Common use of Company Contracts Clause in Contracts

Company Contracts. (a) Schedule 2.15(a) sets forth each Company Contract in the following categories (to the extent that any such Company Contracts are not Immaterial Contracts): (i) any fidelity or surety bond or completion bond; (ii) any Contract of indemnification or guaranty to any Person, except for indemnification obligations that arise from (a) standard terms and conditions for the sale of Company Products and (b) license contracts that were disclosed pursuant to Section 2.13 above; (iii) any Contract containing any covenant limiting the freedom of the Company or any Subsidiary to engage in any line of business or in any geographic territory or to compete with any Person, or which grants to any Person any exclusivity to any geographic territory, any Customer, or any product or service; (iv) any Contract relating to capital expenditures and involving future payments in excess of $25,000; (v) any Contract relating to the disposition of assets or any interest in any business enterprise outside the ordinary course of business or any Contract relating to the acquisition of assets or any interest in any business enterprise outside the ordinary course of business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of credit; (vii) any unpaid or unperformed purchase order or customer or supplier contract (including for services) involving $25,000 or more; (viii) any dealer, distribution, joint marketing, development, content provider, destination site or merchant Contract; (ix) any joint venture, partnership, strategic alliance or other Contract involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (x) any Contract pursuant to which the Company or any Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to Use or acquire source code, including any Contracts which provide for source code escrow arrangements; (xi) any Contract pursuant to which the Company or any Subsidiary has advanced or loaned any amount to any Stockholder of the Company or any director, Employee, or consultant thereof or of any Subsidiary, other than business expense advances in the ordinary course of business; (xii) any Contract pursuant to which products or services are provided to a federal Governmental Entity; (xiii) any licenses, sublicenses and other agreements pursuant to which any Person (other than the Company or a Subsidiary) is authorized to Use any of the Company Intellectual Property or exercise any rights with respect thereto; (xiv) any Contract that would entitle any Person to receive a license or any other right to Intellectual Property of Parent or any of Parent’s Affiliates following the Effective Time; or (xv) any Contract pursuant to which the Company agreed to provide “most favored nation” pricing or others terms and conditions to any Person with respect to the Company’s sale, distribution, license or support of any Company Products or Services. (b) Each Company Contract required to be listed in Schedule 2.15(a) is in full force and effect and is valid, binding and enforceable in accordance with its terms in all material respects, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights and by general principles of equity. The Company and each of its Subsidiaries are in compliance in all material respects with and are not in material breach, violation or default under, or received written notice that they have materially breached, violated or defaulted under, any of the terms or conditions of any such Company Contract, nor does the Company have knowledge of 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 knowledge of any default by any third party. The Company has made available to Parent accurate and complete copies of all Company Contracts required to be listed on Schedule 2.15(a).

Company Contracts. Except as set forth on Schedule 3.19.1, the Company is not a party to: (a) Schedule 2.15(aany 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) sets forth each Company any employment Contract in the following categories with any current employee, officer, manager or consultant (or former employees, officers, managers and consultants to the extent that any such Company Contracts are not Immaterial Contracts): (i) any fidelity or surety bond or completion bondthere remain at the date hereof obligations to be performed by the Company); (iic) any Company Contract for personal services or employment with a term of indemnification service or guaranty employment specified in the Contract or any Contract for personal services or employment in which the Company has agreed on the termination of such Contract to make any Person, except for indemnification obligations payments greater than those that arise from (a) standard terms and conditions for the sale of Company Products and (b) license contracts that were disclosed pursuant to Section 2.13 abovewould otherwise be imposed by Applicable Laws; (iiid) any Company Contract of guarantee or indemnification; (e) any Company Contract containing any a covenant limiting or purporting to limit the freedom of the Company to compete with any Person in any geographic area or any Subsidiary to engage in any line of business business; (f) any lease other than the Company Leases under which the Company is lessee that involves, in the aggregate, payments of $75,000 or more per annum, or of $125,000 or more for the remaining term of the Company Lease or is material to the conduct of the Company’s business; (g) any joint venture 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 the Company or any instrument evidencing or related in any geographic territory way to indebtedness incurred in the acquisition of companies or to compete with any Personother entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or which grants to otherwise that individually is in the amount of $75,000 or more; (i) any Person any exclusivity to any geographic territorylicense Contract, any Customereither as licensor or licensee, involving payments (including past payments) of $75,000 in the aggregate or more, or any product material distributor, dealer, reseller, franchise, manufacturer’s representative, or servicesales agency or any other similar material Contract; (ivj) any Company Contract relating 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 capital expenditures employees of the Company; (l) except in the Ordinary Course of Business, any Company Contract for the sale by the Company of materials, products, services or supplies that involves future payments to the Company of more than $100,000; (m) except for Company Leases and involving in the Ordinary Course of Business, any Company Contract for the purchase by 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 $25,00050,000 and cannot be terminated by it without penalty upon 30 days or less notice or (ii) was not entered into in the Ordinary Course of Business; (vn) any Company Contract relating 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 the disposition of assets or any interest in any business enterprise outside the ordinary course of business or any Contract relating to the acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (vio) any mortgagesCompany Contract or commitment for the acquisition, indentures, loans construction or credit agreements, security agreements sale of fixed assets owned or other agreements or instruments relating to be owned by the borrowing Company that involves future payments by it of money or the extension of creditmore than $100,000; (viip) any unpaid Company Contract or unperformed purchase order commitment to which current or customer former managers, officers or supplier contract Affiliates of the Company (including for servicesor directors, managers or officers of an Affiliate of the Company) involving $25,000 or moreare also parties; (viiiq) except in the Ordinary Course of Business, any dealerCompany Contract not described above (ignoring, distributionsolely for this purpose, joint marketing, development, content provider, destination site or merchant Contract; (ixany dollar amount thresholds in those descriptions) any joint venture, partnership, strategic alliance or other Contract involving the sharing of profits, losses, costs payment or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (x) any Contract pursuant to which receipt by the Company or any Subsidiary has granted or may be obligated to grant in the futureof more than $100,000, to any Person, a source code license or option or other right to Use or acquire source code, including any Contracts which provide for source code escrow arrangements; (xi) any Contract pursuant to which the Company or any Subsidiary has advanced or loaned any amount to any Stockholder of the Company or any director, Employee, or consultant thereof or of any Subsidiary, other than business expense advances in the ordinary course of business; (xii) any Contract pursuant to which products or services are provided to a federal Governmental Entity; (xiii) any licenses, sublicenses and other agreements pursuant to which any Person (other than the Company or a Subsidiary) is authorized to Use any of the Company Intellectual Property or exercise any rights with respect theretoLeases; (xivr) any Company Contract not described above that would entitle any Person was not made in the Ordinary Course of Business and that is material to receive a license the Company’s financial condition, business, operations, assets, or any other right to Intellectual Property results of Parent or any of Parent’s Affiliates following the Effective Timeoperations; or (xvs) any Company Contract pursuant to which that provides for any continuing or future obligation of the Company, involving Liability of the Company agreed to provide “most favored nation” pricing of more than $100,000, actual or others terms contingent, including any continuing representation or warranty and conditions to any Person indemnification obligation, in connection with respect to the disposition of any business or material portion of the assets of the Company’s sale, distribution, license or support of any Company Products or Services. (b) Each Company Contract required to be listed in Schedule 2.15(a) is in full force and effect and is valid, binding and enforceable in accordance with its terms in all material respects, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights and by general principles of equity. The Company and each of its Subsidiaries are in compliance in all material respects with and are not in material breach, violation or default under, or received written notice that they have materially breached, violated or defaulted under, any of the terms or conditions of any such Company Contract, nor does the Company have knowledge of 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 knowledge of any default by any third party. The Company has made available to Parent accurate and complete copies of all Company Contracts required to be listed on Schedule 2.15(a).

Company Contracts. (a) Except as set forth in Schedule 2.15(a) sets forth each 2.13(a), the Company Contract has made available to Parent in the Dataroom true, complete and accurate copies of each of the following categories (current Contracts to which the extent that any such Company Contracts is a party or otherwise obligated under or by which they or their properties or assets are not Immaterial Contracts):bound: (i) any fidelity or surety bond or completion bondEmployment Agreement; (ii) any material agency, dealer, distributor, sales representative, marketing or other similar Contract which involves aggregate payments in excess of indemnification $50,000 per annum or guaranty which grants exclusivity to any such agency, dealer, distributor, sales representative, or other Person, except for indemnification obligations that arise from (a) standard terms and conditions for the sale of Company Products and (b) license contracts that were disclosed pursuant to Section 2.13 above; (iii) each Company Employee Plan; (iv) 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 any Subsidiary of its Affiliates to (A) engage in any line of business or in any geographic territory or to compete with any Person, or which grants to any Person any exclusivity with respect to any geographic territory, any Customercustomer, or any product or serviceservice or (B) solicit for employment, hire or employ any Person; (ivvii) any Contract relating to capital expenditures and involving future payments in excess of $25,00025,000 in any individual case or $50,000 in the aggregate; (vviii) any Contract relating to the acquisition or disposition of assets or any interest in any business enterprise outside the ordinary course of business or any Contract relating to the acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (viix) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments Contract relating to the borrowing of money or the extension of creditcredit or any Indebtedness or Lien (other than Permitted Liens) or capital lease; (viix) any unpaid or unperformed purchase order or customer or supplier contract Contract (including for services) involving in excess of $25,000 in any individual case or more; (viii) any dealer, distribution, joint marketing, development, content provider, destination site or merchant Contract; (ix) any joint venture, partnership, strategic alliance or other Contract involving $50,000 in the sharing of profits, losses, costs or liabilities aggregate with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (x) any Contract pursuant to which the Company or any Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to Use or acquire source code, including any Contracts which provide for source code escrow arrangementssingle counterparty; (xi) any Contract pursuant with any Person to deliver products or services, which are necessary for the Company’s continuity of the services with respect to the Company or any Subsidiary has advanced or loaned any amount to any Stockholder of the Company or any director, Employee, or consultant thereof or of any Subsidiary, other than business expense advances in the ordinary course of businessProducts; (xii) any Contract pursuant to which products or services are provided to a federal Governmental Entity; (xiii) any licenses, sublicenses and other agreements pursuant to which any Person (other than the Company or a Subsidiary) is authorized to Use any of the Company Intellectual Property or exercise any rights with respect thereto; (xiv) any Contract that would entitle any Person to receive a license or any other right to Intellectual Property of Parent or any of Parent’s Affiliates following the Effective Time; or (xv) any Contract pursuant to which the Company has agreed to provide “most favored nation” pricing or others other similar terms and conditions to any Person with respect to the Company’s sale, distribution, license or support of any Company Products Products; (xiii) each Lease; or (xiv) any Contract (including any license agreement) entered into in relation to the settlement or Servicesother disposition of any claim by or against the Company with respect to alleged infringement or misappropriation of Intellectual Property rights. (b) Each Company Material Contract required to be listed in Schedule 2.15(a) is in full force and effect and is valid, binding and enforceable in accordance with its terms in all material respects, except as such enforceability may be (subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity). The Company and each of its Subsidiaries are is in compliance in all material respects with and are have not in material breachbreached, violation violated or default defaulted under, or received written notice or, to the Company’s Knowledge, any other notice that they have materially breached, violated or defaulted under, in any material respect, any of the terms or conditions of any such Company Material Contract, nor does to the Company have knowledge of 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 knowledge of any default by any third partyPerson. The Company has made available to Parent accurate and complete copies of all Company Contracts required to be listed on Schedule 2.15(a)Material Contracts.

Company Contracts. Except as set forth on Schedule 3.19.1, the Company is not a party to: (a) Schedule 2.15(aany bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) sets forth each Company any employment Contract in the following categories with any current employee, officer, director or consultant (or former employees, officers, directors and consultants to the extent that any such Company Contracts are not Immaterial Contracts): (i) any fidelity or surety bond or completion bondthere remain at the date hereof obligations to be performed by the Company); (iic) any Company Contract for personal services or employment with a term of indemnification service or guaranty employment specified in the Contract or any Contract for personal services or employment in which the Company has agreed on the termination of such Contract to make any Person, except for indemnification obligations payments greater than those that arise from (a) standard terms and conditions for the sale of Company Products and (b) license contracts that were disclosed pursuant to Section 2.13 abovewould otherwise be imposed by Applicable Laws; (iiid) any Company Contract of guarantee or indemnification; (e) any Company Contract containing any a covenant limiting or purporting to limit the freedom of the Company to compete with any Person in any geographic area or any Subsidiary to engage in any line of business business; (f) any lease other than the Company Leases under which the Company is lessee that involves, in the aggregate, payments of $10,000 or in any geographic territory or to compete with any Personmore per annum, or which grants of $50,000 or more for the remaining term of the Company Lease or is material to the conduct of the Company's business; (g) any Person any exclusivity to any geographic territoryjoint venture 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 Customerloan or credit Contract (i) any license Contract, either as licensor or licensee, involving payments (including past payments) of $10,000 in the aggregate or more, or any product material distributor, dealer, reseller, franchise, manufacturer's representative, or servicesales agency or any other similar material Contract; (ivj) any Company Contract relating 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 capital expenditures and involving employees of the Company; (l) any Company Contract for the sale by the Company of materials, products, services or supplies that involves future payments to the Company of more than $10,000; (m) any Company Contract for the purchase by 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 $25,000; 10,000 and cannot be terminated by it without penalty upon fewer than 30 days' notice or (vii) any Contract relating to the disposition of assets or any interest in any business enterprise outside the ordinary course of business or any Contract relating to the acquisition of assets or any interest in any business enterprise outside the ordinary course of business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of credit; (vii) any unpaid or unperformed purchase order or customer or supplier contract (including for services) involving $25,000 or more; (viii) any dealer, distribution, joint marketing, development, content provider, destination site or merchant Contract; (ix) any joint venture, partnership, strategic alliance or other Contract involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (x) any Contract pursuant to which the Company or any Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to Use or acquire source code, including any Contracts which provide for source code escrow arrangements; (xi) any Contract pursuant to which the Company or any Subsidiary has advanced or loaned any amount to any Stockholder of the Company or any director, Employee, or consultant thereof or of any Subsidiary, other than business expense advances was not entered into in the ordinary course of business; (xiin) any Company Contract pursuant or arrangement with any third Person for such third party to which products develop any intellectual property or services are provided other asset expected to a federal Governmental Entitybe used or currently used or useful in the Company's business; (xiiio) any licensesCompany Contract or commitment for the acquisition, sublicenses and other agreements pursuant construction or sale of fixed assets owned or to be owned by the Company that involves future payments by it of more than $10,000; (p) any Company Contract or commitment to which current or former directors, officers or Affiliates of the Company (or directors or officers of an Affiliate of the Company) are also parties; (q) any Person 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 $25,000, other than the Company or a Subsidiary) is authorized to Use any of the Company Intellectual Property or exercise any rights with respect theretoLeases; (xivr) any Company Contract not described above that would entitle any Person was not made in the ordinary course of business and that is material to receive a license the Company's financial condition, business, operations, assets, results of operations or any other right to Intellectual Property of Parent or any of Parent’s Affiliates following the Effective Timeprospects; or (xvs) any Company Contract pursuant to which that provides for any continuing or future obligation of the Company, involving Liability of the Company agreed to provide “most favored nation” pricing or others terms and conditions to any Person with respect to the Company’s saleof more than $10,000, distribution, license or support of any Company Products or Services. (b) Each Company Contract required to be listed in Schedule 2.15(a) is in full force and effect and is valid, binding and enforceable in accordance with its terms in all material respects, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights and by general principles of equity. The Company and each of its Subsidiaries are in compliance in all material respects with and are not in material breach, violation or default under, or received written notice that they have materially breached, violated or defaulted under, any of the terms or conditions of any such Company Contract, nor does the Company have knowledge of 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 knowledge of any default by any third party. The Company has made available to Parent accurate and complete copies of all Company Contracts required to be listed on Schedule 2.15(a).actual or

Company Contracts. Except as set forth on Schedule 3.19.1, the Company is not a party to: (a) Schedule 2.15(aany 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) sets forth each Company any employment Contract in the following categories with any current employee, officer, manager or consultant (or former employees, officers, managers and consultants to the extent that any such Company Contracts are not Immaterial Contracts): (i) any fidelity or surety bond or completion bondthere remain at the date hereof obligations to be performed by the Company); (iic) any Company Contract for personal services or employment with a term of indemnification service or guaranty employment specified in the Contract or any Contract for personal services or employment in which the Company has agreed on the termination of such Contract to make any Person, except for indemnification obligations payments greater than those that arise from (a) standard terms and conditions for the sale of Company Products and (b) license contracts that were disclosed pursuant to Section 2.13 abovewould otherwise be imposed by Applicable Laws; (iiid) any Company Contract of guarantee or indemnification; (e) any Company Contract containing any a covenant limiting or purporting to limit the freedom of the Company to compete with any Person in any geographic area or any Subsidiary to engage in any line of business; (f) any lease other than the Company Leases under which the Company is lessee that involves, in the aggregate, payments of $10,000 or more per annum, or of $50,000 or more for the remaining term of the Company Lease or is material to the conduct of the Company’s business; (g) any joint venture 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 the Company or any instrument evidencing or related in any geographic territory way to indebtedness incurred in the acquisition of companies or to compete with any Personother entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or which grants to otherwise that individually is in the amount of $10,000 or more; (i) any Person any exclusivity to any geographic territorylicense Contract, any Customereither as licensor or licensee, involving payments (including past payments) of $10,000 in the aggregate or more, or any product material distributor, dealer, reseller, franchise, manufacturer’s representative, or servicesales agency or any other similar material Contract; (ivj) any Company Contract relating 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 capital expenditures and involving employees of the Company; (l) Except as set forth on Schedule 3.26.1(a), any Company Contract for the sale by the Company of materials, products, services or supplies that involves future payments to the Company of more than $10,000; (m) other than the Company Leases, any Company Contract for the purchase by 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 $25,000; 10,000 and cannot be terminated by it without penalty upon 30 days or less notice or (vii) any Contract relating to the disposition of assets or any interest in any business enterprise outside the ordinary course of business or any Contract relating to the acquisition of assets or any interest in any business enterprise outside the ordinary course of business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of credit; (vii) any unpaid or unperformed purchase order or customer or supplier contract (including for services) involving $25,000 or more; (viii) any dealer, distribution, joint marketing, development, content provider, destination site or merchant Contract; (ix) any joint venture, partnership, strategic alliance or other Contract involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (x) any Contract pursuant to which the Company or any Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to Use or acquire source code, including any Contracts which provide for source code escrow arrangements; (xi) any Contract pursuant to which the Company or any Subsidiary has advanced or loaned any amount to any Stockholder of the Company or any director, Employee, or consultant thereof or of any Subsidiary, other than business expense advances was not entered into in the ordinary course of business; (xiin) any Company Contract pursuant or arrangement with any third Person for such third party to which products develop any intellectual property or services are provided other asset expected to a federal Governmental Entitybe used or currently used or useful in the Company’s business; (xiiio) any licensesCompany Contract or commitment for the acquisition, sublicenses and other agreements pursuant construction or sale of fixed assets owned or to be owned by the Company that involves future payments by it of more than $10,000; (p) any Company Contract or commitment to which current or former managers, officers or Affiliates of the Company (or directors, managers or officers of an Affiliate of the Company) are also parties; (q) any Person 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 $25,000, other than the Company or a Subsidiary) is authorized to Use any of the Company Intellectual Property or exercise any rights with respect theretoLeases; (xivr) any Company Contract not described above that would entitle any Person was not made in the ordinary course of business and that is material to receive a license the Company’s financial condition, business, operations, assets, or any other right to Intellectual Property results of Parent or any of Parent’s Affiliates following the Effective Timeoperations; or (xvs) any Company Contract pursuant to which that provides for any continuing or future obligation of the Company, involving Liability of the Company agreed to provide “most favored nation” pricing of more than $25,000, actual or others terms contingent, including any continuing representation or warranty and conditions to any Person indemnification obligation, in connection with respect to the disposition of any business or assets of the Company’s sale, distribution, license or support of any Company Products or Services. (b) Each Company Contract required to be listed in Schedule 2.15(a) is in full force and effect and is valid, binding and enforceable in accordance with its terms in all material respects, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights and by general principles of equity. The Company and each of its Subsidiaries are in compliance in all material respects with and are not in material breach, violation or default under, or received written notice that they have materially breached, violated or defaulted under, any of the terms or conditions of any such Company Contract, nor does the Company have knowledge of 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 knowledge of any default by any third party. The Company has made available to Parent accurate and complete copies of all Company Contracts required to be listed on Schedule 2.15(a).

Company Contracts. Except as set forth in Schedule 3.19.1, none of the Companies is a party to: (a) Schedule 2.15(aany 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) sets forth each Company any employment Contract in the following categories or similar Contract with any current employee, manager, officer or consultant (or former employees, managers, officers and consultants to the extent that there remain at the date hereof obligations to be performed by any such Company Contracts are not Immaterial Contracts): (i) any fidelity or surety bond or completion bondCompany); (iic) any Company Contract for personal services or employment with a term of indemnification service or guaranty 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 Person, except for indemnification obligations payments greater than those that arise from (a) standard terms and conditions for the sale of Company Products and (b) license contracts that were disclosed pursuant to Section 2.13 abovewould otherwise be imposed by Applicable Laws; (iiid) any Company Contract of guaranty for or indemnification of any other Person; (e) any Company Contract containing any a covenant limiting or purporting to limit the freedom of the any Company to compete with any Person in any geographic area or any Subsidiary to engage in any line of business 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 geographic territory way to Indebtedness incurred in the acquisition of any Person or to compete with any PersonIndebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guaranty, or which grants to otherwise that individually is in the amount of $50,000 or more; (i) any Person any exclusivity to any geographic territorylicense Contract, any Customereither as licensor or licensee, involving payments (including past payments) of $50,000 in the aggregate or more, or any product material distributor, dealer, reseller, franchise, manufacturer's representative, or servicesales agency or any other similar material Contract; (ivj) any Company Contract relating 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 capital expenditures 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 involving 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 $25,00050,000 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; (vn) any Company Contract relating or arrangement with any third Person for such third Person to the disposition of assets develop any intellectual property or any interest other asset expected to be used or currently used or useful in any business enterprise outside the ordinary course of business or any Contract relating to the acquisition of assets or any interest in any business enterprise outside the ordinary course of Company's business; (vio) any mortgagesCompany Contract or commitment for the acquisition, indentures, loans construction or credit agreements, security agreements sale of fixed assets owned or other agreements to be owned by any Company that involves future payments by it of more than $50,000 per annum or instruments relating to $150,000 or more in the borrowing of money or the extension of creditaggregate; (viip) any unpaid Company Contract or unperformed purchase order commitment to which current or customer former directors, managers, officers or supplier contract Affiliates of any Company (including for servicesor directors, managers or officers of an Affiliate of any Company) involving $25,000 or moreare also parties; (viiiq) except in the Ordinary Course of Business, any dealerCompany Contract not described above (ignoring, distributionsolely for this purpose, joint marketing, development, content provider, destination site or merchant Contract; (ixany dollar amount thresholds in those descriptions) any joint venture, partnership, strategic alliance or other Contract involving the sharing of profits, losses, costs payment or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (x) any Contract pursuant to which receipt by the Company of more than $50,000 per annum or any Subsidiary has granted $150,000 or may be obligated to grant more in the futureaggregate, to any Person, a source code license or option or other right to Use or acquire source code, including any Contracts which provide for source code escrow arrangements; (xi) any Contract pursuant to which the Company or any Subsidiary has advanced or loaned any amount to any Stockholder of the Company or any director, Employee, or consultant thereof or of any Subsidiary, other than business expense advances in the ordinary course of business; (xii) any Contract pursuant to which products or services are provided to a federal Governmental Entity; (xiii) any licenses, sublicenses and other agreements pursuant to which any Person (other than the Company or a Subsidiary) is authorized to Use any of the Company Intellectual Property or exercise any rights with respect theretoLeases; (xivr) 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 would entitle provides for any Person to receive a license continuing or future obligation of any other right to Intellectual Property Company, involving Liability of Parent 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 Parent’s Affiliates following any business or material portion of the Effective Timeassets of any Company; or (xvt) any Company Contract pursuant to which the Company agreed to provide “most favored nation” pricing or others terms and conditions to 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 Company’s sale, distribution, license or support of any Company Products or Services. (b) Each Company Contract required to be listed in Schedule 2.15(a) is in full force and effect and is valid, binding and enforceable in accordance with its terms in all material respects, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights and by general principles of equity. The Company and each of its Subsidiaries are in compliance in all material respects with and are not in material breach, violation or default under, or received written notice that they have materially breached, violated or defaulted under, any consummation of the terms Closing or conditions of any such Company Contract, nor does the Company have knowledge of 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 knowledge of any default by any third party. The Company has made available to Parent accurate and complete copies of all Company Contracts required to be listed on Schedule 2.15(a)other Transactions.

Company Contracts. Except as set forth on Schedule 3.19.1, the Company is not a party to: (a) Schedule 2.15(aany bonus, commission, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) sets forth each Company any employment Contract in the following categories with any current employee, officer, director or consultant (or former employees, officers, directors and consultants to the extent that any such Company Contracts are not Immaterial Contracts): (i) any fidelity or surety bond or completion bondthere remain at the date hereof obligations to be performed by the Company); (iic) any Company Contract for personal services or employment with a term of indemnification service or guaranty employment specified in the Contract or any Contract for personal services or employment in which the Company has agreed on the termination of such Contract to make any Person, except for indemnification obligations payments greater than those that arise from (a) standard terms and conditions for the sale of Company Products and (b) license contracts that were disclosed pursuant to Section 2.13 abovewould otherwise be imposed by Applicable Laws; (iiid) any Company Contract of guarantee or indemnification; (e) any Company Contract containing any a covenant limiting or purporting to limit the freedom of the Company to compete with any Person in any geographic area or any Subsidiary to engage in any line of business; (f) any lease other than the Company Leases under which the Company is lessee that involves, in the aggregate, payments of $25,000 or more per annum, or of $50,000 or more for the remaining term of the Company Lease or is material to the conduct of the Company’s business; (g) any joint venture 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 the Company or any instrument evidencing or related in any geographic territory way to indebtedness incurred in the acquisition of companies or to compete with any Personother entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or which grants to otherwise that individually is in the amount of $10,000 or more; (i) any Person any exclusivity to any geographic territorylicense Contract, any Customereither as licensor or licensee, involving payments (including past payments) of $10,000 in the aggregate or more, or any product material distributor, dealer, reseller, franchise, manufacturer’s representative, or servicesales agency or any other similar material Contract; (ivj) any Company Contract relating 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 capital expenditures and involving employees of the Company; (l) any Company Contract for the sale by the Company of materials, products, services or supplies that involves future payments to the Company of more than $25,000; (m) any Company Contract for the purchase by 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 $25,000; 10,000 and cannot be terminated by it without penalty upon fewer than 30 days’ notice or (vii) any Contract relating to the disposition of assets or any interest in any business enterprise outside the ordinary course of business or any Contract relating to the acquisition of assets or any interest in any business enterprise outside the ordinary course of business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of credit; (vii) any unpaid or unperformed purchase order or customer or supplier contract (including for services) involving $25,000 or more; (viii) any dealer, distribution, joint marketing, development, content provider, destination site or merchant Contract; (ix) any joint venture, partnership, strategic alliance or other Contract involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (x) any Contract pursuant to which the Company or any Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to Use or acquire source code, including any Contracts which provide for source code escrow arrangements; (xi) any Contract pursuant to which the Company or any Subsidiary has advanced or loaned any amount to any Stockholder of the Company or any director, Employee, or consultant thereof or of any Subsidiary, other than business expense advances was not entered into in the ordinary course of business; (xiin) any Company Contract pursuant or arrangement with any third Person for such third party to which products develop any intellectual property or services are provided other asset expected to a federal Governmental Entitybe used or currently used or useful in the Company’s business; (xiiio) any licensesCompany Contract or commitment for the acquisition, sublicenses and other agreements pursuant construction or sale of fixed assets owned or to be owned by the Company that involves future payments by it of more than $25,000; (p) any Company Contract or commitment to which current or former directors, officers or Affiliates of the Company (or directors or officers of an Affiliate of the Company) are also parties; (q) any Person 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 $25,000, other than the Company or a Subsidiary) is authorized to Use any of the Company Intellectual Property or exercise any rights with respect theretoLeases; (xivr) any Company Contract not described above that would entitle any Person was not made in the ordinary course of business and that is material to receive a license the Company’s financial condition, business, operations, assets or any other right to Intellectual Property results of Parent or any of Parent’s Affiliates following the Effective Timeoperations; or (xvs) any Company Contract pursuant to which that provides for any continuing or future obligation of the Company, involving Liability of the Company agreed to provide “most favored nation” pricing of more than $10,000, actual or others terms contingent, including any continuing representation or warranty and conditions to any Person indemnification obligation, in connection with respect to the disposition of any business or assets of the Company’s sale, distribution, license or support of any Company Products or Services. (b) Each Company Contract required to be listed in Schedule 2.15(a) is in full force and effect and is valid, binding and enforceable in accordance with its terms in all material respects, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights and by general principles of equity. The Company and each of its Subsidiaries are in compliance in all material respects with and are not in material breach, violation or default under, or received written notice that they have materially breached, violated or defaulted under, any of the terms or conditions of any such Company Contract, nor does the Company have knowledge of 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 knowledge of any default by any third party. The Company has made available to Parent accurate and complete copies of all Company Contracts required to be listed on Schedule 2.15(a).

Company Contracts. Except as set forth on Schedule 3.19.1, the Company is not a party to: (a) Schedule 2.15(aany bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) sets forth each Company any employment Contract in the following categories with any current employee, officer, director or consultant (or former employees, officers, directors and consultants to the extent that any such Company Contracts are not Immaterial Contracts): (i) any fidelity or surety bond or completion bondthere remain at the date hereof obligations to be performed by the Company); (iic) any Company Contract for personal services or employment with a term of indemnification service or guaranty employment specified in the Contract or any Contract for personal services or employment in which the Company has agreed on the termination of such Contract to make any Person, except for indemnification obligations payments greater than those that arise from (a) standard terms and conditions for the sale of Company Products and (b) license contracts that were disclosed pursuant to Section 2.13 abovewould otherwise be imposed by Applicable Laws; (iiid) any Company Contract of guarantee or indemnification; (e) any Company Contract containing any a covenant limiting or purporting to limit the freedom of the Company to compete with any Person in any geographic area or any Subsidiary to engage in any line of business or in any geographic territory or to compete with any Person, or which grants to any Person any exclusivity to any geographic territory, any Customer, or any product or servicebusiness; (ivf) any Contract relating to capital expenditures and involving future lease other than the Company Leases under which the Company is lessee that involves, in the aggregate, payments in excess of $25,00025,000 or more per annum, or of $50,000 or more for the remaining term of the Company Lease or is material to the conduct of the Company's business; (vg) any joint venture or profit-sharing Company Contract relating to the disposition of assets or any interest similar Contract ; (h) except for trade indebtedness incurred in any business enterprise outside the ordinary course of business or any Contract relating to the acquisition of assets or any interest and equipment leases entered into in any business enterprise outside the ordinary course of business; (vi) , any mortgages, indentures, loans loan or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or Contract providing for the extension of credit; (vii) credit to the Company or any unpaid instrument evidencing or unperformed related in any way to indebtedness incurred in the acquisition of companies or other entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase order money obligation, conditional sale, guarantee, or customer or supplier contract (including for services) involving otherwise that individually is in the amount of $25,000 or more; (viiii) any license Contract, either as licensor or licensee, involving payments (including past payments) of $25,000 in the aggregate or more, or any material distributor, dealer, distributionreseller, joint marketingfranchise, developmentmanufacturer's representative, content provider, destination site or merchant sales agency or any other similar material Contract; (ixj) any joint ventureCompany Contract granting exclusive rights to, partnershipor providing for the sale of, strategic alliance or other Contract involving the sharing of profits, losses, costs or liabilities with any Person all or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or serviceportion of the Company Proprietary Rights; (xk) any Company Contract pursuant or arrangement providing for the payment of any commission or similar payment based on sales or contract awards other than to which employees of the Company or any Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to Use or acquire source code, including any Contracts which provide for source code escrow arrangementsCompany; (xil) any Company Contract pursuant to which for the sale by the Company of materials, products, services or any Subsidiary has advanced or loaned any amount supplies that involves future payments to any Stockholder of the Company or of more than $25,000; (m) other than the Company Leases, any directorCompany Contract for the purchase by the Company of any materials, Employeeequipment, services, or consultant thereof supplies that either (i) involves a binding commitment by the Company to make future payments in excess of $25,000 and cannot be terminated by it without penalty upon 30 days or of any Subsidiary, other than business expense advances less notice or (ii) was not entered into in the ordinary course of business; (xiin) any Company Contract pursuant or arrangement with any third Person for such third party to which products develop any intellectual property or services are provided other asset expected to a federal Governmental Entitybe used or currently used or useful in the Company's business; (xiiio) any licensesCompany Contract or commitment for the acquisition, sublicenses and other agreements pursuant construction or sale of fixed assets owned or to be owned by the Company that involves future payments by it of more than $25,000; (p) any Company Contract or commitment to which current or former directors, officers or Affiliates of the Company (or directors or officers of an Affiliate of the Company) are also parties; (q) any Person 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 $100,000, other than the Company or a Subsidiary) is authorized to Use any of the Company Intellectual Property or exercise any rights with respect theretoLeases; (xivr) any Company Contract not described above that would entitle any Person was not made in the ordinary course of business and that is material to receive a license or any other right to Intellectual Property the Company's financial condition, business, operations, assets, results of Parent or any of Parent’s Affiliates following the Effective Timeoperations; or (xvs) any Company Contract pursuant to which that provides for any continuing or future obligation of the Company, involving Liability of the Company agreed to provide “most favored nation” pricing of more than $25,000, actual or others terms contingent, including any continuing representation or warranty and conditions to any Person indemnification obligation, in connection with respect to the disposition of any business or assets of the Company’s sale, distribution, license or support of any Company Products or Services. (b) Each Company Contract required to be listed in Schedule 2.15(a) is in full force and effect and is valid, binding and enforceable in accordance with its terms in all material respects, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights and by general principles of equity. The Company and each of its Subsidiaries are in compliance in all material respects with and are not in material breach, violation or default under, or received written notice that they have materially breached, violated or defaulted under, any of the terms or conditions of any such Company Contract, nor does the Company have knowledge of 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 knowledge of any default by any third party. The Company has made available to Parent accurate and complete copies of all Company Contracts required to be listed on Schedule 2.15(a).

Company Contracts. Except as set forth on Schedule 3.19.1, the Company is not a party to: (a) Schedule 2.15(aany bonus, deferred compensation, pension, severance, profit-sharing, stock option, employee stock purchase or retirement plan, Contract or arrangement or other employee benefit plan or arrangement; (b) sets forth each Company any employment Contract in the following categories with any current employee, officer, director or consultant (or former employees, officers, directors and consultants to the extent that any such Company Contracts are not Immaterial Contracts): there remain at the date hereof obligations to be performed by the Company); (ic) any fidelity Company Contract for personal services or surety bond employment with a term of service or completion bond; employment specified in the Contract or any Contract for personal services or employment in which 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; (iid) any Company Contract of indemnification guarantee or guaranty to any Person, except for indemnification obligations that arise from indemnification; (a) standard terms and conditions for the sale of Company Products and (b) license contracts that were disclosed pursuant to Section 2.13 above; (iiie) any Company Contract containing any a covenant limiting or purporting to limit the freedom of the Company to compete with any Person in any geographic area or any Subsidiary to engage in any line of business; (f) any lease other than the Company Leases under which the Company is lessee that involves, in the aggregate, payments of $25,000 or more per annum, or of $50,000 or more for the remaining term of the Company Lease or is material to the conduct of the Company's business; (g) any joint venture 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 the Company or any instrument evidencing or related in any geographic territory way to indebtedness incurred in the acquisition of companies or to compete with any Personother entities or indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or which grants to otherwise that individually is in the amount of $25,000 or more; (i) any Person any exclusivity to any geographic territorylicense Contract, any Customereither as licensor or licensee, involving payments (including past payments) of $25,000 in the aggregate or more, or any product material distributor, dealer, reseller, franchise, manufacturer's representative, or service; sales agency or any other similar material Contract; (ivj) any Company Contract relating 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 capital expenditures and involving employees of the Company; (l) any Company Contract for the sale by the Company of materials, products, services or supplies that involves future payments to the Company of more than $25,000; (m) other than the Company Leases, any Company Contract for the purchase by 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 $25,000; 25,000 and cannot be terminated by it without penalty upon 30 days or less notice or (vii) any Contract relating to the disposition of assets or any interest in any business enterprise outside the ordinary course of business or any Contract relating to the acquisition of assets or any interest in any business enterprise outside the ordinary course of business; (vi) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or the extension of credit; (vii) any unpaid or unperformed purchase order or customer or supplier contract (including for services) involving $25,000 or more; (viii) any dealer, distribution, joint marketing, development, content provider, destination site or merchant Contract; (ix) any joint venture, partnership, strategic alliance or other Contract involving the sharing of profits, losses, costs or liabilities with any Person or any development, data-sharing, marketing, resale, distribution or similar arrangement relating to any product or service; (x) any Contract pursuant to which the Company or any Subsidiary has granted or may be obligated to grant in the future, to any Person, a source code license or option or other right to Use or acquire source code, including any Contracts which provide for source code escrow arrangements; (xi) any Contract pursuant to which the Company or any Subsidiary has advanced or loaned any amount to any Stockholder of the Company or any director, Employee, or consultant thereof or of any Subsidiary, other than business expense advances was not entered into in the ordinary course of business; ; (xiin) any Company Contract pursuant or arrangement with any third Person for such third party to develop any intellectual property or other asset expected to be used or currently used or useful in 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 the Company that involves future payments by it of more than $25,000; (p) any Company Contract or commitment to which products current or services former directors, officers or Affiliates of the Company (or directors or officers of an Affiliate of the Company) are provided to a federal Governmental Entity; also parties; (xiiiq) any licensesCompany Contract not described above (ignoring, sublicenses and other agreements pursuant to which solely for this purpose, any Person (dollar amount thresholds in those descriptions) involving the payment or receipt by the Company of more than $100,000, 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 the Company's financial condition, business, operations, assets, results of operations; or a Subsidiary(s) is authorized to Use any Company Contract that provides for any continuing or future obligation of the Company, involving Liability of the Company Intellectual Property of more than $25,000, actual or exercise contingent, including any rights continuing representation or warranty and any indemnification obligation, in connection with respect thereto; (xiv) the disposition of any Contract that would entitle any Person to receive a license business or any other right to Intellectual Property assets of Parent or any of Parent’s Affiliates following the Effective Time; or (xv) any Contract pursuant to which the Company agreed to provide “most favored nation” pricing or others terms and conditions to any Person with respect to the Company’s sale, distribution, license or support of any Company Products or Services. (b) Each Company Contract required to be listed in Schedule 2.15(a) is in full force and effect and is valid, binding and enforceable in accordance with its terms in all material respects, except as such enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium and similar Laws affecting the enforcement of creditors’ rights and by general principles of equity. The Company and each of its Subsidiaries are in compliance in all material respects with and are not in material breach, violation or default under, or received written notice that they have materially breached, violated or defaulted under, any of the terms or conditions of any such Company Contract, nor does the Company have knowledge of 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 knowledge of any default by any third party. The Company has made available to Parent accurate and complete copies of all Company Contracts required to be listed on Schedule 2.15(a).