Common use of Schedule 3 Clause in Contracts

Schedule 3. 10(a) contains a list as of the Agreement Date of each Contract pursuant to which any Acquired Company has any executory rights or obligations that: (i) the Company reasonably anticipates will involve future aggregate annual payments (excluding face value of incentive payments or funds used for purchase of non-cash incentive rewards) or revenue by or to any Acquired Company of more than $750,000 (including without limitation the Acquired Companies' top 10 U.S. corporate solutions clients and top 25 U.S. consumer solutions clients (measured by revenue)) and cannot be cancelled by such Acquired Company with less than thirty-one (31) days’ notice; (ii) is a lease of personal property involving annual payments by any Acquired Company of greater than $250,000; (iii) is an agreement pursuant to which any Acquired Company is lessor, lessee, sublessor, or sublessee or otherwise occupies or otherwise uses any real property (the “Real Property Leases”); (iv) creates a partnership or joint venture; (v) is an active sales representative or agency agreement; (vi) is an employment agreement to which any Acquired Company is a party that is not terminable at will or contains any written severance obligation, or an agreement with officers, employees or consultants of the Company involving annual payments by the Company in excess of $250,000; (vii) is an agreement with any officer, director, Stockholder, or any Affiliate or Related Party thereof, of any Acquired Company, other than a Benefit Plan; (viii) restricts any Acquired Company from engaging, or competing with any Person, in any line of business in any geographic area; (ix) is with an Affiliate of any Acquired Company (other than any other Acquired Company); (x) relates to the acquisition or disposition, since January 1, 2011, of any business (whether by merger, sale of capital stock, sale of assets or otherwise) or the disposition of any material assets of the Company (other than in the Ordinary Course of Business), other than contract where the applicable acquisition or disposition has been consummated and there are no obligations (contingent or otherwise) remaining; (xi) relates to Indebtedness; (xii) is a collective bargaining agreement (or similar labor contract) covering any Employee; (xiii) imposes any confidentiality, standstill, or similar obligation on any Acquired Company, except for those entered into in the Ordinary Course of Business or in connection with this Agreement or with the sale process leading up to the Transactions and any prior acquisition or sale processes; (xiv) grants any exclusive marketing, sales, use or distribution rights to any third party; (xv) is a guaranty, warranty, or similar obligation by the Company of any kind or nature, other than warranty provisions contained in customer contracts, or similar instruments in the Ordinary Course of Business; (xvi) is an agreement that requires a payment thereunder upon, or in connection with, the consummation of the Transactions; (xvii) involves the license or sublicense of Intellectual Property owned by or licensed to any Acquired Company, except for those relating to commercial off-the-shelf software or otherwise entered into in the Ordinary Course of Business; (xviii) contains a right of first refusal, first offer or first negotiation in favor of any third party; (xix) is an agreement for the purchase by the Company of equipment or services involving outstanding commitments in excess of $250,000; (xx) is an agreement under which the Company has advanced or loaned any other Person amounts exceeding $250,000; (xxi) is a joint venture, strategic alliance, joint development, partnership contract or agreement or arrangement or any other such agreement pursuant to which any Acquired Company holds an equity interest in a Person; and (xxii) is an agreement to which any Governmental Entity is a party.

Schedule 3. 10(a) contains 16.1 sets forth, by applicable subsection, a correct and complete list of all executory Contracts of the types described below, as amended or otherwise modified and in effect, to which any Group Company is a party or by which any of the Group Companies’ assets or properties are bound or subject as of the Agreement Date date hereof and that are in effect on the date hereof any invoices or purchase orders (such Contracts, and together with the Existing Employment Agreements and the Real Property Leases, collectively, the “Material Contracts”): (a) all Contracts pursuant to which any Group Company (i) made payments to any third party in the twelve (12) month period prior to the date hereof, in excess of each $1,000,000; or (ii) received payments from any third party in the twelve (12) month prior to the date hereof, in excess of $1,000,000 prior to the date hereof; (b) all Contracts with Material Vendors; (c) all Contracts with Material Customers; (d) any Contract with any Governmental Authority; (e) any Contract pursuant to which a partnership, joint venture or other similar arrangements was established; (f) any Acquired Contract which imposes a restriction on the geographies or businesses in which any Group Company has may operate the Business; (g) any executory rights Contract providing for the employment of any executive officer, excluding any such Contract that provides for at-will employment with no severance obligations; (h) any Contract containing covenants that (or obligations that: in any way purport to) (i) the Company reasonably anticipates will involve future aggregate annual payments (excluding face value of incentive payments or funds used for purchase of non-cash incentive rewards) or revenue by or to restrict any Acquired Company of more than $750,000 business activity (including without limitation the Acquired Companies' top 10 U.S. corporate solutions clients and top 25 U.S. consumer solutions clients (measured by revenue)solicitation, hiring or engagement of any Person or the solicitation of any customer or suppliers) and cannot be cancelled by such Acquired of any Group Company with less than thirty-one (31) days’ notice; (ii) is a lease of personal property involving annual payments by any Acquired Company of greater than $250,000; (iii) is an agreement pursuant to which any Acquired Company is lessor, lessee, sublessor, or sublessee or otherwise occupies or otherwise uses any real property (the “Real Property Leases”); (iv) creates a partnership or joint venture; (v) is an active sales representative or agency agreement; (vi) is an employment agreement to which any Acquired Company is a party that is not terminable at will or contains any written severance obligation, or an agreement with officers, employees or consultants of the Company involving annual payments by the Company in excess of $250,000; (vii) is an agreement with any officer, director, Stockholder, or any Affiliate or Related Party thereof, thereof,(ii) limit the freedom of any Acquired Company, other than a Benefit Plan; (viii) restricts Group Company or any Acquired Company from engaging, or competing with any Person, Affiliate thereof to engage in any line of business in or compete with any geographic areaPerson, or (iii) contain or provide for “most favored nation” terms; (ixi) is any Contract under which any Group Company has advanced or loaned an amount to any of its Affiliates; (j) any IP Contract; (k) any material agency, dealer, distributor, sales representative, marketing or other similar Contract; (l) all collective bargaining or similar agreements with an Affiliate a labor union; (i) any indenture, mortgage, pledge, security agreement, note or other Contract evidencing Indebtedness of any Acquired Group Company for borrowed money or otherwise placing a Lien on any asset or property of any Group Company or the Business (other than Permitted Liens), (ii) any guaranty or any other evidence of Liability held by any Group Company for any Indebtedness or obligation of any other Person that is not a Group Company, or (iii) any letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which any Group Company is the beneficiary but excluding endorsements of instruments for collection in the ordinary course of the operation of such entity); (n) any Contract providing for the engagement of temporary foreign workers; (o) all outstanding powers-of-attorney granted by any Group Company for any purpose whatsoever; (p) each form of Contract used by any Group Company as a standard form in the ordinary course of business; (q) each Contract with a Material Customer or Material Vendor that is inconsistent in all material respects with the form of Contract set forth on Schedule 3.16.1(p); (r) each Contract that relates to the disposition or acquisition of Equity Interests, assets or properties of any Group Company (other than any other Acquired Company); (x) relates to the disposition or acquisition or disposition, since January 1, 2011, of any business (whether by merger, sale of capital stock, sale of assets or otherwise) or the disposition of any material assets of the Company (other than in the Ordinary Course of Businessordinary course), other than contract where or any merger or business combination with respect to any Group Company and pursuant to which such Group Company has an outstanding obligation, in each case entered into at anytime during the applicable acquisition or disposition has been consummated and there are no obligations last three (contingent or otherwise3) remaining; (xi) relates years; provided, that the foregoing shall not apply to Indebtedness; (xii) is a collective bargaining agreement (or similar labor contract) covering any Employee; (xiii) imposes any confidentiality, standstill, or similar obligation on any Acquired Company, except for those non-disclosure agreements entered into in the Ordinary Course of Business or in connection with this Agreement or with the sale process leading up to the Transactions and any prior acquisition or sale processes;therewith; and (xivs) grants any exclusive marketing, sales, use or distribution rights all Contracts related to any third party; (xv) is a guaranty, warranty, or similar obligation by the Company of any kind or nature, other than warranty provisions contained in customer contracts, or similar instruments in the Ordinary Course of Business; (xvi) is an agreement that requires a payment thereunder upon, or in connection with, the consummation of the Transactions; (xvii) involves the license or sublicense of Intellectual Property owned by or licensed to any Acquired Company, except for those relating to commercial off-the-shelf software or otherwise entered into in the Ordinary Course of Business; (xviii) contains a right of first refusal, first offer or first negotiation in favor of any third party; (xix) is an agreement for the purchase by the Company of equipment or services involving outstanding commitments capital projects and capital expenditures in excess of $250,000; 500,000 individually in any single year or $1,000,000 in the aggregate, that is not terminable by a Group Company on notice of ninety (xx90) is an agreement under which the Company has advanced calendar days or loaned any other Person amounts exceeding $250,000; (xxi) is a joint venture, strategic alliance, joint development, partnership contract less without cost or agreement or arrangement or any other such agreement pursuant to which any Acquired Company holds an equity interest in a Person; and (xxii) is an agreement to which any Governmental Entity is a partyliability.

Schedule 3. 10(a20(a) contains a list as of the Agreement Date of each Contract pursuant an accurate and complete list, and Sellers have provided to which any Acquired Company has any executory rights or obligations thatBuyer accurate and complete copies, of: (i) the Company reasonably anticipates will involve future aggregate annual payments (excluding face value each Seller Contract that involves performance of incentive payments services or funds used for purchase delivery of non-cash incentive rewards) goods or revenue materials by or to any Acquired Company Seller of more than an amount or value in excess of $750,000 (including without limitation the Acquired Companies' top 10 U.S. corporate solutions clients and top 25 U.S. consumer solutions clients (measured by revenue)) and cannot be cancelled by such Acquired Company with less than thirty-one (31) days’ notice50,000; (ii) is a lease of personal property involving annual payments by any Acquired Company of greater than $250,000; (iii) is an agreement pursuant to which any Acquired Company is lessor, lessee, sublessor, or sublessee or otherwise occupies or otherwise uses any real property (the “Real Property Leases”); (iv) creates a partnership or joint venture; (v) is an active sales representative or agency agreement; (vi) is an employment agreement to which any Acquired Company is a party each Seller Contract that is was not terminable at will or contains any written severance obligation, or an agreement with officers, employees or consultants of the Company involving annual payments by the Company in excess of $250,000; (vii) is an agreement with any officer, director, Stockholder, or any Affiliate or Related Party thereof, of any Acquired Company, other than a Benefit Plan; (viii) restricts any Acquired Company from engaging, or competing with any Person, in any line of business in any geographic area; (ix) is with an Affiliate of any Acquired Company (other than any other Acquired Company); (x) relates to the acquisition or disposition, since January 1, 2011, of any business (whether by merger, sale of capital stock, sale of assets or otherwise) or the disposition of any material assets of the Company (other than in the Ordinary Course of Business), other than contract where the applicable acquisition or disposition has been consummated and there are no obligations (contingent or otherwise) remaining; (xi) relates to Indebtedness; (xii) is a collective bargaining agreement (or similar labor contract) covering any Employee; (xiii) imposes any confidentiality, standstill, or similar obligation on any Acquired Company, except for those entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Seller in connection with this Agreement or with the sale process leading up to the Transactions and any prior acquisition or sale processesexcess of $50,000; (xiviii) grants any exclusive marketingeach Seller Contract affecting the ownership of, salesleasing of, title to, use of, or distribution rights to any third partyleasehold or other interest in any real property; (xviv) is each Seller Contract with any labor union or other employee representative of a guarantygroup of employees relating to wages, warrantyhours, and other conditions of employment; (v) each Seller Contract involving a sharing of profits, losses, costs, or similar obligation liabilities by any Seller with any other Person; (vi) each Seller Contract containing covenants that in any way purport to restrict any Seller’s business activity or limit the Company freedom of any kind Seller to engage in any line of business or natureto compete with any Person; (vii) each Seller Contract providing for payments to or by any Person based on sales, purchases, or profits, other than warranty provisions contained direct payments for goods; (viii) each power of attorney of any Seller that is currently (or could become in customer contractsthe future) effective and outstanding; (ix) each Seller Contract for capital expenditures in excess of $50,000; (x) each Seller Contract not denominated in Dollars; (xi) each written warranty, guaranty, or other similar instruments undertaking with respect to contractual performance extended by any Seller other than in the its Ordinary Course of Business; (xvixii) is an agreement that requires a payment thereunder upon, or in connection with, the consummation form of each Seller’s standard warranty terms and the Transactions; (xvii) involves the license or sublicense of Intellectual Property owned by or licensed to warranties for any Acquired Company, except for those relating to commercial off-the-shelf software or otherwise contract entered into in the Ordinary Course of Business; (xviii) contains a right of first refusal, first offer or first negotiation in favor Business of any third party; (xix) is an agreement for the purchase by the Company of equipment or services involving outstanding commitments in excess of $250,000; (xx) is an agreement under which the Company has advanced or loaned any other Person amounts exceeding $250,000; (xxi) is a joint venture, strategic alliance, joint development, partnership contract or agreement or arrangement or any other such agreement pursuant to which any Acquired Company holds an equity interest in a PersonSeller; and (xxiixiii) is an agreement each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.20(a) sets forth reasonably complete details concerning such Contracts, including the parties to, and dates and titles of, the Contracts and, with regard to which any Governmental Entity is oral Contracts, a partydescription of the obligations and subject matter.

Schedule 3. 10(a) contains a list as of the Agreement Date date hereof of each Contract pursuant to which any Acquired Company has any executory rights or obligations that: (i) the Company reasonably anticipates will involve future (A) resulted or is expected to result in an aggregate annual payments (excluding face value payment of incentive payments $250,000 or funds used for purchase of non-cash incentive rewards) more to or revenue by or to any from an Acquired Company of more than $750,000 in the twelve (including without limitation the Acquired Companies' top 10 U.S. corporate solutions clients 12) months ended December 31, 2017 or ending December 31, 2018 and top 25 U.S. consumer solutions clients (measured by revenue)B) and cannot be cancelled terminated by such Acquired Company without penalty with less than thirtyone hundred eighty-one (31181) days’ notice; (ii) is a lease of personal property involving annual payments by any Acquired Company of greater than $250,000; (iii) is an agreement pursuant to which any Acquired Company is lessorleases, lesseesubleases, sublessor, or sublessee or otherwise occupies or otherwise uses any real property (the “Real Property Leases”); (iviii) creates a partnership or joint venture; (v) is an active sales representative or agency agreement; (vi) is an employment agreement to which any Acquired Company is a party that is not terminable at will or contains any written severance obligation, or an agreement with officers, employees or consultants of the Company involving annual payments by the Company in excess of $250,000; (viiiv) is an agreement with any officer, director, Stockholder, director or any Affiliate or Related Party thereof, Employee of any Acquired Company, other than (A) any employment letter that sets forth the terms of an at will employment arrangement or (B) a Benefit Plan; (viiiv) restricts any Acquired Company from engaging, or competing with any Person, in any line of business in any geographic area; (ixvi) is with Seller or an Affiliate of Seller or any Acquired Company (other than any other another Acquired Company); (xvii) relates to the acquisition or disposition, since January 1, 2011, disposition of any business (whether by merger, sale of capital stock, sale of assets or otherwise) or the disposition of any material assets of the Company (other than in the Ordinary Course of Business), other than contract where and which was consummated during the applicable acquisition or disposition has been consummated and there are no obligations three (contingent or otherwise3) remainingyears preceding the date hereof; (xiviii) relates to IndebtednessIndebtedness including any swap, option, derivative or other hedging arrangement; (xiiix) is a collective bargaining agreement (or similar labor contract) covering any Employee; (xiiix) imposes any confidentialityis an agreement with the Acquired Companies’ top ten (10) suppliers or top ten (10) customers for the fiscal year ending December 31, standstill, or similar obligation on any 2018; (xi) provides for indemnification by an Acquired Company, except for those Organizational Documents of any Acquired Company and non-material Contracts entered into in the Ordinary Course ordinary course of Business or in connection with this Agreement or with the sale process leading up to the Transactions and any prior acquisition or sale processes;business; or (xiv) grants any exclusive marketing, sales, use or distribution rights to any third party; (xv) is a guaranty, warranty, or similar obligation by the Company of any kind or nature, other than warranty provisions contained in customer contracts, or similar instruments in the Ordinary Course of Business; (xvixii) is an agreement that requires a payment thereunder upon, or in connection with, the consummation of the Transactions; (xvii) involves the license or sublicense of Intellectual Property owned by or licensed to any Acquired Company, except for those relating to commercial off-the-shelf software or otherwise entered into in the Ordinary Course of Business; (xviii) contains a right of first refusal, first offer or first negotiation in favor settlement of any third party; (xix) is an agreement for the purchase by the Company of equipment or services involving outstanding commitments in excess of $250,000; (xx) is an agreement under which the Company has advanced or loaned any other Person amounts exceeding $250,000; (xxi) is a joint venture, strategic alliance, joint development, partnership contract or agreement or arrangement or any other such agreement pursuant to which any Acquired Company holds an equity interest in a Person; and (xxii) is an agreement to which any Governmental Entity is a partySuit.

Schedule 3. 10(a16(a) contains sets forth a true and complete list of all employee benefit plans (as defined in Section 3(3) of the Agreement Date of each Contract pursuant ERISA), and all other compensation or benefit plans, programs, arrangements, contracts, or schemes, written or oral, statutory or contractual, with respect to which any Acquired the Company has or would reasonably be expected to have any executory rights obligation or obligations that: liability or that are maintained, contributed to (ior required to be contributed to) or sponsored by the Seller or the Company reasonably anticipates will involve future aggregate annual payments (excluding face value of incentive payments or funds used for purchase of non-cash incentive rewards) or revenue by or to any Acquired Company of more than $750,000 (including without limitation the Acquired Companies' top 10 U.S. corporate solutions clients and top 25 U.S. consumer solutions clients (measured by revenue)) and cannot be cancelled by such Acquired Company with less than thirty-one (31) days’ notice; (ii) is a lease of personal property involving annual payments by any Acquired Company of greater than $250,000; (iii) is an agreement pursuant to which any Acquired Company is lessor, lessee, sublessor, or sublessee or otherwise occupies or otherwise uses any real property (the “Real Property Leases”); (iv) creates a partnership or joint venture; (v) is an active sales representative or agency agreement; (vi) is an employment agreement to which any Acquired Company is a party that is not terminable at will or contains any written severance obligation, or an agreement with officers, employees or consultants of the Company involving annual payments by the Company in excess of $250,000; (vii) is an agreement with any officer, director, Stockholder, or any Affiliate or Related Party thereof, benefit of any Acquired Companycurrent or former employee, other than a Benefit Plan; (viii) restricts any Acquired Company from engagingindependent contractor, officer or competing with any Person, in any line of business in any geographic area; (ix) is with an Affiliate of any Acquired Company (other than any other Acquired Company); (x) relates to the acquisition or disposition, since January 1, 2011, of any business (whether by merger, sale of capital stock, sale of assets or otherwise) or the disposition of any material assets director of the Company (other than in offer letters for at-will employment that do not contain severance) (collectively, the Ordinary Course of Business), other than contract where the applicable acquisition “Plans”) and identifies (i) each Plan that is sponsored or disposition has been consummated and there are no obligations (contingent or otherwise) remaining; (xi) relates to Indebtedness; (xii) is a collective bargaining agreement (or similar labor contract) covering any Employee; (xiii) imposes any confidentiality, standstill, or similar obligation on any Acquired Company, except for those entered into in the Ordinary Course of Business or in connection with this Agreement or with the sale process leading up to the Transactions and any prior acquisition or sale processes; (xiv) grants any exclusive marketing, sales, use or distribution rights to any third party; (xv) is a guaranty, warranty, or similar obligation maintained by the Company at the Company level (including Subsidiaries of the Company) (collectively, the “Company Plans”), (ii) each Plan that is sponsored or maintained by the Seller or any kind or nature, of its Affiliates other than warranty provisions contained in customer contractsthe Company or any of its Subsidiaries (collectively, the “Seller Plans”), and (iii) each Company Plan that offers health, life, or similar instruments in the Ordinary Course of Business; (xvi) is an agreement that requires other welfare benefits on a payment thereunder uponless-than-fully insured basis. With respect to each Company Plan, or in connection with, the consummation of the Transactions; (xvii) involves the license or sublicense of Intellectual Property owned by or licensed to any Acquired Company, except for those relating to commercial off-the-shelf software or otherwise entered into in the Ordinary Course of Business; (xviii) contains a right of first refusal, first offer or first negotiation in favor of any third party; (xix) is an agreement for the purchase by the Company of equipment or services involving outstanding commitments in excess of $250,000; (xx) is an agreement under which the Company has advanced delivered or loaned made available to the Purchaser a true and complete copy of (to the extent applicable) (1) the plan document(s), as amended through the date of this Agreement, or a written summary of any other Person amounts exceeding $250,000; unwritten Company Plan, (xxi2) the most recent summary plan description and any summaries of material modifications thereto, if any, with respect to each Company Plan, (3) the most recent annual report on Form 5500 (to the extent required by Law), (4) any actuarial valuations, (5) material written Contracts relating to each Company Plan, including trust agreements, insurance contracts, and administrative services agreements, and (6) any correspondence with a Governmental Authority regarding such Company Plan. With respect to each Plan that is not a joint ventureCompany Plan, strategic alliancethe Company has delivered or made available to the Purchaser a true and complete copy of the most recent summary plan description together with the summaries of material modifications thereto, joint development, partnership contract or agreement or arrangement or any other such agreement pursuant to which any Acquired Company holds an equity interest in a Person; and (xxii) is an agreement to which any Governmental Entity is a partyif any.

Schedule 3. 10(a) contains 8.1 sets forth a true, correct and complete list as of each of the Agreement Date following Contracts (whether written or oral) under which the Sellers currently have any obligations or liabilities in the conduct of each Contract pursuant the Business (together with Real Property Leases listed in Schedule 3.13.1, collectively, the “Material Contracts”), true, correct and complete copies of which have been made available to which any Acquired Company has any executory rights or obligations thatthe Purchaser at least five (5) Business Days prior to the date hereof: (ia) any partnership, joint venture, or other similar Contract or arrangement currently in effect, or any Contract relating to the Company reasonably anticipates will involve future aggregate annual payments acquisition or disposition of a business enterprise (excluding face value whether by merger, sale of incentive payments stock, sale of assets, or funds used for otherwise) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase of non-cash incentive rewards) price, deferred purchase price or revenue by or to any Acquired Company of more than $750,000 (including without limitation the Acquired Companies' top 10 U.S. corporate solutions clients and top 25 U.S. consumer solutions clients (measured by revenue)) and cannot be cancelled by such Acquired Company with less than thirty-one (31) days’ noticesimilar contingent payment obligation; (iib) is a lease of personal property involving annual payments any Contract for Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any Acquired Company of greater than $250,000; (iiiasset) which, individually, is an agreement pursuant to which any Acquired Company is lessor, lessee, sublessor, or sublessee or otherwise occupies or otherwise uses any real property (the “Real Property Leases”); (iv) creates a partnership or joint venture; (v) is an active sales representative or agency agreement; (vi) is an employment agreement to which any Acquired Company is a party that is not terminable at will or contains any written severance obligation, or an agreement with officers, employees or consultants of the Company involving annual payments by the Company in excess of $250,00025,000, other than Contracts relating to trade payables; (viic) is an agreement any Contract with any officer, director, Stockholder, either a Material Customer or any Affiliate or Related Party thereof, of any Acquired Company, other than a Benefit PlanMaterial Supplier; (viiid) restricts any Acquired Company Contract that limits such Seller from engagingmarketing, selling, or competing with any Person, in any line of business otherwise promoting or providing its services in any geographic area; (ixe) is any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with an Affiliate of any Acquired Company (other than any other Acquired Company)Person; (xf) relates any Contract that contains any exclusivity right in favor of a third party, including any obligation to the acquisition purchase goods or disposition, since January 1, 2011, of any business (whether by merger, sale of capital stock, sale of assets services exclusively from or otherwise) or the disposition of any material assets of the Company (other than in the Ordinary Course of Business), other than contract where the applicable acquisition or disposition has been consummated and there are no obligations (contingent or otherwise) remaining; (xi) relates to Indebtedness; (xii) is a collective bargaining agreement (or similar labor contract) covering any Employee; (xiii) imposes any confidentiality, standstill, or similar obligation on any Acquired Company, except for those entered into in the Ordinary Course of Business or in connection with this Agreement or with the sale process leading up to the Transactions and any prior acquisition or sale processes; (xiv) grants any exclusive marketing, sales, use or distribution rights refer parties exclusively to any third party; (xvg) is any Contract under which “most favored nation” pricing provisions or any similar provision requiring that a guarantythird party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, warrantymember, director or similar obligation by the Company officer of any kind or naturea Seller (other than for employment on customary terms), other than warranty provisions contained in customer contractsContracts that will be terminated as of the Closing; (i) any employment Contract, or similar instruments other than any offer letter entered into by a Seller in the Ordinary Course that (A) provides for total annual remuneration of Businessless than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (xvij) is an agreement that requires a payment thereunder uponany management, service, consulting, independent contractor or in connection with, the consummation of the Transactionsother similar Contract excluding those terminable “at will” without penalty; (xviik) involves any Contract with any Governmental Authority; (l) any leases of personal property having a value in excess of $5,000; (m) any Contract that creates a Lien (other than a Permitted Lien) on all or any portion of the license Purchased Assets; (n) any Contract for a collective bargaining agreement or sublicense of other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property owned by Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or licensed similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Acquired CompanyIntellectual Property Rights, except excluding Contracts for those relating to commercial commercially available, off-the-shelf software Software products with fees less than $10,000 per year individually or otherwise entered into $100,000 per year in the aggregate; (p) any Contract providing that a Seller indemnify any Person, other than Contracts in the Ordinary Course of BusinessCourse; (xviiiq) contains any power of attorney granted by a right of first refusal, first offer or first negotiation in favor of any third partySeller that is currently effective and outstanding; (xixr) is an agreement for any Contract the purchase by the Company loss or termination of equipment which would reasonably be expected to have a Material Adverse Effect; (s) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments to or services involving outstanding commitments from a Seller in excess of $250,000100,000 annually; (xxt) is an agreement under which any Contract that prohibits the Company has advanced or loaned any other Person amounts exceeding $250,000termination thereof by a Seller; (xxiu) is a joint ventureany distribution, strategic alliance, joint development, partnership contract reseller or agency agreement or arrangement or other similar Contract; (v) any other such outstanding written commitment to enter into any agreement pursuant to which any Acquired Company holds an equity interest of the type described in a Personthe foregoing subsections of this Section 3.8.1; and (xxiiw) is an agreement to which any Governmental Entity is a partyeach amendment, supplement and modification in respect of each of the foregoing.

Schedule 3. 10(a19(a) contains a list as of the Agreement Date of each Contract pursuant an accurate and complete list, and Seller has delivered to which any Acquired Company has any executory rights or obligations thatBuyer accurate and complete copies, of: (i) the Company reasonably anticipates will involve future aggregate annual payments (excluding face each Seller Contract that involves performance of services or delivery of goods or materials by Seller of an amount or value in excess of incentive payments or funds used for purchase of non-cash incentive rewards) or revenue by or to any Acquired Company of more than $750,000 (including without limitation the Acquired Companies' top 10 U.S. corporate solutions clients and top 25 U.S. consumer solutions clients (measured by revenue)) and cannot be cancelled by such Acquired Company with less than thirty-one (31) days’ notice20,000; (ii) is a lease each Seller Contract that involves performance of personal property involving annual payments by any Acquired Company services or delivery of greater than goods or materials to Seller of an amount or value in excess of $250,00020,000; (iii) is an agreement pursuant to which any Acquired Company is lessor, lessee, sublessor, or sublessee or otherwise occupies or otherwise uses any real property (the “Real Property Leases”); (iv) creates a partnership or joint venture; (v) is an active sales representative or agency agreement; (vi) is an employment agreement to which any Acquired Company is a party each Seller Contract that is was not terminable at will or contains any written severance obligation, or an agreement with officers, employees or consultants of the Company involving annual payments by the Company in excess of $250,000; (vii) is an agreement with any officer, director, Stockholder, or any Affiliate or Related Party thereof, of any Acquired Company, other than a Benefit Plan; (viii) restricts any Acquired Company from engaging, or competing with any Person, in any line of business in any geographic area; (ix) is with an Affiliate of any Acquired Company (other than any other Acquired Company); (x) relates to the acquisition or disposition, since January 1, 2011, of any business (whether by merger, sale of capital stock, sale of assets or otherwise) or the disposition of any material assets of the Company (other than in the Ordinary Course of Business), other than contract where the applicable acquisition or disposition has been consummated and there are no obligations (contingent or otherwise) remaining; (xi) relates to Indebtedness; (xii) is a collective bargaining agreement (or similar labor contract) covering any Employee; (xiii) imposes any confidentiality, standstill, or similar obligation on any Acquired Company, except for those entered into in the Ordinary Course of Business and that involves expenditures or receipts of Seller in connection with this Agreement or with the sale process leading up to the Transactions and any prior acquisition or sale processesexcess of $20,000); (xiviv) grants any exclusive marketingeach Seller Contract affecting the ownership of, salesleasing of, title to, use of, or distribution rights to any third partyleasehold or other interest in any real property; (xvv) is each Seller Contract with any labor union or other employee representative of a guarantygroup of employees relating to wages, warrantyhours, and other conditions of employment; (vi) each Seller Contract involving a sharing of profits, losses, costs, or similar obligation liabilities by Seller with any other Person; (vii) each Seller Contract containing covenants that in any way purport to restrict Seller’s business activity or limit the Company freedom of Seller to engage in any kind line of business or natureto compete with any Person; (viii) each Seller Contract providing for payments to or by any Person based on sales, purchases, or profits, other than warranty provisions contained direct payments for goods; (ix) each power of attorney of Seller that is currently (or could become in customer contractsthe future) effective and outstanding; (x) each Seller Contract for capital expenditures by Seller in excess of $20,000; (xi) each Seller Contract not denominated in Dollars; (xii) each written warranty, guaranty, or other similar instruments undertaking with respect to contractual performance extended by Seller other than in the its Ordinary Course of Business; (xvixiii) is an agreement that requires a payment thereunder upon, or in connection with, the consummation form of Seller’s standard warranty terms and the Transactions; (xvii) involves the license or sublicense of Intellectual Property owned by or licensed to warranties for any Acquired Company, except for those relating to commercial off-the-shelf software or otherwise contract entered into in the Ordinary Course of Business; (xviii) contains a right Business of first refusal, first offer or first negotiation in favor of any third party; (xix) is an agreement for the purchase by the Company of equipment or services involving outstanding commitments in excess of $250,000; (xx) is an agreement under which the Company has advanced or loaned any other Person amounts exceeding $250,000; (xxi) is a joint venture, strategic alliance, joint development, partnership contract or agreement or arrangement or any other such agreement pursuant to which any Acquired Company holds an equity interest in a PersonSeller; and (xxiixiv) is an agreement to which each amendment, supplement, and modification (whether oral or written) in respect of any Governmental Entity is a partyof the foregoing.