Common use of Schedule 3 Clause in Contracts

Schedule 3. 8.1 sets forth a true, correct and complete list of each of the following Contracts (whether written or oral) under which the Sellers currently have any obligations or liabilities in the conduct of the Business (together with Real Property Leases listed in Schedule 3.13.1, collectively, the “Material Contracts”), true, correct and complete copies of which have been made available to the Purchaser at least five (5) Business Days prior to the date hereof: (a) any partnership, joint venture, or other similar Contract or arrangement currently in effect, or any Contract relating to the acquisition or disposition of a business enterprise (whether by merger, sale of stock, sale of assets, or otherwise) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligation; (b) any Contract for Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is in excess of $25,000, other than Contracts relating to trade payables; (c) any Contract with either a Material Customer or a Material Supplier; (d) any Contract that limits such Seller from marketing, selling, or otherwise promoting or providing its services in any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as of the Closing; (i) any employment Contract, other than any offer letter entered into by a Seller in the Ordinary Course that (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (j) any management, service, consulting, independent contractor or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (l) any leases of personal property having a value in excess of $5,000; (m) any Contract that creates a Lien (other than a Permitted Lien) on all or any portion of the Purchased Assets; (n) any Contract for a collective bargaining agreement or other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in the aggregate; (p) any Contract providing that a Seller indemnify any Person, other than Contracts in the Ordinary Course; (q) any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss or termination of which would reasonably be expected to have a Material Adverse Effect; (s) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments to or from a Seller in excess of $100,000 annually; (t) any Contract that prohibits the termination thereof by a Seller; (u) any distribution, reseller or agency agreement or other similar Contract; (v) any outstanding written commitment to enter into any agreement of the type described in the foregoing subsections of this Section 3.8.1; and (w) each amendment, supplement and modification in respect of each of the foregoing.

Schedule 3. 8.1 13(a) sets forth a true, correct and complete list as of each the Execution Date of the following Contracts (whether written including any amendment, supplement or oralmodification thereto) under described below (each, a “Material Contract”). Any Material Contracts that are oral Contracts are summarized in reasonable detail on Schedule 3.13(a). (i) each Contract pursuant to which the Sellers Company or any Subsidiary currently have leases or subleases real property to or from any obligations or liabilities in the conduct of the Business (together with Real Property Leases listed in Schedule 3.13.1, collectively, the “Material Contracts”), true, correct and complete copies of which have been made available to the Purchaser at least five (5) Business Days prior to the date hereof:Person; (aii) any partnership, joint venture, each Contract (or other similar Contract or arrangement currently in effect, or any Contract relating to the acquisition or disposition group of a business enterprise (whether by merger, sale of stock, sale of assets, or otherwise) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability related Contracts with respect to an “earn-out,” contingent purchase price, deferred purchase price a single transaction or similar contingent payment obligation; (bseries of related transactions) pursuant to which the Company or any Contract Subsidiary currently leases personal property to or from any Person providing for Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is lease payments in excess of $25,00050,000 per annum; (iii) each Contract (or group of related Contracts with respect to a single transaction or series of related transactions) that cannot be terminated on less than 90 days’ notice (and, in the aggregate with all such other Contracts, without a material monetary penalty) and involves future payments, performance or services or delivery of goods or materials to or by the Company or any Subsidiary of any amount or value reasonably expected to exceed $50,000 in any future 12-month period; (iv) each Contract of the Company or any Subsidiary relating to Intellectual Property and involving annual individual license or maintenance fees in excess of $10,000 (other than Contracts licensing material Intellectual Property by the Company and its Subsidiaries to customers and intellectual property assignment and confidentiality agreements with employees, contractors and agents of the Company and its Subsidiaries), including agreements involving software (other than those license agreements relating to trade payablescommercially available off-the-shelf software entered into in the ordinary course of business consistent with past practice); (cv) each Contract involving a joint venture, partnership or limited liability company involving the sharing of profits of the Company and any Contract with either a Material Customer or a Material Supplier; (d) any Contract that limits such Seller from marketing, selling, or otherwise promoting or providing its services in any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions Subsidiary with any Person; (fvi) any each Contract that contains a provision that limits the freedom of the Company or any exclusivity right Subsidiary to compete in favor any line of a third partybusiness, including to compete within any obligation geographic area or with any Person or otherwise materially restricts the ability of the Company or any Subsidiary to purchase goods solicit or services exclusively hire any Person or solicit business from or refer parties exclusively to any third partyPerson; (gvii) each Contract granting any exclusive rights to any Person (including any right of first refusal or right of first negotiation); (viii) each Contract under which that contains exclusivity or “most favored nationnations” pricing provisions or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Personsprovisions; (hix) each Contract providing for discounted pricing or the provision of free products to any Contract with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as of the ClosingPerson; (ix) each Contract that is a collective bargaining Contract or providing for any employment Contractemployment, consulting, termination or severance arrangement of any current or former employee or other than any offer letter entered into by a Seller in service provider of the Ordinary Course that (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance Company or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Lawits Subsidiaries; (jxi) each Contract relating to any management, service, consulting, independent contractor or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (l) any leases of personal property having a value Indebtedness in excess of $5,000; (m) any Contract that creates a Lien (other than a Permitted Lien) on all 50,000 or any portion of the Purchased Assets; (n) any Contract for a collective bargaining agreement or other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in the aggregate; (p) any Contract providing that a Seller indemnify any Person, other than Contracts in the Ordinary Course; (q) any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss or termination of which would reasonably be expected to have a Material Adverse Effect; (s) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments to or from a Seller in excess of $100,000 annually; (t) any Contract that prohibits the termination thereof by a Seller; (u) any distribution, reseller or agency agreement or other similar Contract; (v) any outstanding written commitment to enter into any agreement of the type described in the foregoing subsections of this Section 3.8.1guarantees thereof; and (wxii) each amendmentand every other Contract which is material to the Business, supplement and modification in respect condition (financial or other), properties, prospective Business or results of each operations of the foregoingCompany and its Subsidiaries.

Schedule 3. 8.1 16(a) sets forth a true, correct true and complete list of each all employee benefit plans (as defined in Section 3(3) of the following Contracts (whether ERISA), and all other compensation or benefit plans, programs, arrangements, contracts, or schemes, written or oral) under which the Sellers currently have any obligations , statutory or liabilities in the conduct of the Business (together with Real Property Leases listed in Schedule 3.13.1contractual, collectively, the “Material Contracts”), true, correct and complete copies of which have been made available to the Purchaser at least five (5) Business Days prior to the date hereof: (a) any partnership, joint venture, or other similar Contract or arrangement currently in effect, or any Contract relating to the acquisition or disposition of a business enterprise (whether by merger, sale of stock, sale of assets, or otherwise) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase price, deferred purchase price which the Company has or similar contingent payment obligation; (b) any Contract for Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is in excess of $25,000, other than Contracts relating to trade payables; (c) any Contract with either a Material Customer or a Material Supplier; (d) any Contract that limits such Seller from marketing, selling, or otherwise promoting or providing its services in any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as of the Closing; (i) any employment Contract, other than any offer letter entered into by a Seller in the Ordinary Course that (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (j) any management, service, consulting, independent contractor or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (l) any leases of personal property having a value in excess of $5,000; (m) any Contract that creates a Lien (other than a Permitted Lien) on all or any portion of the Purchased Assets; (n) any Contract for a collective bargaining agreement or other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in the aggregate; (p) any Contract providing that a Seller indemnify any Person, other than Contracts in the Ordinary Course; (q) any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss or termination of which would reasonably be expected to have any obligation or liability or that are maintained, contributed to (or required to be contributed to) or sponsored by the Seller or the Company for the benefit of any current or former employee, independent contractor, officer or director of the Company (other than offer letters for at-will employment that do not contain severance) (collectively, the “Plans”) and identifies (i) each Plan that is sponsored or maintained by the Company at the Company level (including Subsidiaries of the Company) (collectively, the “Company Plans”), (ii) each Plan that is sponsored or maintained by the Seller or any of its Affiliates other than the Company or any of its Subsidiaries (collectively, the “Seller Plans”), and (iii) each Company Plan that offers health, life, or other welfare benefits on a Material Adverse Effect; less-than-fully insured basis. With respect to each Company Plan, the Company has delivered or made available to the Purchaser a true and complete copy of (sto the extent applicable) (1) the plan document(s), as amended through the date of this Agreement, or a written summary of any unwritten Company Plan, (2) the most recent summary plan description and any summaries of material modifications thereto, if any, with respect to each Company Plan, (3) the most recent annual report on Form 5500 (to the extent required by Law), (4) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments actuarial valuations, (5) material written Contracts relating to or from a Seller in excess of $100,000 annually; each Company Plan, including trust agreements, insurance contracts, and administrative services agreements, and (t6) any Contract correspondence with a Governmental Authority regarding such Company Plan. With respect to each Plan that prohibits is not a Company Plan, the termination thereof by Company has delivered or made available to the Purchaser a Seller; (u) any distribution, reseller or agency agreement or other similar Contract; (v) any outstanding written commitment to enter into any agreement true and complete copy of the type described in most recent summary plan description together with the foregoing subsections summaries of this Section 3.8.1; and (w) each amendmentmaterial modifications thereto, supplement and modification in respect of each of the foregoingif any.

Schedule 3. 8.1 sets forth 10(a) contains a true, correct and complete list as of the date hereof of each of the following Contracts (whether written Contract pursuant to which any Acquired Company has any executory rights or oral) under which the Sellers currently have any obligations or liabilities in the conduct of the Business (together with Real Property Leases listed in Schedule 3.13.1, collectively, the “Material Contracts”), true, correct and complete copies of which have been made available to the Purchaser at least five (5) Business Days prior to the date hereofthat: (ai) (A) resulted or is expected to result in an aggregate payment of $250,000 or more to or from an Acquired Company in the twelve (12) months ended December 31, 2017 or ending December 31, 2018 and (B) cannot be terminated by such Acquired Company without penalty with less than one hundred eighty-one (181) days’ notice; (ii) is an agreement pursuant to which any Acquired Company leases, subleases, occupies or otherwise uses any real property (the “Real Property Leases”); (iii) creates a partnership or joint venture; (iv) is an agreement with any officer, director or Employee of any Acquired Company, other than (A) any partnership, joint ventureemployment letter that sets forth the terms of an at will employment arrangement or (B) a Benefit Plan; (v) restricts any Acquired Company from engaging, or other similar Contract competing with any Person, in any line of business in any geographic area; (vi) is with Seller or arrangement currently in effect, an Affiliate of Seller or any Contract relating Acquired Company (other than another Acquired Company); (vii) relates to the acquisition or disposition of a any business enterprise (whether by merger, sale of capital stock, sale of assets, assets or otherwise), and which was consummated during the three (3) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligationyears preceding the date hereof; (bviii) relates to Indebtedness including any Contract for Indebtedness (in any caseswap, whether incurredoption, assumed, guaranteed, derivative or secured by any asset) which, individually, is in excess of $25,000, other than Contracts relating to trade payableshedging arrangement; (cix) any Contract with either a Material Customer or a Material Supplier; (d) any Contract that limits such Seller from marketing, selling, or otherwise promoting or providing its services in any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as of the Closing; (i) any employment Contract, other than any offer letter entered into by a Seller in the Ordinary Course that (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (j) any management, service, consulting, independent contractor or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (l) any leases of personal property having a value in excess of $5,000; (m) any Contract that creates a Lien (other than a Permitted Lien) on all or any portion of the Purchased Assets; (n) any Contract for is a collective bargaining agreement (or other similar labor union Contractcontract) covering any Employee; (ox) any Contract pursuant to which is an agreement with the Acquired Companies’ top ten (i10) a Seller permits suppliers or agrees to permit any other Person to usetop ten (10) customers for the fiscal year ending December 31, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in the aggregate2018; (pxi) provides for indemnification by an Acquired Company, except for Organizational Documents of any Contract providing that a Seller indemnify any Person, other than Acquired Company and non-material Contracts entered into in the Ordinary Course;ordinary course of business; or (qxii) is an agreement relating to the settlement of any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss or termination of which would reasonably be expected to have a Material Adverse Effect; (s) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments to or from a Seller in excess of $100,000 annually; (t) any Contract that prohibits the termination thereof by a Seller; (u) any distribution, reseller or agency agreement or other similar Contract; (v) any outstanding written commitment to enter into any agreement of the type described in the foregoing subsections of this Section 3.8.1; and (w) each amendment, supplement and modification in respect of each of the foregoingSuit.

Schedule 3. 8.1 sets forth 11(a) contains a truelisting of all Contracts described in clauses (i) through (xvii) below to which, correct and complete list as of the date of this Agreement, the Company or any of its Subsidiaries is a party (each such Contract, a “Material Contract”). Copies of each of the following Contracts (whether written or oral) under which the Sellers currently have any obligations or liabilities in the conduct of the Business (together with Real Property Leases listed in Schedule 3.13.1, collectively, the “Material Contracts”), true, correct and complete copies of which Contract have been delivered to or made available to the Purchaser at least five (5) Business Days prior to the date hereof:or its agents or representatives. (a) any partnership, joint venture, or other similar Contract or arrangement currently in effect, or any Contract relating to the acquisition or disposition of a business enterprise (whether by merger, sale of stock, sale of assets, or otherwise) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligation; (bi) any Contract for Indebtedness (in requiring a capital expenditure or known commitment by the Company or any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is of its Subsidiaries in excess of $25,000250,000 in any calendar year; (ii) any employment, consulting or bonus Contract with any employee, consultant or contractor of the Company or any of its Subsidiaries that provides for payments from the Company in excess of $100,000 for U.S. based individuals, and $50,000 for non-U.S. based individuals, in the aggregate for any such individual, in any twelve (12) month period; (iii) any Contract providing for change in control, retention, success, severance or similar payments (excluding any such payment required by Law or any Contract requiring ninety (90) days or less advance notice to effect a termination of employment) to any current or former officer, director, manager, consultant, advisor or employee of the Company or any of its Subsidiaries with outstanding or contingent obligations owed by the Company or any of its Subsidiaries; (iv) any collective bargaining or other Contract with any labor union, trade union, council of trade unions, works council or other labor organization affecting any employee of the Company; (v) any Contract pursuant to which the Company or any of its Subsidiaries licenses from a third party, or receives from a third party any covenant not to ▇▇▇ or other permission relating to, Intellectual Property that is material to the business of the Company or any of its Subsidiaries, other than Contracts relating click-wrap, shrink-wrap and off-the-shelf software licenses, and any other software licenses that are commercially available on reasonable terms to trade payablesthe public generally with license, maintenance, support and other fees less than $250,000 per year; (cvi) any Contract (A) pursuant to which the Company or any of its Subsidiaries licenses to a third party Intellectual Property and that is material to the business of the Company or any of its Subsidiaries, including any exclusive license; (B) pursuant to which any such material Intellectual Property is assigned or transferred to the Company or any of its Subsidiaries (excluding invention assignments entered into with either a Material Customer employees, independent contractors, or a Material Supplierconsultants of the Company and its Subsidiaries); or (C) which materially affects the Company’s or any of its Subsidiaries’ ability to own, use, disclose or enforce any Intellectual Property owned by the Company or any of its Subsidiaries, including concurrent use agreements, development agreements, co-development agreements, covenants not to ▇▇▇, settlement agreements and consent to use agreements; (dvii) any Contract that limits such Seller from marketing, selling, contains a limitation on the ability of the Company or otherwise promoting or providing any of its services Subsidiaries to engage in any line of business in any geographic area; (eviii) other than any Contract that involves standstill Credit Agreement or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third partyCredit Document, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions the Company or any similar provision requiring that of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, (B) granted a third party be offered Lien on its assets, whether tangible or intangible, to secure any such Indebtedness or (C) extended credit to any Person (other than (I) intercompany loans and advances and (II) customer payment terms or concessions at least as favorable as those offered to one or more Personsin the ordinary course of business), in each case in clauses (A) and (C), in an amount in excess of $100,000 of committed credit; (hix) other than any employment agreement or other plan or agreement set forth on this Section 3.11(a) or Schedule 3.12(a), any Contract between the Company or any of its Subsidiaries, on the one hand, and an Affiliate thereof (including Seller and its Affiliates), on the other hand; (x) any Contract with (i) relating to the sale or other disposition of any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as assets of the Closing; (i) any employment Contract, other than any offer letter entered into by a Seller in the Ordinary Course that (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (j) any management, service, consulting, independent contractor or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (l) any leases of personal property Company having a fair market value in excess of $5,000100,000 individually or $500,000 in the aggregate, except for the sale of inventory pursuant to purchase orders in the Ordinary Course of Business; (m) any Contract that creates a Lien (other than a Permitted Lien) on all or any portion of the Purchased Assets; (n) any Contract for a collective bargaining agreement or other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in the aggregate; (p) any Contract providing that a Seller indemnify any Person, other than Contracts in the Ordinary Course; (q) any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss or termination of which would reasonably be expected to have a Material Adverse Effect; (sxi) any Contract not otherwise made in the ordinary course of business and not disclosed pursuant to any other clause under this Section 3.11(a) and requiring expenditures in excess of $250,000 individually or $500,000 in the aggregate in any calendar year; (xii) each Contract relating to any completed material business acquisition by the Company or any of its Subsidiaries since July 12, 2013; (xiii) any Contract establishing any joint venture, strategic alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a type listed above involving reasonably anticipated aggregate whole; (xiv) any Contract relating to the Leased Real Property, and any lease under which the Company or any of its Subsidiaries is lessee of or holds or operates any property (whether of real or personal property) that is owned or controlled by a third party and that provides for annual rental payments by the Company or its Subsidiaries of $50,000 or more; (xv) any lease under which the Company or any of its Subsidiaries is lessor of or permits a third party to hold or from operate any property (whether of real or personal property) that is owned or controlled by the Company or any of its Subsidiaries; (xvi) Any Contract or group of related Contracts with the same party for the purchase or sale of raw materials, commodities, supplies, products or other personal property or for the furnishing or receipt of services under which the undelivered balance of such products and services has a Seller selling price in excess of $100,000 annually;(other than purchase orders and sales to customers in the ordinary course of business); and (txvii) Any Contract including a warranty that is materially different than the Company’s standard warranty with respect to products sold or services rendered; and (xviii) any Contract that prohibits the termination thereof by a Seller; (u) any distribution, reseller or agency agreement or other similar Contract; (v) any outstanding written commitment to enter into any agreement of the type described in the foregoing subsections of this Section 3.8.1; and (w) each amendment, supplement and modification in or any amendment with respect of each of to the foregoing.

Schedule 3. 8.1 10.4 hereto sets forth a true, correct and complete list of each all agreements to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets are bound, of the following Contracts types: (whether written a) Real Property Leases; (b) Personal Property Leases; (c) material License Agreements, other than License Agreements granted to the Company by specific customers to enable the Company to provide services to or oralfor the benefit of such customers and not to other customers; (d) under any contract involving an investment by the Company or any of its Subsidiaries in any partnership, limited liability company or joint venture; (e) any contract of the Company or any of its Subsidiaries which the Sellers currently have any obligations or liabilities involves a financing arrangement in excess of $250,000, other than purchase orders entered into in the conduct ordinary course of business which contain customary terms and conditions; (f) employment agreements with any member of the Business Management Committee or any Key Employee; (together g) sales agency, distribution or manufacturers representatives’ agreements; (h) loan agreements, notes, mortgages, indentures, security agreements and other agreements and instruments relating to the borrowing of money; (i) agreements with Real Property Leases listed any Affiliate of the Company or its Subsidiaries; (j) any contract involving non-competition, exclusivity or any other restriction, in Schedule 3.13.1each such case with respect to the geographical area of operations or scope or type of business of the Company or any of its Subsidiaries or any of their respective Affiliates; (k) any contract relating to any acquisition or disposition of any capital stock or equity interest of the Company or any of its Subsidiaries; (l) contracts with the top twenty customers of the Company and its Subsidiaries based on revenues for fiscal year ended December 31, collectively2003; and (m) contracts that require stated payments in excess of $250,000 per annum; (n) contracts which as of the date hereof, are “material contracts” as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act; (o) contracts which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement or any Ancillary Agreement; (p) “requirements” contracts or any contracts committing a person to provide the quantity of goods or services required by another person which are material to the Company; (q) “take or pay” contracts which are material to the Company or any Subsidiary; and (r) derivative contracts and other hedging arrangements (such contracts described in (a)–(r) above, the “Material Contracts”), . The Company has delivered or made available to the Parent a true, correct and complete copies of which have been made available to the Purchaser at least five (5) Business Days prior to the date hereof: (a) any partnership, joint venture, or other similar Contract or arrangement currently in effect, or any Contract relating to the acquisition or disposition of a business enterprise (whether by merger, sale of stock, sale of assets, or otherwise) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligation; (b) any Contract for Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is in excess of $25,000, other than Contracts relating to trade payables; (c) any Contract with either a Material Customer or a Material Supplier; (d) any Contract that limits such Seller from marketing, selling, or otherwise promoting or providing its services in any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as of the Closing; (i) any employment Contract, other than any offer letter entered into by a Seller in the Ordinary Course that (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (j) any management, service, consulting, independent contractor or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (l) any leases of personal property having a value in excess of $5,000; (m) any Contract that creates a Lien (other than a Permitted Lien) on all or any portion of the Purchased Assets; (n) any Contract for a collective bargaining agreement or other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in the aggregate; (p) any Contract providing that a Seller indemnify any Person, other than Contracts in the Ordinary Course; (q) any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss or termination of which would reasonably be expected to have a Material Adverse Effect; (s) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments to or from a Seller in excess of $100,000 annually; (t) any Contract that prohibits the termination thereof by a Seller; (u) any distribution, reseller or agency agreement or other similar Contract; (v) any outstanding written commitment to enter into any agreement of the type described in the foregoing subsections of this Section 3.8.1; and (w) each amendment, supplement and modification in respect copy of each of the foregoingMaterial Contracts.

Schedule 3. 8.1 16.1 sets forth forth, by applicable subsection, a true, correct and complete list of each all executory Contracts of the following Contracts (whether written types described below, as amended or oral) under otherwise modified and in effect, to which the Sellers currently have any obligations Group Company is a party or liabilities in the conduct by which any of the Business Group Companies’ assets or properties are bound or subject as of the date hereof and that are in effect on the date hereof any invoices or purchase orders (such Contracts, and together with the Existing Employment Agreements and the Real Property Leases listed in Schedule 3.13.1Leases, collectively, the “Material Contracts”), true, correct and complete copies of ): (a) all Contracts pursuant to which have been any Group Company (i) made available payments to any third party in the Purchaser at least five twelve (512) Business Days month period prior to the date hereof: , in excess of $1,000,000; or (aii) received payments from any partnership, joint venture, or other similar Contract or arrangement currently third party in effect, or any Contract relating the twelve (12) month prior to the acquisition or disposition date hereof, in excess of a business enterprise (whether by merger, sale of stock, sale of assets, or otherwise) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability with respect $1,000,000 prior to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligationthe date hereof; (b) any Contract for Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is in excess of $25,000, other than all Contracts relating to trade payableswith Material Vendors; (c) any Contract all Contracts with either a Material Customer or a Material SupplierCustomers; (d) any Contract that limits such Seller from marketing, selling, or otherwise promoting or providing its services in any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as of the Closing; (i) any employment Contract, other than any offer letter entered into by a Seller in the Ordinary Course that (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (j) any management, service, consulting, independent contractor or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (le) any leases of personal property having Contract pursuant to which a value in excess of $5,000partnership, joint venture or other similar arrangements was established; (mf) any Contract which imposes a restriction on the geographies or businesses in which any Group Company may operate the Business; (g) any Contract providing for the employment of any executive officer, excluding any such Contract that creates provides for at-will employment with no severance obligations; (h) any Contract containing covenants that (or in any way purport to) (i) restrict any business activity (including the solicitation, hiring or engagement of any Person or the solicitation of any customer or suppliers) of any Group Company or any Affiliate thereof,(ii) limit the freedom of any Group Company or any Affiliate thereof to engage in any line of business or compete with any Person, or (iii) contain or provide for “most favored nation” terms; (i) any Contract under which any Group Company has advanced or loaned an amount to any of its Affiliates; (j) any IP Contract; (k) any material agency, dealer, distributor, sales representative, marketing or other similar Contract; (l) all collective bargaining or similar agreements with a labor union; (i) any indenture, mortgage, pledge, security agreement, note or other Contract evidencing Indebtedness of any Group Company for borrowed money or otherwise placing a Lien on any asset or property of any Group Company or the Business (other than a Permitted LienLiens), (ii) on all any guaranty or any portion other evidence of Liability held by any Group Company for any Indebtedness or obligation of any other Person that is not a Group Company, or (iii) any letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which any Group Company is the beneficiary but excluding endorsements of instruments for collection in the ordinary course of the Purchased Assetsoperation of such entity); (n) any Contract providing for a collective bargaining agreement or other labor union Contractthe engagement of temporary foreign workers; (o) all outstanding powers-of-attorney granted by any Contract pursuant to which (i) a Seller permits or agrees to permit Group Company for any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in the aggregatepurpose whatsoever; (p) each form of Contract used by any Contract providing that Group Company as a Seller indemnify any Person, other than Contracts standard form in the Ordinary Courseordinary course of business; (q) any power of attorney granted by each Contract with a Seller Material Customer or Material Vendor that is currently effective and outstandinginconsistent in all material respects with the form of Contract set forth on Schedule 3.16.1(p); (r) each Contract that relates to the disposition or acquisition of Equity Interests, assets or properties of any Contract Group Company (other than any disposition or acquisition in the loss ordinary course), or termination of any merger or business combination with respect to any Group Company and pursuant to which would reasonably be expected such Group Company has an outstanding obligation, in each case entered into at anytime during the last three (3) years; provided, that the foregoing shall not apply to have a Material Adverse Effect;non-disclosure agreements entered into in connection therewith; and (s) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments all Contracts related to or from a Seller capital projects and capital expenditures in excess of $100,000 annually; (t) 500,000 individually in any Contract single year or $1,000,000 in the aggregate, that prohibits the termination thereof is not terminable by a Seller; Group Company on notice of ninety (u90) any distribution, reseller calendar days or agency agreement less without cost or other similar Contract; (v) any outstanding written commitment to enter into any agreement of the type described in the foregoing subsections of this Section 3.8.1; and (w) each amendment, supplement and modification in respect of each of the foregoingliability.

Schedule 3. 8.1 sets forth 16(a) of the Disclosure Schedules contains a truecomplete, current and correct and complete list of each all of the following types of Contracts (whether written including oral Contracts) to which the Company or oral) any Subsidiary is a party, by which any of their respective properties or assets are bound, or under which the Sellers currently have Company or any obligations Subsidiary otherwise has material obligations, with each such responsive Contract identified by each corresponding category (i)-(xii) below: (i) any Contract with any Top Customer or liabilities Top Supplier; (ii) any Contract or group of related Contracts which involve expenditures or receipts by the Company or any Subsidiary that require payments or yield receipts of more than $50,000 in any twelve (12) month period or more than $100,000 in the conduct aggregate; (iii) any Contract with any of its officers, directors, employees, consultants or Affiliates (other than at-will employment arrangements with employees entered into the Business (together with Real Property Leases listed in Schedule 3.13.1, collectively, the “Material Contracts”Ordinary Course of Business), trueincluding all non-competition, correct severance, and complete copies indemnification agreements; (iv) any agreement presently in effect for the license of which have been made available any Intellectual Property involving the payment by or to the Purchaser at least five Company or any Subsidiary in excess of $50,000 per year; (5v) Business Days prior to the date hereof: any power of attorney; (avi) any partnership, joint venture, profit-sharing or similar agreement entered into with any Person; (vii) all Contracts relating to any merger, consolidation or other similar Contract business combination with any other Person or arrangement currently in effect, or any Contract relating to the acquisition or disposition of a business enterprise (whether by mergerany other entity or its business, its equity securities or its material assets or the sale of stocka company, sale its business, its equity securities or its material assets (other than in the Ordinary Course of assetsBusiness); (viii) any loan agreement, agreement of indebtedness, credit, note, security agreement, guarantee, mortgage, indenture or otherwise) that have been consummated and under which there remain any continuing obligations other document relating to Indebtedness, borrowing of money or rights extension of credit by or that remain in effect but have not yet been consummated, to the Company or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligation; (b) any Contract for Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is Subsidiary in excess of $25,000, 50,000; (ix) any material settlement agreement entered into within three (3) years prior to the date of this Agreement or under which the Company or any Subsidiary has outstanding obligations (other than Contracts relating to trade payables; customary obligations of confidentiality); (cx) any Contract with either a Material Customer or a Material Supplier; (d) any Contract that limits such Seller from marketinggranting, sellinglicensing, sublicensing or otherwise promoting or providing its services in transferring any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types Intellectual Property of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions the Company or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (Subsidiary other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as licenses of the Closing; (i) any employment Contract, other than any offer letter Company's or such Subsidiary’s Intellectual Property included in the Company's or such Subsidiary’s form customer agreements entered into by a Seller in the Ordinary Course that of Business; (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (jxi) any managementagreement entered into outside the Ordinary Course of Business and presently in effect, service, consulting, independent contractor involving payment to or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (l) any leases obligations of personal property having a value in excess of $5,000; 50,000, not otherwise described in this Section 3.16(a); and (mxii) any other Contract that creates a Lien (other than a Permitted Lien) on all or any portion of is material to the Purchased Assets; (n) any Contract for a collective bargaining agreement or other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in Company and the aggregate; (p) any Contract providing that a Seller indemnify any Person, other than Contracts in the Ordinary Course; (q) any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss or termination of which would reasonably be expected to have a Material Adverse Effect; (s) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments to or from a Seller in excess of $100,000 annually; (t) any Contract that prohibits the termination thereof by a Seller; (u) any distribution, reseller or agency agreement or other similar Contract; (v) any outstanding written commitment to enter into any agreement of the type described in the foregoing subsections of this Section 3.8.1; and (w) each amendment, supplement and modification in respect of each of the foregoingBusiness.

Schedule 3. 8.1 10(a) sets forth a true, correct true and complete list as of the date hereof of each of the following Contracts Contract (whether written or oral) under which the Sellers currently have any obligations or liabilities in the conduct of the Business (together with Real Property Leases listed in Schedule 3.13.1, collectively, the “Material Contracts”), true, correct and complete copies of which have been made available to the Purchaser at least five ) (5except that in no event shall any Lease Document or Sublease be deemed a Material Contract) Business Days prior to the date hereofthat: (ai) is a Contract (other than a Contract with a customer, supplier or client or an Intellectual Property License) pursuant to which the Company or any Company Subsidiary, individually or in the aggregate, paid or received, or is obligated to pay or is entitled or expected to receive payments in excess of $200,000 during any twelve (12)-month period beginning January 1, 2017; (ii) is a Contract (A) with a Material Supplier or (B) pursuant to which the Company or any Company Subsidiary, individually or in the aggregate, paid, or is obligated to pay in excess of $200,000 during any twelve (12)-month period beginning January 1, 2017 for the purchase of raw materials, supplies and other products or services by the Company or a Company Subsidiary (excluding purchase and sales orders entered into in the Ordinary Course); (iii) is a Contract (A) with a Material Customer or (B) pursuant to which the Company or any Company Subsidiary, individually or in the aggregate, received, or is entitled to receive payments in excess of $400,000 during any twelve (12)-month period beginning January 1, 2017 for the provision of goods or services by the Company or any Company Subsidiary (excluding maintenance agreements, purchase and sales orders and master agreements with customers (other than master agreements with Material Customers) under which the applicable customer does not have a binding obligation to submit purchase or sale orders, in each case, entered into in the Ordinary Course); (iv) to the extent not otherwise disclosed under this Schedule 3.10(a), is a Contract with an OEM of aircraft; (v) is a Contract (A) pursuant to which any Intellectual Property was developed by the Company or a Company Subsidiary or by any third party on behalf of or for the benefit of the Company or a Company Subsidiary, including any joint development agreements, or (B) pursuant to which any Proceeding or threatened Proceeding regarding Intellectual Property was settled or otherwise resolved; (vi) is an Intellectual Property License; (vii) is a Contract relating to any acquisitions or dispositions of any material asset(s) by the Company or a Company Subsidiary other than purchases or sales of inventory or goods pursuant to purchase and sale orders in the Ordinary Course; (viii) is a lease of personal property, capital lease, license, installment or conditional sale agreement or other contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any personal property of the Company or any Company Subsidiary involving annual payments by the Company or any Company Subsidiary of greater than $100,000; (ix) is a Contract that is a partnership, joint venture, strategic alliance or limited liability company agreement to which the Company or any Company Subsidiary is a party; (x) is an agreement with (A) any officer or director of the Company or any Company Subsidiary or (B) any employee or independent contractor with annual compensation in excess of $150,000, in each case clauses (A)‑(B), other than any employment letter that sets forth the terms of an at-will employment arrangement; (xi) is a Contract that (A) restricts the Company or any Company Subsidiary from engaging, or competing with any Person, in any line of business in any geographic area, including any provision regarding exclusive dealing, (B) includes a most favored nation or other similar favored pricing provision or (C) includes a take-or-pay, take-and-pay or minimum purchase obligation; (xii) is an Affiliate Agreement; (xiii) is a Contract or arrangement currently in effect, or any Contract relating that relates to the acquisition or disposition of a any business enterprise (whether by merger, sale of capital stock, sale of assets, assets or otherwise) that have been was consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, by the Company or any Company Subsidiary since January 1, 2015, other Contract under which such Seller has any Liability with respect to an “earnthan non-out,” contingent purchase price, deferred purchase price or similar contingent payment obligationbinding letters of intent; (bxiv) is a Contract involving any Contract for Indebtedness (in capital expenditures by the Company or any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is Company Subsidiary in excess of $25,000, other than Contracts relating to trade payables; (c) any Contract with either a Material Customer or a Material Supplier; (d) any Contract that limits such Seller from marketing, selling, or otherwise promoting or providing its services in any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as of the Closing; (i) any employment Contract, other than any offer letter entered into by a Seller in the Ordinary Course that (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (j) any management, service, consulting, independent contractor or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (l) any leases of personal property having a value in excess of $5,000; (m) any Contract that creates a Lien (other than a Permitted Lien) on all or any portion of the Purchased Assets; (n) any Contract for a collective bargaining agreement or other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year 500,000 in the aggregate; (pxv) any is a Contract providing that between the Company or a Seller indemnify any Person, Company Subsidiary on the one hand and a Governmental Entity on the other than Contracts in the Ordinary Course; (q) any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss or termination of which would reasonably be expected to have a Material Adverse Effect; (s) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments to or from a Seller in excess of $100,000 annually1,000,000 in the aggregate; (txvi) is a Contract evidencing any Contract that prohibits outstanding Indebtedness of the termination thereof by a SellerCompany or any Company Subsidiary; (uxvii) any distributionis a Contract relating to (A) an Aircraft Facility, reseller (B) the ANZ Lease Arrangements, (C) the ACOTS Lease Arrangement or agency agreement or other similar Contract(D) the MRO Facility; (vxviii) is a guarantee of any outstanding written commitment Indebtedness by the Company or any Company Subsidiary, or any liability or obligation of Seller or any of its Affiliates (other than the Company or any Company Subsidiary); (xix) is a Contract pursuant to enter into which the Company or any agreement of Company Subsidiary has agreed to settle, waive or otherwise compromise any Proceeding and under which the type described in the foregoing subsections of this Section 3.8.1Company or any Company Subsidiary has continuing obligations; and (wxx) each amendment, supplement and modification in respect of each of the foregoingis a collective bargaining agreement (or similar labor Contract).

Schedule 3. 8.1 sets forth 16(a) of the Disclosure Schedules contains a truecomplete, current and correct and complete list of each all of the following types of Contracts (whether written including oral Contracts) to which the Company or oral) any Subsidiary is a party, by which any of their respective properties or assets are bound, or under which the Sellers currently have Company or any obligations Subsidiary otherwise has material obligations, with each such responsive Contract identified by each corresponding category (i)-(xii) below: (i) any Contract with any Top Customer or liabilities Top Supplier; (ii) any Contract or group of related Contracts which involve expenditures or receipts by the Company or any Subsidiary that require payments or yield receipts of more than $50,000 in any twelve (12) month period or more than $100,000 in the conduct aggregate; (iii) any Contract with any of its officers, directors, employees, consultants or Affiliates (other than at-will employment arrangements with employees entered into the Business (together with Real Property Leases listed in Schedule 3.13.1, collectively, the “Material Contracts”Ordinary Course of Business), trueincluding all non-competition, correct severance, and complete copies indemnification agreements; (iv) any agreement presently in effect for the license of which have been made available any Intellectual Property involving the payment by or to the Purchaser at least five Company or any Subsidiary in excess of $50,000 per year; (5v) Business Days prior to the date hereof: any power of attorney; (avi) any partnership, joint venture, profit-sharing or similar agreement entered into with any Person; (vii) all Contracts relating to any merger, consolidation or other similar Contract business combination with any other Person or arrangement currently in effect, or any Contract relating to the acquisition or disposition of a business enterprise (whether by mergerany other entity or its business, its equity securities or its material assets or the sale of stocka company, sale its business, its equity securities or its material assets (other than in the Ordinary Course of assetsBusiness); (viii) any loan agreement, agreement of indebtedness, credit, note, security agreement, guarantee, mortgage, indenture or otherwise) that have been consummated and under which there remain any continuing obligations other document relating to Indebtedness, borrowing of money or rights extension of credit by or that remain in effect but have not yet been consummated, to the Company or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligation; (b) any Contract for Indebtedness (in any case, whether incurred, assumed, guaranteed, or secured by any asset) which, individually, is Subsidiary in excess of $25,000, 50,000; (ix) any material settlement agreement entered into within three (3) years prior to the date of this Agreement or under which the Company or any Subsidiary has outstanding obligations (other than Contracts relating to trade payables; customary obligations of confidentiality); (cx) any Contract with either a Material Customer or a Material Supplier; (d) any Contract that limits such Seller from marketinggranting, sellinglicensing, sublicensing or otherwise promoting or providing its services in transferring any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types Intellectual Property of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions the Company or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract with (i) any Seller Party or any of their respective Affiliates (Subsidiary other than the Seller) or (ii) any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as licenses of the Closing; (i) any employment Contract, other than any offer letter Company’s or such Subsidiary’s Intellectual Property included in the Company’s or such Subsidiary’s form customer agreements entered into by a Seller in the Ordinary Course that of Business; (A) provides for total annual remuneration of less than $100,000 and (B) does not provide for the payment of severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Law; (jxi) any managementagreement entered into outside the Ordinary Course of Business and presently in effect, service, consulting, independent contractor involving payment to or other similar Contract excluding those terminable “at will” without penalty; (k) any Contract with any Governmental Authority; (l) any leases obligations of personal property having a value in excess of $5,000; 50,000, not otherwise described in this Section 3.16(a); and (mxii) any other Contract that creates a Lien (other than a Permitted Lien) on all or any portion of is material to the Purchased Assets; (n) any Contract for a collective bargaining agreement or other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in Company and the aggregate; (p) any Contract providing that a Seller indemnify any Person, other than Contracts in the Ordinary Course; (q) any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss or termination of which would reasonably be expected to have a Material Adverse Effect; (s) any Contract not otherwise of a type listed above involving reasonably anticipated aggregate payments to or from a Seller in excess of $100,000 annually; (t) any Contract that prohibits the termination thereof by a Seller; (u) any distribution, reseller or agency agreement or other similar Contract; (v) any outstanding written commitment to enter into any agreement of the type described in the foregoing subsections of this Section 3.8.1; and (w) each amendment, supplement and modification in respect of each of the foregoingBusiness.

Schedule 3. 8.1 sets forth a true15(a) of the Company Disclosure Schedules lists, correct and complete list as of each the date of this Agreement, the following Contracts (whether written other than Government Contracts) to which the Company is a party: (i) any agreement (or oralgroup of related agreements) for the lease of personal property to or from any Person providing for lease payments; (ii) all Leases for Leased Real Property; (iii) any agreement (or group of related agreements) for the purchase or sale of supplies, products, or other personal property in excess of $75,000, or for the furnishing to or receipt by the Company of services in excess of $75,000; (iv) any agreement concerning a partnership or joint venture; (v) any agreement (or group of related agreements) under which the Sellers currently have any obligations or liabilities in the conduct of the Business (together with Real Property Leases listed in Schedule 3.13.1it has created, collectively, the “Material Contracts”), true, correct and complete copies of which have been made available to the Purchaser at least five (5) Business Days prior to the date hereof: (a) any partnership, joint venture, or other similar Contract or arrangement currently in effect, or any Contract relating to the acquisition or disposition of a business enterprise (whether by merger, sale of stock, sale of assets, or otherwise) that have been consummated and under which there remain any continuing obligations or rights or that remain in effect but have not yet been consummated, or any other Contract under which such Seller has any Liability with respect to an “earn-out,” contingent purchase price, deferred purchase price or similar contingent payment obligation; (b) any Contract for Indebtedness (in any case, whether incurred, assumed, guaranteedor guaranteed any indebtedness for borrowed money, or secured by any asset) whichcapitalized lease obligation, individuallyor under which it has imposed an Encumbrance on any of its assets, is in excess of $25,000tangible or intangible, other than Contracts relating to trade payablesor any currency or interest rate swap, collar or hedge agreement; (cvi) any Contract with either a Material Customer agreement concerning confidentiality or a Material Suppliernon-competition or which contains any covenant that purports to restrict the business activity of the Company or limits its ability to engage in any line of business; (dvii) any Contract that limits such Seller from marketing, selling, or otherwise promoting or providing its services in any geographic area; (e) any Contract that involves standstill or similar arrangements pursuant to which such Seller has agreed not to pursue one or more types of business transactions with any Person; (f) any Contract that contains any exclusivity right in favor of a third party, including any obligation to purchase goods or services exclusively from or refer parties exclusively to any third party; (g) any Contract under which “most favored nation” pricing provisions or any similar provision requiring that a third party be offered terms or concessions at least as favorable as those offered to one or more Persons; (h) any Contract agreement with (i) any Seller Party or any of their respective Affiliates (other than the Seller) or Shareholder, (ii) Affiliates of any manager, member, director or officer of a Seller (other than for employment on customary terms), other than Contracts that will be terminated as of the ClosingShareholders or (iii) any employee or director of the Company; (iviii) any employment Contract, other than any offer letter entered into by a Seller in the Ordinary Course that (A) provides for total annual remuneration of less than $100,000 and (B) does not provide agreement for the payment employment of any individual on a full-time, part-time, consulting, or other basis or providing severance or otherwise grant or provide for entitlements beyond those granted or provided to “at will” employees generally or as required by applicable Lawbenefits; (jix) any managementcollective bargaining agreement; (x) any agreement under which it has advanced or loaned any amount to any of its directors, serviceofficers, consulting, independent contractor and employees outside the ordinary course of business; (xi) any agreement for the acquisition of securities or substantially all the assets of any other similar Contract excluding those terminable “at will” without Person (including by merger or consolidation); (xii) any agreement containing an express undertaking to pay liquidated damages or a penalty; (kxiii) any Contract with any Governmental Authority; (l) any leases agreement under which the consequences of personal property having a value in excess of $5,000; (m) any Contract that creates a Lien (other than a Permitted Lien) on all or any portion of the Purchased Assets; (n) any Contract for a collective bargaining agreement or other labor union Contract; (o) any Contract pursuant to which (i) a Seller permits or agrees to permit any other Person to use, enforce, or register any Intellectual Property Rights (including, any license, royalty, indemnification, settlement, consent-to-use, standstill, or similar agreements) or (ii) a Seller is permitted to use, enforce, or register any Intellectual Property Rights, excluding Contracts for commercially available, off-the-shelf Software products with fees less than $10,000 per year individually or $100,000 per year in the aggregate; (p) any Contract providing that a Seller indemnify any Person, other than Contracts in the Ordinary Course; (q) any power of attorney granted by a Seller that is currently effective and outstanding; (r) any Contract the loss default or termination of which would could reasonably be expected to have a Material Adverse Effect;Effect on the Company; and (sxiv) any Contract other agreement not otherwise already disclosed pursuant to this Section 3.15(a) (or group of a type listed above involving reasonably anticipated aggregate payments to or from a Seller related agreements) which involves the payment by the Company of consideration in excess of $100,000 annually; (t) any Contract that prohibits 75,000. The foregoing are referred to collectively as the termination thereof by a Seller; (u) any distribution, reseller or agency agreement or other similar Contract; (v) any outstanding written commitment to enter into any agreement of the type described “Material Contracts.” No representation is made in the foregoing subsections of this Section 3.8.1; and 3.15 as to matters relating to Government Contracts (w) each amendment, supplement and modification it being understood that all representations relating to Government Contracts are set forth in respect of each of the foregoingSection 3.27).