting of Liens on any property or asset of the Company or its Subsidiaries that is material to the Company and its Subsidiaries or (D) is an interest rate derivative, currency derivative, forward purchasing, swap or other hedging contract; (xiv) each Collective Bargaining Agreement; (xv) each Contract that provides for a settlement or conciliation (A) with any Governmental Authority that (1) restricts or imposes material obligations upon the Company or its Subsidiaries (taken as a whole) or (2) materially disrupts the business of the Company and its Subsidiaries (taken as a whole) as currently conducted, or (B) that would require the Company or any of its Subsidiaries to pay consideration of more than $1,000,000 after the date of this Agreement; (xvi) the top ten (10) Contracts measured by the aggregate payments made during the fiscal year ended December 31, 2024 with a customer of the Company or any Subsidiary of the Company, including distributors (excluding Contracts under which there are no further obligations of the Company or any Subsidiary of the Company to deliver products and purchase orders); (xvii) any Contract (other than the type described in the subclauses above) that involves aggregate payments by or to the Company or any Subsidiary of the Company in excess of $5,000,000 per annum in the current calendar year or $5,000,000 in the aggregate; and (xviii) each Contract not otherwise described in any other subsection of this Section 3.21(a) that would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K as promulgated by the SEC) with respect to the Company. (b) Except for agreements which are disclosed as terminable on Schedule 3.11A true, each agreement disclosed in any Schedule to this Agreement to which the Company complete or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiaryredacted, as the case may be, and correct copy of each written Material Contract in effect as of the date of this Agreement, and a true, complete and correct summary of each oral Material Contract in effect as of the date of this Agreement, has been made available to Buyer prior to the date of this Agreement. Except for matters that would not, individually or in the aggregate, be or reasonably expected to be, material to the Company and its Subsidiaries, taken as a whole, (i) each Material Contract is a valid, binding and enforceable obligation of the Company or one of its Subsidiaries, on the one hand, and, to the knowledge of the Company, of the other party or parties thereto, on the other hand, in accordance with its terms, subject to the Enforceability Exceptions, and each Material Contract is in full force and effect, (ii) the Company and each of its Subsidiaries has performed all obligations required to be performed by it under each Material Contract and, to the knowledge of the Company, each other party to each Material Contract has performed all obligations required to be performed by it under such Material Contract, (iii) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any other party to a Material Contract, has breached or violated in any material respect any provision of, or taken or failed to take any act which, with or without notice, lapse of time or both, would constitute a material breach or a default under the provisions of such Material Contract, and neither the Company nor any Subsidiary isof its Subsidiaries has received written or, nor to the knowledge of Seller the Company, oral notice of any, and, to the knowledge of the Company, none of the Company or any of its Subsidiaries is in, default or material breach under (nor does there exist any condition which upon the passage of time or the giving of notice or both would cause such a default or material breach under) any Material Contract and (iv) neither the Company nor any of its Subsidiaries has received any written or, to the knowledge of the Company, oral notice from any other party theretoto any such Material Contract that such party intends to terminate, in default or breach not renew, any such Material Contract or to adjust the fee schedule under such Material Contract in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effectrespects.

Material Contracts. (a) Except as for the Contracts disclosed on Schedule 3.11, and except, in the case applicable subsection of Section 3.11(a)(i), 2.6 of the Seller Disclosure Letter (iiwhich is arranged in subsections to correspond to the subsections of this Section 2.6) and Contracts with employees, consultants, or advisors, as of the date hereof, there are no Contracts relating (vii)whether solely or in part) to the operation and conduct of the Business, for any agreements that are terminable on not more than 60 days notice and without the payment development, manufacture, commercialization, or other exploitation of any penalty byAcquired Molecule or Acquired Product, or any other material consequence to, of the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound byTransferred Assets that constitute: (i) any lease not made in joint venture, partnership, limited liability company or other similar agreements or arrangements (providing for joint research, development or marketing of any of the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999Products); (ii) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any business or assets of any other Person or any material real property (whether by merger, sale of stock, sale of assets or otherwise related to the Business); (iii) any agreement that (A) materially limits the freedom of Seller or its Affiliates to operate the Business or with any Person or in any area or that would so limit the freedom of Buyer or its Affiliates after the Closing (other than customary exclusive distribution agreements for the Products), (B) contains material exclusivity obligations or restrictions binding on Seller or the Selling Affiliates or that would be binding on Buyer or any of its Affiliates after the Closing, (C) contains any right of first refusal, right of first negotiation or right of first offer in favor of a party other than Sellers; or (D) otherwise restricts the research, development, manufacture, marketing, distribution, sale, supply, license or marketing of the products and services of Seller or that either Seller or any Selling Affiliate develops; (iv) any agreement or series of related agreements for the purchase of materials, supplies, goods, services, equipment or other assets not made in related to the ordinary course Business that is reasonably expected to involve annual payments on the part of business which individually does not exceed $250,000; (iii) any agreement relating to indebtedness for borrowed money Seller or the deferred purchase price Selling Affiliates in excess of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in $[**] from and after the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000; (iv) any material partnership, joint venture or other similar agreement or arrangementClosing; (v) any material agencysales, dealerdistribution, sales representative, marketing agency or other similar agreement not made providing for the sale by the Business of Products, materials, supplies, goods, services, equipment or other assets that is reasonably expected to involve annual payments to Seller or the Selling Affiliates from and after the Closing over the remaining term of the agreement of $[**]; (vi) any agreement under which the Business has (A) granted a Lien on any material Transferred Asset, other than a Lien that will be released as of the Closing or (B) provided for the sale of any material Transferred Asset, or granted any preferential rights to purchase any material Transferred Asset, in each case outside the ordinary course of business; (vivii) any material agreement providing any person or arrangement entity with pricing, discounts, or benefits that change based on the pricing, discounts, or benefits offered to other Third Parties, including any agreement containing “most favored nation”; (viii) any agreement in which either Seller has agreed to purchase a minimum quantity of goods or services or has agreed to purchase goods or services exclusively from a certain party; (ix) any agreement providing for any royalty, milestone, or similar payments by the Seller or any of its Selling Affiliates; orand (viix) any other agreement not made in the ordinary course of business that is material to the Company between either Seller and the Subsidiaries taken as a wholegovernmental authority. (b) Except for agreements which Section 2.6(b) of the Seller Disclosure Letter sets forth a true and complete list of all Contracts relating solely to the operation and conduct of the Business, to the development, manufacture, commercialization, or other exploitation of any Acquired Molecule or Acquired Product, or to any of the Transferred Assets, in each case, as currently conducted. For the avoidance of doubt, such list does not include any Excluded Asset listed in clauses (i) through (xv) of Annex 9.1(b) attached hereto, any Shared Contract, or any Contracts with employees, consultants, or advisors, even if related to the operation and conduct of the Business as currently conducted, and includes Contracts that are disclosed as terminable on Schedule 3.11no longer in effect. (c) Section 9.1(b)(vi) of the Seller Disclosure Letter sets forth a true and complete list of all Shared Contracts. (d) Seller has made available to Buyer true, correct, and complete copies of each agreement of the Transferred Contracts and Shared Contracts. (e) Each agreement, commitment, arrangement or plan disclosed in any Schedule the Seller Disclosure Letter pursuant to this Agreement to which the Company Section 2.6 (Material Contracts) or any Subsidiary is Section 2.9 (Intellectual Property) (each, a party “Material Contract”) is a valid and binding agreement of Seller or the Company Selling Affiliate thereto (subject to the effects of applicable bankruptcy, insolvency, fraudulent conveyance, or a Subsidiaryother Laws relating to or affecting creditors’ rights generally and to general principles of equity, as the case may be, whether considered at law or in equity) and is in full force and effect, and neither the Company Seller nor any Subsidiary isof the Selling Affiliates or, nor to the knowledge Knowledge of Seller is Seller, any other party thereto, thereto is in default or breach in any material respect under (or is alleged to be in default or breach in any material respect under) the terms of, or has provided or received any notice of any intention to terminate, any such agreementMaterial Contract, except for such defaults and, to the Knowledge of Seller, no event or breaches which circumstance has occurred since December 31, 2024 that, with notice or lapse of time or both, would constitute an event of default thereunder or result in a termination thereof or would cause or permit the acceleration of or other changes of or to any right or obligation or the loss of any benefit thereunder that has not reasonably be expected to have a Material Adverse Effect been cured or a Chubb Securities Material Adverse Effectwaived.

Material Contracts. (a) Except for those agreements and other documents filed as disclosed exhibits or incorporated by reference to the Company’s Annual Report on Schedule 3.11Form 10-K for the fiscal year ended December 31, 2020 or filed or incorporated in any of its other Company SEC Reports filed since January 1, 2019 and except, in prior to the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiarydate hereof, neither the Company nor any Subsidiary, to the best of their knowledge, its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or bound by:understanding (whether written or oral) (in the case of subsections (iv), (v), (vi), (ix) and (x), only those involving the payment of more than $100,000 over the life of the agreement) (each, whether or not filed with the SEC, a “Material Contract”): (i) that is a “material contract” within the meaning of Item 601(b)(10) of the SEC’s Regulation S-K; (ii) that contains a non-compete or client or customer non-solicit requirement or any lease not made other provisions that materially restricts the conduct of, or the manner or location of conducting, any line of business of the Company or any of its Affiliates (or, upon consummation of the Mergers, of Parent or any of its Affiliates); (iii) that obligates the Company or any of its Affiliates (or, upon consummation of the Mergers, Parent or any of its Affiliates) to conduct business with any third party on an exclusive or preferential basis; (iv) that requires referrals of business or requires the Company or any of its Affiliates to make available investment opportunities to any Person on a priority or exclusive basis; (v) that relates to the incurrence of indebtedness by the Company or any of its Subsidiaries (other than deposit liabilities, trade payables, federal funds purchased, advances and loans from the Federal Home Loan Bank and securities sold under agreements to repurchase, in each case incurred in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31consistent with past practice) including any sale and leaseback transactions, 1999capitalized leases and other similar financing transactions; (iivi) that grants any agreement for right of first refusal, right of first offer or similar right with respect to any assets, rights or properties of the purchase Company or any of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000its Subsidiaries; (iiivii) that limits the payment of dividends by the Company or any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000its Subsidiaries; (ivviii) any material that relates to a joint venture, partnership, joint venture limited liability company agreement or other similar agreement or arrangement; (v) arrangement with any material agencythird party, dealeror to the formation, sales representativecreation or operation, marketing management or other similar agreement not made control of any partnership or joint venture with any third party, except in each case that relates to merchant banking investments by the Company or its Subsidiaries in the ordinary course of business; (viix) any material agreement that relates to an acquisition, divestiture, merger or arrangement with Seller similar transaction and which contains representations, covenants, indemnities or other obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect; (x) that provides for payments to be made by the Company or any of its Affiliates; orSubsidiaries upon a change in control thereof; (viixi) that was not negotiated and entered into on an arm’s‑length basis; (xii) that provides for indemnification by the Company or any other agreement not made of its Subsidiaries of any Person, except for contracts entered into in the ordinary course of business providing for customary and immaterial indemnification and provisions of the Company Articles and the Company Bylaws providing for indemnification; (xiii) that is a consulting agreement or data processing, software programming or licensing contract involving the payment of more than $150,000 per annum (other than any such contracts which are terminable by the Company or any of its Subsidiaries on 60 days or less notice without any required payment or other conditions, other than the condition of notice); (xiv) that grants to a Person any right, license, covenant not to ▇▇▇ or other right in Company Owned Intellectual Property or grants to the Company or any of its Subsidiaries a license or other right to any Company Licensed Intellectual Property (excluding licenses to shrink-wrap or click-wrap software), in each case that involves the payment of more than $150,000 per annum or is material to the conduct of the businesses of the Company; (xv) to which any Affiliate, officer, director, employee or consultant of such party or any of its Subsidiaries is a party or beneficiary (except with respect to loans to, or deposit or asset management accounts of, directors, officers and employees entered into in the ordinary course of business and in accordance with all applicable regulatory requirements with respect to it); (xvi) that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger, the Bank Merger or the other transactions contemplated hereby; (xvii) that contains a put, call or similar right pursuant to which the Company or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person or assets; (xviii) that is a lease of real or personal property providing for annual rentals of $50,000 or more; (xix) that contains a standstill or similar agreement pursuant to which the Company or any of its Subsidiaries has agreed not to acquire assets or securities of another party or any of its Affiliates; (xx) that is between the Company or any of its Subsidiaries and any director or officer of the Company or any Person beneficially owning five percent or more of the outstanding Company Common Stock; or (xxi) that is otherwise not entered into in the ordinary course of business or that is material to the Company or any Subsidiary of the Company or their financial condition or results of operations. The Company has Previously Disclosed or made available to Parent prior to the date hereof true, correct and the Subsidiaries taken as a wholecomplete copies of each Material Contract. (bi) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party Each Material Contract is a valid and legally binding agreement of the Company or a Subsidiaryone of its Subsidiaries, as applicable, and, to the case may beKnowledge of the Company, the counterparty or counterparties thereto, is enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exception) and is in full force and effect, (ii) the Company and each of its Subsidiaries has duly performed all obligations required to be performed by it prior to the date hereof under each Material Contract, (iii) neither the Company nor any Subsidiary isof its Subsidiaries, nor and, to the knowledge Knowledge of Seller the Company, any counterparty or counterparties, is in breach of any other provision of any Material Contract, (iv) each Material Contract can be readily fulfilled or performed by the Company and its Subsidiaries without undue or unusual expenditure of money or effort or any preparation, action or arrangement outside of the ordinary and usual course of business and (v) no event or condition exists that constitutes, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the Company or any of its Subsidiaries under any such Material Contract or provide any party theretothereto with the right to terminate such Material Contract. Section 3.16(b) of the Company Disclosure Schedule sets forth a true and complete list of (A) all Material Contracts pursuant to which consents or waivers are or may be required and (B) all notices which are required to be given, in default or breach in any material respect under each case, prior to the terms performance by the Company of any such agreementthis Agreement and the consummation of the Merger, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effectthe Bank Merger and the other transactions contemplated hereby.

Material Contracts. (a) Except Seller has provided to Buyer each of the following Contracts to which, as disclosed on Schedule 3.11, and except, in of the case date of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence tothis Agreement, the Company or any Subsidiaryof its Subsidiaries, neither the Company nor any Subsidiary, to the best of their knowledgeif any, is a party to or bound by:(each, a “Company Material Contract”): (i) each Contract (A) not to (or otherwise restricting or limiting the ability of the Company or any lease not made of its Subsidiaries, if any, to) compete in the ordinary course any line of business which involves payments or geographic area or (B) to restrict the ability of more than $150,000 per year the Company or extends beyond December 31any of its Subsidiaries, 1999if any, to conduct business in any geographic area; (ii) each Contract (other than any agreement for benefit plans of the purchase Company) that is reasonably likely to require, during the remaining term of materialssuch Contract, supplies, goods, services, equipment annual payments by the Company or other assets not made in the ordinary course any of business which individually does not its Subsidiaries that exceed $250,00050,000; (iii) all Contracts granting to any Person an option or a first refusal, first offer or similar preferential right to purchase or acquire any material Company Assets; (iv) all material contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment (other than agreements with employees, non-exclusive licenses granted to the Company’s or its Subsidiaries’ customers, and non-exclusive licenses to commercially available, off-the-shelf Software that have been granted on standardized, generally available terms); (v) all partnership, joint venture or other similar agreements or arrangements; (vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement (or a series of related agreements) with an aggregate outstanding principal amount not exceeding $100,000; (vii) any agreement for the disposition or acquisition by the Company or any of its Subsidiaries, if any, with material obligations of the Company or any of its Subsidiaries, if any, (other than confidentiality obligations) remaining to be performed or material Liabilities of the Company or any of its Subsidiaries, if any, continuing after the date of this Agreement, of any material business or any material amount of assets other than in the ordinary course of business; (viii) any agreement with (A) the top 10 customers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, and (B) the top 10 suppliers of the Company and its Subsidiaries, if any, taken as a whole, as applicable, in each case, for the 2023 fiscal year measured by the aggregate obligations paid or agreed to pay to or by the Company, as applicable; (ix) any agreement restricting or limiting the payment of dividends or the making of distributions to stockholders, including intercompany dividends or distributions other than such restrictions or limitations as are required by applicable Law; (x) any Contract for the development of Intellectual Property, other than those entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000;Company employees and contractors on the Company’s standard form for such Contracts; and (ivxi) any material partnership, joint venture or other similar agreement or arrangement; (v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business; (vi) any material agreement or arrangement with Seller or any of its Affiliates; or (vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a wholeextent not provided pursuant to another subsection of this Section 3.12(a), all material agreements with any Governmental Authority. (b) Except for agreements which are disclosed as terminable on Schedule 3.11, A true and complete copy of each agreement disclosed in Company Material Contract (including any Schedule amendments thereto) entered into prior to the date of this Agreement has been made available to which Buyer prior to the date of this Agreement. Each Company or any Subsidiary is a party Material Contract is a valid and binding agreement of the Company or a its applicable Subsidiary, as except where the case may befailure to be valid and binding would not, and is individually or in full force and effectthe aggregate, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Company Material Adverse Effect. Neither the Company or such Subsidiary nor, to the Knowledge of the Company, any other party thereto, is in breach of or default under any such Company Material Contract. As of the date of this Agreement, there are no material disputes in connection with any such Company Material Contract. As of the date of this Agreement, no party under any Company Material Contract has given written notice of its intent to terminate or otherwise seek a material amendment to such Company Material Contract.