Common use of Agreements and Commitments Clause in Contracts

Agreements and Commitments. As of the date hereof, except as disclosed in Item 2.11 delivered by Target to Acquirer herewith, or as disclosed in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement Target is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to Target, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to Target in an aggregate amount of (i) $25,000 or more in the Ordinary Course or (ii) $25,000 or more not in the Ordinary Course; (b) Any license agreement under which Target is licensor (except for any nonexclusive software license granted by Target to customers in the Ordinary Course); or under which Target is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by Target to encumber, transfer or sell rights in or with respect to any material item of Target Intellectual Property (as defined in Section 2.12 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of Target's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating Target to purchase its capital stock; (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, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of Target incurred or made in the Ordinary Course, and except as disclosed in the Target Financial Statements; (j) Any contract containing covenants purporting to limit Target's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of Target or any other type of contract or commitment with any officer, employee or consultant of Target that is not immediately terminable by Target without cost or other liability. Except as noted in Item 2.5, all agreements, obligations and commitments disclosed in Item 2.11, Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on Target. Except as noted on Item 2.11, neither Target nor any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a

Agreements and Commitments. As of the date hereof, except as disclosed in Item 2.11 delivered by Target to Acquirer herewith, or as disclosed in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement Target is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to Target, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to Target in an aggregate amount of (i) $25,000 10,000 or more in the Ordinary Course or (ii) $25,000 5,000 or more not in the Ordinary Course; (b) Any license agreement under which Target is licensor (except for any nonexclusive software license granted by Target to customers in the Ordinary Course); or under which Target is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by Target to encumber, transfer or sell rights in or with respect to any material item of Target Intellectual Property (as defined in Section 2.12 hereof), excluding non-non- exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $25,000 10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of Target's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating Target to purchase its capital stock; (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, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of Target incurred or made in the Ordinary Course, and except as disclosed in the Target Financial Statements; (j) Any contract containing covenants purporting to limit Target's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of Target or any other type of contract or commitment with any officer, employee or consultant of Target that is not immediately terminable by Target without cost or other liability. Except as noted in Item 2.5, all agreements, obligations and commitments disclosed in Item 2.11, Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on Target. Except as noted on Item 2.11, neither Target nor to Target's knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such aa breach or default. Target is not a party to any contract or arrangement that it believes will have a Material Adverse Effect on Target. Target does not have liability for renegotiation of government contracts or subcontracts which can reasonably be expected to have a Material Adverse Effect on Target.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 2.11 delivered by Target to Acquirer herewith2.11, or as disclosed in Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, on the date of this Agreement Target is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitmentbinding obligation, that is material to Target, its financial condition, business or prospects, including but not limited to the following: (a) Any oral or written contract, commitment, letter agreement or purchase order providing for payments by or to Target in an aggregate amount of (i) $25,000 250,000 or more in the Ordinary Course or (ii) $25,000 100,000 or more not in the Ordinary Course; (b) Any license agreement under which Target is licensor (except for any nonexclusive software license granted by Target to customers in the Ordinary Course); or under which Target is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by Target to encumber, transfer or sell rights in or with respect to any material item of Target Intellectual Property (as defined in Section 2.12 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $25,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of Target's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating Target to purchase its capital stock; (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, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of Target incurred or made in the Ordinary Course, and except as disclosed in the Target Financial Statements; (j) Any contract containing covenants purporting to limit Target's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of Target or any other type of contract or commitment with any officer, employee or consultant of Target that is not immediately terminable by Target without cost or other liability. Except as noted in Item 2.5, all agreements, obligations and commitments disclosed in Item 2.11, Item 2.12, Item 2.15.3 or Item 2.15.6 as required by Section 2.11, Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on Target. Except as noted on Item 2.11, neither Target nor to the knowledge of Target any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such aa breach or default. Target is not a party to any contract or arrangement that it believes will have a Material Adverse Effect on Target. Target does not have liability for renegotiation of government contracts or subcontracts which can reasonably be expected to have a Material Adverse Effect on Target.

Agreements and Commitments. As of the date hereof, except as disclosed in Item 2.11 delivered by Target to Acquirer herewith3.10 of the Shareholder Disclosure Letter, or as disclosed in Item 2.123.11, Item 2.15.3 3.14.3 or Item 2.15.6 3.14.6 of the Shareholder Disclosure Letter as required by Section 2.123.11, Section 2.15.3 3.14.3 or Section 2.15.63.14.6, as the case may be, on the date of this Agreement Target the Company is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to Targetthe Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to Target the Company in an aggregate amount of (i) $25,000 10,000 or more in the Ordinary Course or (ii) $25,000 5,000 or more not in the Ordinary Course; (b) Any license agreement under which Target the Company is licensor (except for any nonexclusive software license granted by Target the Company to customers in the Ordinary Course); or under which Target the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by Target the Company to encumber, transfer or sell rights in or with respect to any material item of Target the Company Intellectual Property (as defined in Section 2.12 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $25,000 10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of Targetthe Company's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating Target the Company to purchase its capital stock; (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, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of Target the Company incurred or made in the Ordinary Course, and except as disclosed in the Target Company Financial Statements; (j) Any contract containing covenants purporting to limit Targetthe Company's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of Target the Company or any other type of contract or commitment with any officer, employee or consultant of Target the Company that is not immediately terminable by Target the Company without cost or other liability. Except as noted in Item 2.53.4 of the Shareholder Disclosure Letter, all agreements, obligations and commitments disclosed in Item 2.113.10, Item 2.123.11, Item 2.15.3 3.14.3 or Item 2.15.6 3.14.6 of the Shareholder Disclosure Letter as required by Section 2.113.10, Section 2.123.11, Section 2.15.3 3.14.3 or Section 2.15.63.14.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on Targetthe Company. Except as noted on Item 2.113.10 of the Shareholder Disclosure Letter, neither Target the Company nor to Shareholders' knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such aa breach or default. The Company is not a party to any contract or arrangement that Shareholders believe will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.