Common use of Company Contracts Clause in Contracts

Company Contracts. Except as set forth in Schedule 3.19.1, none of the Companies is a party to: (a) any bonus, deferred compensation, pension, severance, profit-sharing, equity compensation, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) any employment Contract or similar Contract with any current employee, manager, officer or consultant (or former employees, managers, officers and consultants to the extent there remain at the date hereof obligations to be performed by any Company); (c) any Company Contract for personal services or employment with a term of service or employment specified in the Contract or any Contract for personal services or employment in which any Company has agreed on the termination of such Contract to make any payments greater than those that would otherwise be imposed by Applicable Laws; (d) any Company Contract of guaranty for or indemnification of any other Person; (e) any Company Contract containing a covenant limiting or purporting to limit the freedom of any Company to compete with any Person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which any Company is lessee that involves, in the aggregate, payments of $50,000 or more per annum, or of $150,000 or more for the remaining term of the Company Lease or is material to the conduct of any Company's business; (g) any joint venture, teaming, subcontract or profit-sharing Company Contract or similar Contract; (h) except for trade Indebtedness incurred in the Ordinary Course of Business and equipment leases entered into in the Ordinary Course of Business, any loan or credit Contract providing for the extension of credit to any Company or any instrument evidencing or related in any way to Indebtedness incurred in the acquisition of any Person or Indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guaranty, or otherwise that individually is in the amount of $50,000 or more; (i) any license Contract, either as licensor or licensee, involving payments (including past payments) of $50,000 in the aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's representative, or sales agency or any other similar material Contract; (j) any Company Contract granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any Company Contract or arrangement providing for the payment of any commission or similar payment based on sales or contract awards other than to employees of any Company; (l) except in the Ordinary Course of Business, any Company Contract for the sale by any Company of materials, products, services or supplies that involves future payments to any Company of more than $50,000 per annum or $150,000 or more in the aggregate; (m) except for Company Leases and in the Ordinary Course of Business, any Company Contract for the purchase by any Company of any materials, equipment, services, or supplies that either (i) involves a binding commitment by the Company to make future payments in excess of $50,000 per annum or $150,000 or more in the aggregate and cannot be terminated by the Company without penalty upon 30 days or less notice or (ii) was not entered into in the Ordinary Course of Business; (n) any Company Contract or arrangement with any third Person for such third Person to develop any intellectual property or other asset expected to be used or currently used or useful in any Company's business; (o) any Company Contract or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by any Company that involves future payments by it of more than $50,000 per annum or $150,000 or more in the aggregate; (p) any Company Contract or commitment to which current or former directors, managers, officers or Affiliates of any Company (or directors, managers or officers of an Affiliate of any Company) are also parties; (q) except in the Ordinary Course of Business, any Company Contract not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company of more than $50,000 per annum or $150,000 or more in the aggregate, other than the Company Leases; (r) any Company Contract not described above that was not made in the Ordinary Course of Business and is material to any Company's financial condition, business, operations, assets or results of operations; (s) any Company Contract that provides for any continuing or future obligation of any Company, involving Liability of any Company of more than $50,000 per annum or $150,000 or more in the aggregate, including any continuing representation or warranty and any indemnification obligation, in connection with the acquisition or disposition of any business or material portion of the assets of any Company; or (t) any Company Contract that provides any Person with "change of control," "retention" or "exit" payment rights or benefits or similar rights or benefits, whether or not in respect to the consummation of the Closing or other Transactions.

Company Contracts. (a) Except as set forth in Schedule 3.19.12.13(a), none the Company has made available to Parent in the Dataroom true, complete and accurate copies of each of the Companies following current Contracts to which the Company is a party to: (a) any bonus, deferred compensation, pension, severance, profit-sharing, equity compensation, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) any employment Contract or similar Contract with any current employee, manager, officer or consultant (or former employees, managers, officers and consultants to the extent there remain at the date hereof obligations to be performed by any Company); (c) any Company Contract for personal services or employment with a term of service or employment specified in the Contract or any Contract for personal services or employment in which any Company has agreed on the termination of such Contract to make any payments greater than those that would otherwise be imposed by Applicable Laws; (d) any Company Contract of guaranty for or indemnification of any other Person; (e) any Company Contract containing a covenant limiting or purporting to limit the freedom of any Company to compete with any Person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which any Company is lessee that involves, in the aggregate, payments of $50,000 or more per annum, or of $150,000 or more for the remaining term of the Company Lease or is material to the conduct of any Company's business; (g) any joint venture, teaming, subcontract or profit-sharing Company Contract or similar Contract; (h) except for trade Indebtedness incurred in the Ordinary Course of Business and equipment leases entered into in the Ordinary Course of Business, any loan or credit Contract providing for the extension of credit to any Company or any instrument evidencing or related in any way to Indebtedness incurred in the acquisition of any Person or Indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guaranty, or otherwise that individually is in the amount of $50,000 obligated under or more;by which they or their properties or assets are bound: (i) any license Contract, either as licensor or licensee, involving payments Employment Agreement; (including past paymentsii) of $50,000 in the aggregate or more, or any material distributoragency, dealer, resellerdistributor, franchise, manufacturer's sales representative, marketing or sales agency or any other similar material Contract; (j) any Company Contract granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any Company Contract or arrangement providing for the payment of any commission or similar payment based on sales or contract awards other than to employees of any Company; (l) except in the Ordinary Course of Business, any Company Contract for the sale by any Company of materials, products, services or supplies that which involves future payments to any Company of more than $50,000 per annum or $150,000 or more in the aggregate; (m) except for Company Leases and in the Ordinary Course of Business, any Company Contract for the purchase by any Company of any materials, equipment, services, or supplies that either (i) involves a binding commitment by the Company to make future aggregate payments in excess of $50,000 per annum or $150,000 which grants exclusivity to any such agency, dealer, distributor, sales representative, or more in the aggregate and cannot be terminated by the Company without penalty upon 30 days or less notice or (ii) was not entered into in the Ordinary Course of Businessother Person; (niii) any each Company Contract or arrangement with any third Person for such third Person to develop any intellectual property or other asset expected to be used or currently used or useful in any Company's businessEmployee Plan; (oiv) any lease of personal property having aggregate annual rental payments in excess of $25,000; (v) any Contract whereby the Company has guaranteed or otherwise agreed to cause, insure or become liable for, or pledged any of its assets to secure, the performance or payment of, any obligation or other liability of any Person; (vi) any Contract containing any covenant limiting the freedom of the Company or commitment for the acquisition, construction any of its Affiliates to (A) engage in any line of business or sale of fixed assets owned in any geographic territory or to be owned by compete with any Company that involves Person, or which grants to any Person any exclusivity with respect to any geographic territory, any customer, or any product or service or (B) solicit for employment, hire or employ any Person; (vii) any Contract relating to capital expenditures and involving future payments by it in excess of more than $25,000 in any individual case or $50,000 per annum or $150,000 or more in the aggregate; (pviii) any Company Contract or commitment relating to which current or former directors, managers, officers or Affiliates of any Company (or directors, managers or officers of an Affiliate of any Company) are also parties; (q) except in the Ordinary Course of Business, any Company Contract not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company of more than $50,000 per annum or $150,000 or more in the aggregate, other than the Company Leases; (r) any Company Contract not described above that was not made in the Ordinary Course of Business and is material to any Company's financial condition, business, operations, assets or results of operations; (s) any Company Contract that provides for any continuing or future obligation of any Company, involving Liability of any Company of more than $50,000 per annum or $150,000 or more in the aggregate, including any continuing representation or warranty and any indemnification obligation, in connection with the acquisition or disposition of assets or any interest in any business or material portion enterprise outside the ordinary course of the assets Company’s business; (ix) any Contract relating to the borrowing of money or the extension of credit or any Indebtedness or Lien (other than Permitted Liens) or capital lease; (x) any unpaid or unperformed purchase order or Contract (including for services) involving in excess of $25,000 in any individual case or $50,000 in the aggregate with any single counterparty; (xi) any Contract with any Person to deliver products or services, which are necessary for the Company’s continuity of the services with respect to the Company Products; (xii) any Contract pursuant to which the Company has agreed to provide “most favored nation” pricing or other similar terms and conditions to any Person with respect to the Company’s sale, distribution, license or support of any CompanyCompany Products; (xiii) each Lease; or (txiv) any Contract (including any license agreement) entered into in relation to the settlement or other disposition of any claim by or against the Company Contract that provides any Person with "change of control," "retention" or "exit" payment rights or benefits or similar rights or benefits, whether or not in respect to alleged infringement or misappropriation of Intellectual Property rights. (b) Each Material Contract is in full force and effect and is valid, binding and enforceable in accordance with its terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the consummation enforcement of creditors’ rights generally and by general principles of equity). The Company is in compliance in all material respects with and have not breached, violated or defaulted under, or received written notice or, to the Company’s Knowledge, any other notice that they have breached, violated or defaulted under, in any material respect, any of the Closing terms or other Transactionsconditions of any Material Contract, nor to the Company’s Knowledge has there occurred any event or occurrence that would constitute such a material breach, violation or default (with or without the lapse of time, giving of notice or both) or any default by any third Person. The Company has made available to Parent accurate and complete copies of all Material Contracts.

Company Contracts. Except as set forth in on Schedule 3.19.1, none of the Companies Company is not a party to: (a) any bonus, deferred compensation, pension, severance, profit-sharing, equity compensationstock option, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) any employment Contract or similar Contract with any current employee, managerofficer, officer director or consultant (or former employees, managersofficers, officers directors and consultants to the extent there remain at the date hereof obligations to be performed by any the Company); (c) any Company Contract for personal services or employment with a term of service or employment specified in the Contract or any Contract for personal services or employment in which any the Company has agreed on the termination of such Contract to make any payments greater than those that would otherwise be imposed by Applicable Laws; (d) any Company Contract of guaranty for guarantee or indemnification of any other Personindemnification; (e) any Company Contract containing a covenant limiting or purporting to limit the freedom of any the Company to compete with any Person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which any the Company is lessee that involves, in the aggregate, payments of $50,000 25,000 or more per annum, or of $150,000 50,000 or more for the remaining term of the Company Lease or is material to the conduct of any the Company's business; (g) any joint venture, teaming, subcontract venture or profit-sharing Company Contract or similar ContractContract ; (h) except for trade Indebtedness indebtedness incurred in the Ordinary Course ordinary course of Business business and equipment leases entered into in the Ordinary Course ordinary course of Businessbusiness, any loan or credit Contract providing for the extension of credit to any the Company or any instrument evidencing or related in any way to Indebtedness indebtedness incurred in the acquisition of any Person companies or Indebtedness other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantyguarantee, or otherwise that individually is in the amount of $50,000 25,000 or more; (i) any license Contract, either as licensor or licensee, involving payments (including past payments) of $50,000 25,000 in the aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's representative, or sales agency or any other similar material Contract; (j) any Company Contract granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any Company Contract or arrangement providing for the payment of any commission or similar payment based on sales or contract awards other than to employees of any the Company; (l) except in the Ordinary Course of Business, any Company Contract for the sale by any the Company of materials, products, services or supplies that involves future payments to any the Company of more than $50,000 per annum or $150,000 or more in the aggregate25,000; (m) except for other than the Company Leases and in the Ordinary Course of BusinessLeases, any Company Contract for the purchase by any the Company of any materials, equipment, services, or supplies that either (i) involves a binding commitment by the Company to make future payments in excess of $50,000 per annum or $150,000 or more in the aggregate 25,000 and cannot be terminated by the Company it without penalty upon 30 days or less notice or (ii) was not entered into in the Ordinary Course ordinary course of Businessbusiness; (n) any Company Contract or arrangement with any third Person for such third Person party to develop any intellectual property or other asset expected to be used or currently used or useful in any the Company's business; (o) any Company Contract or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by any the Company that involves future payments by it of more than $50,000 per annum or $150,000 or more in the aggregate25,000; (p) any Company Contract or commitment to which current or former directors, managers, officers or Affiliates of any the Company (or directors, managers directors or officers of an Affiliate of any the Company) are also parties; (q) except in the Ordinary Course of Business, any Company Contract not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company of more than $50,000 per annum or $150,000 or more in the aggregate100,000, other than the Company Leases; (r) any Company Contract not described above that was not made in the Ordinary Course ordinary course of Business business and that is material to any the Company's financial condition, business, operations, assets or assets, results of operations;; or (s) any Company Contract that provides for any continuing or future obligation of any the Company, involving Liability of any the Company of more than $50,000 per annum 25,000, actual or $150,000 or more in the aggregatecontingent, including any continuing representation or warranty and any indemnification obligation, in connection with the acquisition or disposition of any business or material portion assets of the assets of any Company; or (t) any Company Contract that provides any Person with "change of control," "retention" or "exit" payment rights or benefits or similar rights or benefits, whether or not in respect to the consummation of the Closing or other Transactions.

Company Contracts. Except as set forth in on Schedule 3.19.1, none of the Companies Company is not a party to: (a) any bonus, deferred compensation, pension, severance, profit-sharing, equity compensation, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) any employment Contract or similar Contract with any current employee, managerofficer, officer manager or consultant (or former employees, managersofficers, officers managers and consultants to the extent there remain at the date hereof obligations to be performed by any the Company); (c) any Company Contract for personal services or employment with a term of service or employment specified in the Contract or any Contract for personal services or employment in which any the Company has agreed on the termination of such Contract to make any payments greater than those that would otherwise be imposed by Applicable Laws; (d) any Company Contract of guaranty for guarantee or indemnification of any other Personindemnification; (e) any Company Contract containing a covenant limiting or purporting to limit the freedom of any the Company to compete with any Person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which any the Company is lessee that involves, in the aggregate, payments of $50,000 10,000 or more per annum, or of $150,000 50,000 or more for the remaining term of the Company Lease or is material to the conduct of any the Company's ’s business; (g) any joint venture, teaming, subcontract venture or profit-sharing Company Contract or similar ContractContract ; (h) except for trade Indebtedness indebtedness incurred in the Ordinary Course ordinary course of Business business and equipment leases entered into in the Ordinary Course ordinary course of Businessbusiness, any loan or credit Contract providing for the extension of credit to any the Company or any instrument evidencing or related in any way to Indebtedness indebtedness incurred in the acquisition of any Person companies or Indebtedness other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantyguarantee, or otherwise that individually is in the amount of $50,000 10,000 or more; (i) any license Contract, either as licensor or licensee, involving payments (including past payments) of $50,000 10,000 in the aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's ’s representative, or sales agency or any other similar material Contract; (j) any Company Contract granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any Company Contract or arrangement providing for the payment of any commission or similar payment based on sales or contract awards other than to employees of any the Company; (l) except in the Ordinary Course of BusinessExcept as set forth on Schedule 3.26.1(a), any Company Contract for the sale by any the Company of materials, products, services or supplies that involves future payments to any the Company of more than $50,000 per annum or $150,000 or more in the aggregate10,000; (m) except for other than the Company Leases and in the Ordinary Course of BusinessLeases, any Company Contract for the purchase by any the Company of any materials, equipment, services, or supplies that either (i) involves a binding commitment by the Company to make future payments in excess of $50,000 per annum or $150,000 or more in the aggregate 10,000 and cannot be terminated by the Company it without penalty upon 30 days or less notice or (ii) was not entered into in the Ordinary Course ordinary course of Businessbusiness; (n) any Company Contract or arrangement with any third Person for such third Person party to develop any intellectual property or other asset expected to be used or currently used or useful in any the Company's ’s business; (o) any Company Contract or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by any the Company that involves future payments by it of more than $50,000 per annum or $150,000 or more in the aggregate10,000; (p) any Company Contract or commitment to which current or former directors, managers, officers or Affiliates of any the Company (or directors, managers or officers of an Affiliate of any the Company) are also parties; (q) except in the Ordinary Course of Business, any Company Contract not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company of more than $50,000 per annum or $150,000 or more in the aggregate25,000, other than the Company Leases; (r) any Company Contract not described above that was not made in the Ordinary Course ordinary course of Business business and that is material to any the Company's ’s financial condition, business, operations, assets assets, or results of operations;; or (s) any Company Contract that provides for any continuing or future obligation of any the Company, involving Liability of any the Company of more than $50,000 per annum 25,000, actual or $150,000 or more in the aggregatecontingent, including any continuing representation or warranty and any indemnification obligation, in connection with the acquisition or disposition of any business or material portion assets of the assets of any Company; or (t) any Company Contract that provides any Person with "change of control," "retention" or "exit" payment rights or benefits or similar rights or benefits, whether or not in respect to the consummation of the Closing or other Transactions.

Company Contracts. Except as set forth in on Schedule 3.19.1, none of the Companies Company is not a party to: (a) any bonus, deferred compensation, pension, severance, profit-sharing, equity compensation, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) any employment Contract or similar Contract with any current employee, managerofficer, officer manager or consultant (or former employees, managersofficers, officers managers and consultants to the extent there remain at the date hereof obligations to be performed by any the Company); (c) any Company Contract for personal services or employment with a term of service or employment specified in the Contract or any Contract for personal services or employment in which any the Company has agreed on the termination of such Contract to make any payments greater than those that would otherwise be imposed by Applicable Laws; (d) any Company Contract of guaranty for guarantee or indemnification of any other Personindemnification; (e) any Company Contract containing a covenant limiting or purporting to limit the freedom of any the Company to compete with any Person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which any the Company is lessee that involves, in the aggregate, payments of $50,000 75,000 or more per annum, or of $150,000 125,000 or more for the remaining term of the Company Lease or is material to the conduct of any the Company's ’s business; (g) any joint venture, teaming, subcontract venture or profit-sharing Company Contract or similar ContractContract ; (h) except for trade Indebtedness indebtedness incurred in the Ordinary Course of Business and equipment leases entered into in the Ordinary Course of Business, any loan or credit Contract providing for the extension of credit to any the Company or any instrument evidencing or related in any way to Indebtedness indebtedness incurred in the acquisition of any Person companies or Indebtedness other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantyguarantee, or otherwise that individually is in the amount of $50,000 75,000 or more; (i) any license Contract, either as licensor or licensee, involving payments (including past payments) of $50,000 75,000 in the aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's ’s representative, or sales agency or any other similar material Contract; (j) any Company Contract granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any Company Contract or arrangement providing for the payment of any commission or similar payment based on sales or contract awards other than to employees of any the Company; (l) except in the Ordinary Course of Business, any Company Contract for the sale by any the Company of materials, products, services or supplies that involves future payments to any the Company of more than $50,000 per annum or $150,000 or more in the aggregate100,000; (m) except for Company Leases and in the Ordinary Course of Business, any Company Contract for the purchase by any the Company of any materials, equipment, services, or supplies that either (i) involves a binding commitment by the Company to make future payments in excess of $50,000 per annum or $150,000 or more in the aggregate and cannot be terminated by the Company it without penalty upon 30 days or less notice or (ii) was not entered into in the Ordinary Course of Business; (n) any Company Contract or arrangement with any third Person for such third Person to develop any intellectual property or other asset expected to be used or currently used or useful in any the Company's ’s business; (o) any Company Contract or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by any the Company that involves future payments by it of more than $50,000 per annum or $150,000 or more in the aggregate100,000; (p) any Company Contract or commitment to which current or former directors, managers, officers or Affiliates of any the Company (or directors, managers or officers of an Affiliate of any the Company) are also parties; (q) except in the Ordinary Course of Business, any Company Contract not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company of more than $50,000 per annum or $150,000 or more in the aggregate100,000, other than the Company Leases; (r) any Company Contract not described above that was not made in the Ordinary Course of Business and that is material to any the Company's ’s financial condition, business, operations, assets assets, or results of operations;; or (s) any Company Contract that provides for any continuing or future obligation of any the Company, involving Liability of any the Company of more than $50,000 per annum 100,000, actual or $150,000 or more in the aggregatecontingent, including any continuing representation or warranty and any indemnification obligation, in connection with the acquisition or disposition of any business or material portion of the assets of any the Company; or (t) any Company Contract that provides any Person with "change of control," "retention" or "exit" payment rights or benefits or similar rights or benefits, whether or not in respect to the consummation of the Closing or other Transactions.

Company Contracts. Except as set forth in on Schedule 3.19.1, none of the Companies Company is not a party to: (a) any bonus, deferred compensation, pension, severance, profit-sharing, equity compensationstock option, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) any employment Contract or similar Contract with any current employee, managerofficer, officer director or consultant (or former employees, managersofficers, officers directors and consultants to the extent there remain at the date hereof obligations to be performed by any the Company); (c) any Company Contract for personal services or employment with a term of service or employment specified in the Contract or any Contract for personal services or employment in which any the Company has agreed on the termination of such Contract to make any payments greater than those that would otherwise be imposed by Applicable Laws; (d) any Company Contract of guaranty for guarantee or indemnification of any other Personindemnification; (e) any Company Contract containing a covenant limiting or purporting to limit the freedom of any the Company to compete with any Person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which any the Company is lessee that involves, in the aggregate, payments of $50,000 10,000 or more per annum, or of $150,000 50,000 or more for the remaining term of the Company Lease or is material to the conduct of any the Company's business; (g) any joint venture, teaming, subcontract venture or profit-sharing Company Contract or similar ContractContract ; (h) except for trade Indebtedness indebtedness incurred in the Ordinary Course ordinary course of Business business and equipment leases entered into in the Ordinary Course ordinary course of Businessbusiness, any loan or credit Contract providing for the extension of credit to any Company or any instrument evidencing or related in any way to Indebtedness incurred in the acquisition of any Person or Indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guaranty, or otherwise that individually is in the amount of $50,000 or more;Contract (i) any license Contract, either as licensor or licensee, involving payments (including past payments) of $50,000 10,000 in the aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's representative, or sales agency or any other similar material Contract; (j) any Company Contract granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any Company Contract or arrangement providing for the payment of any commission or similar payment based on sales or contract awards other than to employees of any the Company; (l) except in the Ordinary Course of Business, any Company Contract for the sale by any the Company of materials, products, services or supplies that involves future payments to any the Company of more than $50,000 per annum or $150,000 or more in the aggregate10,000; (m) except for Company Leases and in the Ordinary Course of Business, any Company Contract for the purchase by any the Company of any materials, equipment, services, or supplies that either (i) involves a binding commitment by the Company to make future payments in excess of $50,000 per annum or $150,000 or more in the aggregate 10,000 and cannot be terminated by the Company it without penalty upon fewer than 30 days or less days' notice or (ii) was not entered into in the Ordinary Course ordinary course of Businessbusiness; (n) any Company Contract or arrangement with any third Person for such third Person party to develop any intellectual property or other asset expected to be used or currently used or useful in any the Company's business; (o) any Company Contract or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by any the Company that involves future payments by it of more than $50,000 per annum or $150,000 or more in the aggregate10,000; (p) any Company Contract or commitment to which current or former directors, managers, officers or Affiliates of any the Company (or directors, managers directors or officers of an Affiliate of any the Company) are also parties; (q) except in the Ordinary Course of Business, any Company Contract not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company of more than $50,000 per annum or $150,000 or more in the aggregate25,000, other than the Company Leases; (r) any Company Contract not described above that was not made in the Ordinary Course ordinary course of Business business and that is material to any the Company's financial condition, business, operations, assets or assets, results of operations;operations or prospects; or (s) any Company Contract that provides for any continuing or future obligation of any the Company, involving Liability of any the Company of more than $50,000 per annum or $150,000 or more in the aggregate10,000, including any continuing representation or warranty and any indemnification obligation, in connection with the acquisition or disposition of any business or material portion of the assets of any Company; actual or (t) any Company Contract that provides any Person with "change of control," "retention" or "exit" payment rights or benefits or similar rights or benefits, whether or not in respect to the consummation of the Closing or other Transactions.

Company Contracts. Except as set forth in on Schedule 3.19.1, none of the Companies Company is not a party to: : (a) any bonus, deferred compensation, pension, severance, profit-sharing, equity compensationstock option, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; ; (b) any employment Contract or similar Contract with any current employee, managerofficer, officer director or consultant (or former employees, managersofficers, officers directors and consultants to the extent there remain at the date hereof obligations to be performed by any the Company); ; (c) any Company Contract for personal services or employment with a term of service or employment specified in the Contract or any Contract for personal services or employment in which any the Company has agreed on the termination of such Contract to make any payments greater than those that would otherwise be imposed by Applicable Laws; ; (d) any Company Contract of guaranty for guarantee or indemnification of any other Person; indemnification; (e) any Company Contract containing a covenant limiting or purporting to limit the freedom of any the Company to compete with any Person in any geographic area or to engage in any line of business; ; (f) any lease other than the Company Leases under which any the Company is lessee that involves, in the aggregate, payments of $50,000 25,000 or more per annum, or of $150,000 50,000 or more for the remaining term of the Company Lease or is material to the conduct of any the Company's business; ; (g) any joint venture, teaming, subcontract venture or profit-sharing Company Contract or similar Contract; Contract ; (h) except for trade Indebtedness indebtedness incurred in the Ordinary Course ordinary course of Business business and equipment leases entered into in the Ordinary Course ordinary course of Businessbusiness, any loan or credit Contract providing for the extension of credit to any the Company or any instrument evidencing or related in any way to Indebtedness indebtedness incurred in the acquisition of any Person companies or Indebtedness other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantyguarantee, or otherwise that individually is in the amount of $50,000 25,000 or more; ; (i) any license Contract, either as licensor or licensee, involving payments (including past payments) of $50,000 25,000 in the aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's representative, or sales agency or any other similar material Contract; ; (j) any Company Contract granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; ; -17- (k) any Company Contract or arrangement providing for the payment of any commission or similar payment based on sales or contract awards other than to employees of any the Company; ; (l) except in the Ordinary Course of Business, any Company Contract for the sale by any the Company of materials, products, services or supplies that involves future payments to any the Company of more than $50,000 per annum or $150,000 or more in the aggregate; 25,000; (m) except for other than the Company Leases and in the Ordinary Course of BusinessLeases, any Company Contract for the purchase by any the Company of any materials, equipment, services, or supplies that either (i) involves a binding commitment by the Company to make future payments in excess of $50,000 per annum or $150,000 or more in the aggregate 25,000 and cannot be terminated by the Company it without penalty upon 30 days or less notice or (ii) was not entered into in the Ordinary Course ordinary course of Business; business; (n) any Company Contract or arrangement with any third Person for such third Person party to develop any intellectual property or other asset expected to be used or currently used or useful in any the Company's business; ; (o) any Company Contract or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by any the Company that involves future payments by it of more than $50,000 per annum or $150,000 or more in the aggregate; 25,000; (p) any Company Contract or commitment to which current or former directors, managers, officers or Affiliates of any the Company (or directors, managers directors or officers of an Affiliate of any the Company) are also parties; ; (q) except in the Ordinary Course of Business, any Company Contract not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company of more than $50,000 per annum or $150,000 or more in the aggregate100,000, other than the Company Leases; ; (r) any Company Contract not described above that was not made in the Ordinary Course ordinary course of Business business and that is material to any the Company's financial condition, business, operations, assets or assets, results of operations; ; or (s) any Company Contract that provides for any continuing or future obligation of any the Company, involving Liability of any the Company of more than $50,000 per annum 25,000, actual or $150,000 or more in the aggregatecontingent, including any continuing representation or warranty and any indemnification obligation, in connection with the acquisition or disposition of any business or material portion assets of the assets of any Company; or (t) any Company Contract that provides any Person with "change of control," "retention" or "exit" payment rights or benefits or similar rights or benefits, whether or not in respect to the consummation of the Closing or other Transactions.

Company Contracts. Except as set forth in on Schedule 3.19.1, none of the Companies Company is not a party to: (a) any bonus, commission, deferred compensation, pension, severance, profit-sharing, equity compensationstock option, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) any employment Contract or similar Contract with any current employee, managerofficer, officer director or consultant (or former employees, managersofficers, officers directors and consultants to the extent there remain at the date hereof obligations to be performed by any the Company); (c) any Company Contract for personal services or employment with a term of service or employment specified in the Contract or any Contract for personal services or employment in which any the Company has agreed on the termination of such Contract to make any payments greater than those that would otherwise be imposed by Applicable Laws; (d) any Company Contract of guaranty for guarantee or indemnification of any other Personindemnification; (e) any Company Contract containing a covenant limiting or purporting to limit the freedom of any the Company to compete with any Person in any geographic area or to engage in any line of business; (f) any lease other than the Company Leases under which any the Company is lessee that involves, in the aggregate, payments of $50,000 25,000 or more per annum, or of $150,000 50,000 or more for the remaining term of the Company Lease or is material to the conduct of any the Company's ’s business; (g) any joint venture, teaming, subcontract venture or profit-sharing Company Contract or similar Contract; (h) except for trade Indebtedness indebtedness incurred in the Ordinary Course ordinary course of Business business and equipment leases entered into in the Ordinary Course ordinary course of Businessbusiness, any loan or credit Contract providing for the extension of credit to any the Company or any instrument evidencing or related in any way to Indebtedness indebtedness incurred in the acquisition of any Person companies or Indebtedness other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantyguarantee, or otherwise that individually is in the amount of $50,000 10,000 or more; (i) any license Contract, either as licensor or licensee, involving payments (including past payments) of $50,000 10,000 in the aggregate or more, or any material distributor, dealer, reseller, franchise, manufacturer's ’s representative, or sales agency or any other similar material Contract; (j) any Company Contract granting exclusive rights to, or providing for the sale of, all or any portion of the Company Proprietary Rights; (k) any Company Contract or arrangement providing for the payment of any commission or similar payment based on sales or contract awards other than to employees of any the Company; (l) except in the Ordinary Course of Business, any Company Contract for the sale by any the Company of materials, products, services or supplies that involves future payments to any the Company of more than $50,000 per annum or $150,000 or more in the aggregate25,000; (m) except for Company Leases and in the Ordinary Course of Business, any Company Contract for the purchase by any the Company of any materials, equipment, services, or supplies that either (i) involves a binding commitment by the Company to make future payments in excess of $50,000 per annum or $150,000 or more in the aggregate 10,000 and cannot be terminated by the Company it without penalty upon fewer than 30 days or less days’ notice or (ii) was not entered into in the Ordinary Course ordinary course of Businessbusiness; (n) any Company Contract or arrangement with any third Person for such third Person party to develop any intellectual property or other asset expected to be used or currently used or useful in any the Company's ’s business; (o) any Company Contract or commitment for the acquisition, construction or sale of fixed assets owned or to be owned by any the Company that involves future payments by it of more than $50,000 per annum or $150,000 or more in the aggregate25,000; (p) any Company Contract or commitment to which current or former directors, managers, officers or Affiliates of any the Company (or directors, managers directors or officers of an Affiliate of any the Company) are also parties; (q) except in the Ordinary Course of Business, any Company Contract not described above (ignoring, solely for this purpose, any dollar amount thresholds in those descriptions) involving the payment or receipt by the Company of more than $50,000 per annum or $150,000 or more in the aggregate25,000, other than the Company Leases; (r) any Company Contract not described above that was not made in the Ordinary Course ordinary course of Business business and that is material to any the Company's ’s financial condition, business, operations, assets or results of operations;; or (s) any Company Contract that provides for any continuing or future obligation of any the Company, involving Liability of any the Company of more than $50,000 per annum 10,000, actual or $150,000 or more in the aggregatecontingent, including any continuing representation or warranty and any indemnification obligation, in connection with the acquisition or disposition of any business or material portion assets of the assets of any Company; or (t) any Company Contract that provides any Person with "change of control," "retention" or "exit" payment rights or benefits or similar rights or benefits, whether or not in respect to the consummation of the Closing or other Transactions.