Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. Except as specifically identified in Schedule 2.12, Company is not a party or subject to any of the following (whether oral or written): (a) any contract, commitment, agreement, quotation or purchase order providing for payments by or to Company in an amount in excess of $10,000 individually or $50,000 in the aggregate; (b) any agreement under which Company is licensor of Intellectual Property (as defined in Section 2.13), or under which Company is licensee of any Intellectual Property of any other person (except for standard “shrink wrap” licenses for off-the-shelf software products); (c) any agreement by Company to encumber, transfer or sell rights in or with respect to any Intellectual Property (as defined in Section 2.13 below); (d) any agreement for the sale or lease of real or personal property; (e) any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer, volume purchase agreement or other agreement for the distribution or sale of Company’s products (other than individual purchase orders in the ordinary course of business consistent with past practice); (f) any franchise agreement; (g) any stock redemption or purchase agreement; (h) any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) any instrument evidencing indebtedness for borrowed money or guarantees thereof; (j) any contract containing covenants purporting to limit Company’s freedom to compete in any line of business in any geographic area; (k) any agreement of indemnification or warranting other than standard warranties in connection with the sale of products and/or services in the ordinary course of business, consistent with past practice; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets by Company or any Intellectual Property, which involves payments individually in excess of $10,000 individually or $50,000 in the aggregate; (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $10,000 individually or $50,000 in the aggregate; (o) any agreement relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Capital Stock or other securities of Company or any options, warrants or other rights to purchase or otherwise acquire any such shares of Company Capital Stock, other securities or options, warrants or other rights therefor, except for those agreements conforming to the standard agreement under the Stock Plans; (p) any contract providing for development of technology for Company, except the Development Agreement; (q) any contract or agreement for the employment of any officer, employee or consultant of Company or any other type of contract, agreement or understanding with any officer, employee or consultant of Company that is not immediately terminable by Company without cost or liability; (r) any contract for consulting or similar services with a term of more than sixty (60) days and which is not terminable without penalty with notice of thirty (30) days or less; or (s) any contract granting most favored nation pricing and/or terms to any customer, licensee, purchaser, reseller, promoter or remarketer of any products or services. (t) any contract with or commitment to any labor union; or (u) any other oral or written agreement, obligation or commitment that is material to Company, its financial condition, business or prospects. All agreements, contracts, obligations and commitments listed in Schedules 2.12, 2.13 and 2.16 (collectively “Material Agreements”) are valid and in full force and effect. Neither Company nor any other party is in breach of or default under any material term of any Material Agreement, nor will Company nor any other party be in breach of or default (with or without notice or lapse of time, or both) under any such term after giving effect to the Merger or the transactions contemplated hereby. No party to any such Material Agreement has given notice that Company is in breach or default thereunder, and no party to any such Material Agreement intends to cancel, withdraw, modify or amend such Material Agreement. A true and complete copy of each Material Agreement and all amendments and schedules thereto has been delivered to Parent’s counsel. Company is not a party to any Material Agreement or any other agreement, contract or instrument with any customer, supplier, landlord or labor union or association that (i) contains any provision that is or could reasonably be expected to become materially burdensome to Company, other than provisions that are in the ordinary course of Company’s businesses and are consistent with industry practice;(ii) provides for discounts or favored pricing to any future purchase of Company’s products or services; (iii) provides for any increases in the prices to be paid by Company to any supplier for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by Company.

Agreements and Commitments. Except as specifically identified in Schedule SCHEDULE 2.12, Company is not a party or subject to any of the following (whether oral or written): (a) any contract, commitment, agreement, quotation or purchase order providing for payments by or to Company in an aggregate amount of (i) $75,000 or more in excess the ordinary course of $10,000 individually business, consistent with past practice, or (ii) $50,000 or more not in the aggregateordinary course of business, consistent with past practice; (b) any agreement under which Company is licensor of Intellectual Property (as defined in Section 2.13), or under which Company is licensee of any Intellectual Property of any other person Person (except for standard “"shrink wrap” " licenses for off-the-shelf software products); (c) any agreement by Company to encumber, transfer or sell rights in or with respect to any Intellectual Property (as defined in Section 2.13 below); (d) any agreement for the sale or lease of real or personal propertyproperty involving more than $25,000 per year; (e) any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer, volume purchase agreement or other agreement for the distribution or sale of Company’s 's products (other than individual purchase orders in the ordinary course of business consistent with past practice); (f) any franchise agreement; (g) any stock redemption or purchase agreement; (h) any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) any instrument evidencing indebtedness for borrowed money or guarantees thereof; (j) any contract containing covenants purporting to limit Company’s 's freedom to compete in any line of business in any geographic area; (k) any agreement of indemnification or warranting other than standard warranties in connection with the sale of products and/or services in the ordinary course of business, consistent with past practice; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $10,000 individually or $50,000 in the aggregate50,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 2.26) by Company or any Intellectual Property, which involves payments individually in excess of $10,000 individually 50,000 or $50,000 in the aggregateaggregate in excess of $100,000 in the ordinary course of business, consistent with past practice; (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $10,000 individually 75,000 or $50,000 in the aggregateaggregate in excess of $125,000 in the ordinary course of business, consistent with past practice; (o) any agreement relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Capital Stock capital stock or other securities of Company or any options, warrants or other rights to purchase or otherwise acquire any such shares of Company Capital Stockcapital stock, other securities or options, warrants or other rights therefor, except for those agreements conforming to the standard agreement under the Stock Plans; (p) any contract providing for development of technology for Company, except the Development Agreement; (q) any contract or agreement for the employment of any officer, employee or consultant of Company or any other type of contract, agreement or understanding with any officer, employee or consultant of Company that is not immediately terminable by Company without cost or liability; (r) any contract for consulting or similar services with a term of more than sixty (60) days and which is not terminable without penalty with notice of thirty sixty (3060) days or less; or (s) any contract granting most favored nation pricing and/or terms to any customer, licensee, purchaser, reseller, promoter or remarketer of any products or services.; (t) any contract with or commitment to any labor union; or (u) any other oral or written agreement, obligation or commitment that is material to Company, its financial condition, business or prospects. All agreements, contracts, obligations and commitments listed in Schedules SCHEDULES 2.12, 2.13 and 2.16 2.16. (collectively “Material Agreements”"MATERIAL AGREEMENTS") are valid and in full force and effect. Neither Company nor nor, to the knowledge of Company, any other party is in breach of or default under any material term of any Material Agreement, nor will Company nor nor, to Company's knowledge, any other party be in breach of or default (with or without notice or lapse of time, or both) under any such term after giving effect to the Merger or the transactions contemplated hereby. No party to any such Material Agreement has given notice that Company is in breach or default thereunder, and to the knowledge of Company, no party to any such Material Agreement intends to cancel, withdraw, modify or amend such Material Agreement. A true and complete copy of each Material Agreement and all amendments and schedules thereto has been delivered to Parent’s 's counsel. Company is not a party to any Material Agreement or any other agreement, contract or instrument with any customer, supplier, landlord or labor union or association that (i) contains any provision that is or could reasonably be expected to become materially burdensome to Company, other than provisions that are in the ordinary course of Company’s 's businesses and are consistent with industry practice;(iipractice; (ii) provides for discounts or favored pricing the reduction of prices charged by Company to any future purchase of Company’s Significant Customer (as defined in Section 2.24) for its products or servicesservices other than price reductions that are proportionate to reductions in the related costs (including, without limitation, any "most favored customer" provisions); (iii) provides for any increases in the prices to be paid by Company to any supplier Significant Supplier (as defined in Section 2.25) for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by Company.

Agreements and Commitments. Except as specifically identified set forth in Schedule 2.123.12, Company neither Target nor any of its Subsidiaries is not a party or subject to any of the following (whether oral or written):written executory agreement, contract, obligation or commitment that is material to Target or its Subsidiaries, its financial condition, business or prospects, including but not limited to the following: (a) any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to Company Target in an aggregate amount in excess of (i) $10,000 individually 100,000 or $50,000 more in the aggregateordinary course of business or (ii) $250,000 or more not in the ordinary course of business; (b) any license agreement under which Company Target or any of its Subsidiaries is licensor of Intellectual Property (as defined in Section 2.13), licensor; or under which Company Target or any of its Subsidiaries is licensee of any Intellectual Property of any other person (except for standard “"shrink wrap” " licenses for off-the-shelf software products); (c) any agreement by Company Target or any of its Subsidiaries to encumber, transfer or sell rights in or with respect to any Target Intellectual Property (as defined in Section 2.13 3.13 below); (d) any agreement for the sale or lease of real or personal propertyproperty involving more than $100,000 per year; (e) any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer, volume purchase agreement or other agreement for the distribution or sale of Company’s Target's products (other than individual purchase orders in the ordinary course of business consistent with past practicebusiness); (f) any franchise agreement; (g) any stock redemption or purchase agreement; (h) any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) any instrument evidencing indebtedness for borrowed money or guarantees thereof; (j) any contract containing covenants purporting to limit Company’s Target's freedom to compete in any line of business in any geographic area; (k) any agreement of indemnification or warranting other than standard warranties in connection with the sale of products and/or services in the ordinary course of business, consistent with past practice; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $10,000 individually or $50,000 in the aggregate100,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 3.26) by Company Target or any of its Subsidiaries or any Target Intellectual Property, which involves payments individually in excess of $10,000 individually 100,000 or $50,000 in the aggregate;aggregate in excess of $250,000; or (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $10,000 individually 100,000 or $50,000 in the aggregate; (o) any agreement relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption aggregate in excess of any shares of Company Capital Stock or other securities of Company or any options, warrants or other rights to purchase or otherwise acquire any such shares of Company Capital Stock, other securities or options, warrants or other rights therefor, except for those agreements conforming to the standard agreement under the Stock Plans; (p) any contract providing for development of technology for Company, except the Development Agreement; (q) any contract or agreement for the employment of any officer, employee or consultant of Company or any other type of contract, agreement or understanding with any officer, employee or consultant of Company that is not immediately terminable by Company without cost or liability; (r) any contract for consulting or similar services with a term of more than sixty (60) days and which is not terminable without penalty with notice of thirty (30) days or less; or (s) any contract granting most favored nation pricing and/or terms to any customer, licensee, purchaser, reseller, promoter or remarketer of any products or services. (t) any contract with or commitment to any labor union; or (u) any other oral or written agreement, obligation or commitment that is material to Company, its financial condition, business or prospects$250,000. All agreements, contracts, obligations and commitments listed in Schedules 2.123.12, 2.13 and 2.16 3.13, 3.16.1, 3.16.2 or 3.16.4 (collectively “"Material Agreements”) "), are valid and in full force and effect. Neither Company Target nor any of its Subsidiaries nor, to the knowledge of Target, any other party is in breach of or default under any material term of any Material Agreementsuch agreement, obligation or commitment, nor will Company nor Target nor, to Target's knowledge, any other party be in breach of or default (with or without notice or lapse of time, or both) under any such term after giving effect to the Merger or Exchange. To the transactions contemplated hereby. No party to any such Material Agreement has given notice that Company is in breach or default thereunderknowledge of Target, and no party to any such Material Agreement contract, agreement or instrument intends to cancel, withdraw, modify or amend such Material Agreementcontract, agreement or arrangement. A true and complete copy Except as disclosed in Schedule 3.12, neither Target nor any of each Material Agreement and all amendments and schedules thereto has been delivered to Parent’s counsel. Company its Subsidiaries is not a party to any Material Agreement or any other agreement, contract or instrument with any customer, supplier, landlord or labor union or association that (i) contains any provision that is or could reasonably be expected to become materially burdensome to CompanyTarget or such Subsidiary, other than provisions that are in the ordinary course of Company’s businesses Target's and its Subsidiaries' business and are consistent with industry practice;(iipractice; (ii) provides for discounts the reduction of prices charged by Target or favored pricing any of its Subsidiaries to any future purchase of Company’s Significant Customer (as defined in Section 3.24) for its products or servicesservices other than price reductions that are proportionate to reductions in the related costs, (but including, without limitation, any "most favored customer" provisions); (iii) provides for any increases in the prices to be paid by Company Target or any of its Subsidiaries to any supplier Significant Supplier (as defined in Section 3.25) for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by CompanyTarget or such Subsidiary.

Agreements and Commitments. Except as specifically identified in Schedule SCHEDULE 2.12, Company is not a party or subject to any of the following (whether oral or written): (a) any contract, commitment, agreement, quotation or purchase order providing for payments by or to Company in an aggregate amount of (i) $50,000 or more in excess the ordinary course of business, consistent with past practice, or (ii) $10,000 individually or $50,000 more not in the aggregateordinary course of business, consistent with past practice; (b) any agreement under which Company is licensor of Intellectual Property (as defined in Section 2.13), or under which Company is licensee of any Intellectual Property of any other person Person (except for standard “"shrink wrap” " licenses for off-the-shelf software products); (c) any agreement by Company to encumber, transfer or sell rights in or with respect to any Intellectual Property (as defined in Section 2.13 below); (d) any agreement for the sale or lease of real or personal propertyproperty involving more than $10,000 per year; (e) any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer, volume purchase agreement or other agreement for the distribution or sale of Company’s 's products (other than individual purchase orders in the ordinary course of business consistent with past practice); (f) any franchise agreement; (g) any stock redemption or purchase agreement; (h) any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person; (i) any instrument evidencing indebtedness for borrowed money or guarantees thereof; (j) any contract containing covenants purporting to limit Company’s 's freedom to compete in any line of business in any geographic area; (k) any agreement of indemnification or warranting other than standard warranties in connection with the sale of products and/or services in the ordinary course of business, consistent with past practice; (l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $10,000 individually or $50,000 in the aggregate50,000; (m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 2.26) by Company or any Intellectual Property, which involves payments individually in excess of $10,000 individually or in the aggregate in excess of $50,000 in the aggregateordinary course of business, consistent with past practice; (n) any purchase order or contract for the purchase of raw materials which involves payments individually in excess of $10,000 individually or in the aggregate in excess of $50,000 in the aggregateordinary course of business, consistent with past practice; (o) any agreement relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any shares of Company Capital Stock capital stock or other securities of Company or any options, warrants or other rights to purchase or otherwise acquire any such shares of Company Capital Stockcapital stock, other securities or options, warrants or other rights therefor, except for those agreements conforming to the standard agreement under the Stock Plans; (p) any contract providing for development of technology for Company, except the Development Agreement; (q) any contract or agreement for the employment of any officer, employee or consultant of Company or any other type of contract, agreement or understanding with any officer, employee or consultant of Company that is not immediately terminable by Company without cost or liability; (r) any contract for consulting or similar services with a term of more than sixty (60) days and which is not terminable without penalty with notice of thirty sixty (3060) days or less; or (s) any contract granting most favored nation pricing and/or terms to any customer, licensee, purchaser, reseller, promoter or remarketer of any products or services. (t) any contract with or commitment to any labor union; or (u) any other oral or written agreement, obligation or commitment that is material to Company, its financial condition, business or prospects. All agreements, contracts, obligations and commitments listed in Schedules SCHEDULES 2.12, 2.13 and 2.16 2.16. (collectively “Material Agreements”"MATERIAL AGREEMENTS") are valid and in full force and effect. Neither Company nor any other party is in breach of or default under any material term of any Material Agreement, nor will Company nor any other party be in breach of or default (with or without notice or lapse of time, or both) under any such term after giving effect to the Merger or the transactions contemplated hereby. No party to any such Material Agreement has given notice that Company is in breach or default thereunder, and no party to any such Material Agreement intends to cancel, withdraw, modify or amend such Material Agreement. A true and complete copy of each Material Agreement and all amendments and schedules thereto has been delivered to Parent’s 's counsel. Company is not a party to any Material Agreement or any other agreement, contract or instrument with any customer, supplier, landlord or labor union or association that (i) contains any provision that is or could reasonably be expected to become materially burdensome to Company, other than provisions that are in the ordinary course of Company’s 's businesses and are consistent with industry practice;(iipractice; (ii) provides for discounts or favored pricing the reduction of prices charged by Company to any future purchase of Company’s Significant Customer (as defined in Section 2.24) for its products or servicesservices other than price reductions that are proportionate to reductions in the related costs (including, without limitation, any "most favored customer" provisions); (iii) provides for any increases in the prices to be paid by Company to any supplier Significant Supplier (as defined in Section 2.25) for any products or services; or (iv) provides for any warranty or similar obligations with respect to products or services other than an obligation to repair or replace products in the event of defective workmanship or materials provided by Company.