Common use of Business Contracts Clause in Contracts

Business Contracts. (a) Schedule 2.13(a) sets forth a true, complete and correct list of the following Contracts (x) to which any of the Companies are a party as of the date of this Agreement or (y) by which any of the Companies are otherwise bound (other than (I) Contracts for commercially available software or any clickwrap, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”): (i) any Contract providing for aggregate annual payments to or by the Companies in excess of One Hundred Thousand Dollars ($100,000); (ii) any Contract that relates to the sale of any of the Companies, in whole or in part, directly or indirectly, or a material portion of the Companies’ assets, other than the sale of tangible personal property in the Ordinary Course of Business; (iii) any property management, leasing, brokerage or similar Contract with respect to the Real Property; (iv) any Contract relating to indebtedness (including, without limitation, guarantees) of any Company, in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at the Closing; (v) all collective bargaining agreements or agreements with any labor organization, union or association to which any Company is a party; (vi) any Contract under which any Company grants any exclusive rights, noncompetition rights, rights of first refusal, rights of first offer or rights of first negotiation to any Person; (vii) any Contract that contains a covenant not to compete that restricts the Business of the Companies or their Subsidiaries in any geographic location; (viii) all partnership agreements, limited liability company agreements and joint venture agreements relating to the Companies; and (ix) any Contract relating to the acquisition or sale of a business (or all or substantially all of the assets thereof) by the Companies. (b) HoldCo has made available or has caused to be made available to the Buyer Parties, prior to the date hereof, true, correct and complete copies of each Business Contract, together with all amendments or supplements thereto. There exist no defaults under any Business Contract by any of the Companies, or, to HoldCo’s Knowledge, by any other Person that is a party to any Business Contract. To HoldCo’s Knowledge, no party to any Business Contract other than the Companies intends to terminate any Business Contract.

Business Contracts. (a) Schedule 2.13(a4.8(a) sets forth hereto contains a true, correct and complete and correct list of the following Contracts (xwhether written or oral and including all amendments thereto) of the following types to which any of the Companies are Seller Subsidiary is a party or by which any Seller Subsidiary or any of its assets is bound (other than solely with respect to the NY Station) (each, a “Material Business Contract”) as of the date of this Agreement or (y) by which any of the Companies are otherwise bound (other than (I) Contracts for commercially available software or any clickwrap, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”): hereof: (i) any Contract providing for aggregate annual payments to Contracts not entered into in the ordinary course of business, (ii) Contracts with more than 12 months remaining on their terms, (iii) Contracts involving Liabilities exceeding Ten Thousand Dollars ($10,000) per year or by the Companies in excess of One Hundred Thousand Dollars ($100,000); (ii) any Contract that relates to the sale of any of the Companies, in whole or in part, directly or indirectly, or a material portion of the Companies’ assets, other than the sale of tangible personal property in the Ordinary Course of Business; (iii) any property managementaggregate, leasing, brokerage or similar Contract with respect to the Real Property; (iv) any Contract Leases; (v) capital or operating leases or conditional sales agreements relating to indebtedness (including, without limitation, guarantees) of any Companyasset used or held for use in the Business, in each case having an outstanding principal amount involving monthly payments in excess of One Hundred Ten Thousand Dollars ($100,00010,000), other than indebtedness that is being paid in full at the Closing; (v) all collective bargaining agreements or agreements with any labor organization, union or association to which any Company is a party; ; (vi) any Contract under which any Company grants any exclusive rightsemployment, noncompetition rightsemployee loan, rights of first refusalseverance, rights of first offer consulting, separation, collective bargaining or rights of first negotiation to any Person; other labor agreements (other than for employment terminable at will with no payment other than salary or wages accrued at normal rates or as required by law); (vii) any Contract that contains Trade Agreements involving air time with a covenant not to compete that restricts value in excess of Ten Thousand Dollars ($10,000) based upon standard rates published on the Business Station’s rate card as of the Companies or their Subsidiaries in any geographic location; date hereof; (viii) all partnership Program License Agreements and network affiliation agreements, limited liability company agreements and joint venture agreements relating to the Companies; and (ix) Contracts involving Proprietary Rights (other than Contracts for software licensed in consumer retail stores or similar retail outlets and subject to “shrink wrap” or similar consumer license agreements with a replacement cost and/or annual license fee of less than $10,000); (x) Contracts restricting the operation of the Business in any Contract geographical area or restricting the use of any Proprietary Rights; (xi) Contracts with Affiliates; (xii) Contracts relating to Indebtedness; (xiii) Contracts relating to the acquisition by any Seller Subsidiary of any business or sale of a business (equity securities or all or substantially all of the assets of any other Person; (xiv) Contracts under which the consequences of a default or termination would reasonably be expected to have a Material Adverse Effect; (xv) Contracts with respect to a settlement, conciliation or similar arrangement, the performance of which will involve payment after the Closing Date; (xvi) Contracts with respect to a partnership or joint venture; (xvii) Contracts under which a power of attorney is granted by or on behalf of any Seller Subsidiary; (xix) Contracts relating to the business or operation of WLYH or the assets, properties and rights used or held for use in connection therewith; (xx) any Contract that, if in effect on the date of this Agreement, is required to be identified on Schedule 4.25 and that relates to any MVPD headend serving (either alone or together with one or more other MVPD headends covered thereby and/or such other agreements with the operator thereof) by at least 10,000 subscribers; and (xxi) Contracts material to the Business, the Station and/or the Operating Companies’ financial condition, operation or prospects. (b) HoldCo Seller has made available or has caused to be made available to the Buyer Parties, prior to the date hereof, Purchaser a true, correct and complete copies copy of each Business Contract, together with all amendments or supplements thereto. There exist no defaults under any written Material Business Contract by any that is in effect as of the Companiesdate hereof, and a written summary of the material terms of each oral Material Business Contract that is in effect as of the date hereof. Except as set forth in Schedule 4.8(b) hereto, (i) each Material Business Contract is in full force and effect and constitutes a valid, binding and enforceable obligation of the Operating Company that is a party thereto, and, to the Knowledge of Seller, each other party thereto, in accordance with the respective terms thereof, except as such enforceability may be limited by principles of public policy, and subject to (A) the effect of any applicable Laws of general application relating to bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights and relief of debtors generally, and (B) the effect of rules of law and general principles of equity, including rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law); and (ii) under each Material Business Contract there exists no material breach or default (or event that with notice or the lapse of time, or both, would constitute a material breach or default) on the part of any Operating Company, or, to HoldCo’s Knowledgethe Knowledge of Seller (by written notice), by on the part of any other Person that is a party thereto. No TSG Company has received any written notice of the intention of any party to terminate, or substantially reduce the volume of its purchases, sales, products or advertisements under any Material Business Contract. To HoldCo’s KnowledgeExcept as set forth on Schedule 4.8(b), no party to TSG Company is in discussion regarding any amendment, modification, extension or termination of, and is not renegotiating, any Material Business Contract (other than any of the Companies intends to terminate any Business Contractsame initiated after the date hereof with regarding changes that would be permitted by Section 6.1(b)).

Business Contracts. (ai) Schedule 2.13(a3.1(o)(i) of the Parent Disclosure Schedule sets forth a true, complete and correct list of all Contracts of the following Contracts types listed in the categories below, in effect, (x) to which any of the Companies are Company is a party as of the date of this Agreement or party, (y) by to which Parent is a party and which relate to the Business or (z) to which any Affiliate of Parent is a party and which relate to the Companies are otherwise bound Business (other than (I) Contracts for commercially available software or any clickwrapcollectively with the Business Leases, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”): (iA) any Contract providing for with any third party engaged in the marketing, sale or distribution of the Products under which the aggregate annual payments to or by the Parent, the Company or the Selling Companies exceeded $50,000 for the fiscal year ended April 25, 2014; (B) the top ten (10) largest Contracts (by dollar value based on the fiscal year ended April 25, 2014), excluding purchase orders, for the supply of components or materials for use in the manufacturing of the Products; (C) any employment, management, consulting or similar Contract primarily related to the Business and requiring payment of annual gross compensation in excess of One Hundred Thousand Dollars ($100,000); (iiD) any Contract evidencing Indebtedness of the Company; (E) any (1) Intellectual Property Contract, other than software that relates is generally commercially available, pursuant to which a third party authorizes either Parent, the sale of Company or any of the CompaniesSelling Companies to use or practice any Intellectual Property used in the conduct of the Business or (2) any Intellectual Property Contracts pursuant to which any third party is granted a right with respect to any Transferred Intellectual Property or any Intellectual Property owned by or licensed to the Company; (F) any Contract for capital expenditures or the acquisition or construction of fixed assets for the benefit and use of the Business, in whole under which the aggregate payments by Parent, the Company or in partthe Selling Companies exceeded $200,000 for the fiscal year ended April 25, directly 2014; (G) any collective bargaining agreement or indirectlyagreement with any trade union, labor union, works council, employee organization or other representative of two or more Transferred Employees or other similar internal agreements; (H) any Assumed Contract or Contract to which the Company is a party or by which its assets are bound containing a covenant not to compete that impairs the ability of the Company or the Selling Companies to freely conduct the Business as the Business is conducted on the date hereof, or any other line of business, anywhere in the world; (I) any Contract with a material portion of group purchasing organization, hospital, hospital purchasing manager, physician, medical practice group, medical practice group manager or third-party payor primarily related to the Companies’ assetsBusiness, other than the sale of tangible personal property nondisclosure agreements, purchase orders and consignment agreements entered into in the Ordinary Course of Business, including any Contracts granting rights to use names of natural persons; (J) any power of attorney or agency agreement or similar arrangement with any Person pursuant to which such Person is granted the authority to act for or on behalf of the Company; and (K) any outstanding written commitment to enter into any agreement of the type described in subsections (A) through (J) of this Section 3.1(o)(i). (ii) Each such Business Contract is valid, binding and enforceable against Parent, the Company, or the Selling Company that is a party thereto and, to the Knowledge of Parent, the other parties thereto in accordance with its terms, and is in full force and effect in all material respects. None of the Company, Parent, or any Selling Company is in default under or in breach of any such Business Contract in any material respect. Neither Parent, the Company nor any Selling Company has given or received any written notice of termination or non-renewal under any Business Contract. Except as set forth in Schedule 3.1(o)(ii) of the Parent Disclosure Schedule, Parent has made available to Buyer complete and correct copies of all Business Contracts. (iii) any property management, leasing, brokerage or similar Contract with With respect to each of Australia, the Real Property; (iv) any Contract relating Netherlands, New Zealand, Saudi Arabia, Parent or one of its Affiliates has a distribution/agency channel for the Products and continues to indebtedness (including, without limitation, guarantees) of any Company, sell and market the Products in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at the Closing; (v) all collective bargaining agreements such country either under a distribution/agency agreement or agreements on a purchase order basis with any labor organization, union or association to which any Company is a party; (vi) any Contract under which any Company grants any exclusive rights, noncompetition rights, rights of first refusal, rights of first offer or rights of first negotiation to any Person; (vii) any Contract that contains a covenant not to compete that restricts the Business of the Companies or their Subsidiaries in any geographic location; (viii) all partnership agreements, limited liability company agreements and joint venture agreements relating to the Companies; and (ix) any Contract relating to the acquisition or sale of a business (or all or substantially all of the assets thereof) by the Companiesthird party distributor/agent. (b) HoldCo has made available or has caused to be made available to the Buyer Parties, prior to the date hereof, true, correct and complete copies of each Business Contract, together with all amendments or supplements thereto. There exist no defaults under any Business Contract by any of the Companies, or, to HoldCo’s Knowledge, by any other Person that is a party to any Business Contract. To HoldCo’s Knowledge, no party to any Business Contract other than the Companies intends to terminate any Business Contract.

Business Contracts. (a) Seller has made available to Purchaser accurate and complete copies of all Business Contracts, including all amendments thereto, and has provided a description of the terms of each Business Contract that is not in written form. Except for the Contracts set forth on Schedule 2.13(a) sets forth a true1.01(b), complete and correct list there is no other Contract of Seller or any of its Subsidiaries that specifically pertains to or is exclusively used in the conduct of the Business as presently conducted by Seller that would be responsive to any of the following Contracts (x) to which any of the Companies are a party as of the date of this Agreement or (y) by which any of the Companies are otherwise bound (other than (I) Contracts for commercially available software or any clickwrap, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”):categories: (i) any Contract providing for aggregate annual payments to or by the Companies in excess of One Hundred Thousand Dollars ($100,000)Real Property Lease; (ii) any Contract that relates to agreement for the sale tangible lease of any of the Companies, in whole or in part, directly or indirectly, or a material portion of the Companies’ assets, other than the sale of tangible personal property in the Ordinary Course of Businessfrom or to third parties; (iii) any property management, leasing, brokerage Contract for the purchase or similar Contract with respect to sale of products or for the Real Propertyfurnishing or receipt of services in excess of $250,000 annually; (iv) any value added reseller, distribution, or reseller Contract relating to indebtedness (including, without limitation, guarantees) providing for the distribution or resale of any Company, in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at the ClosingProduct; (v) all collective bargaining agreements any Contract, other than Standard Software, under which (i) Seller or agreements any of its Affiliates acquired or is authorized to use any Third Party-Intellectual Property, including any Third-Party Software, or (ii) Seller or any of its Affiliates granted or is required to grant to any Person any right or license to make, have made, manufacture, use, sell, offer to sell, import, export, or otherwise distribute any Seller-Owned Intellectual Property, Third-Party Intellectual Property or any Product, with any labor organizationor without the right to sublicense the same, union or association to which any Company is a partyexcluding Customer Contracts; (vi) any Contract under which providing for the development of any Company grants any exclusive rightsSoftware, noncompetition rightscontent, rights Technology or Intellectual Property Rights, independently or jointly, by or for Seller or an Affiliate of first refusal, rights of first offer or rights of first negotiation to any PersonSeller; (vii) any Contract that contains a covenant not imposing any restriction on the right or ability of Seller or any of its Subsidiaries or, after the Closing Date, the right or ability of Purchaser or any of its Affiliates (A) to engage or participate, to compete that restricts in any line of business or with any Person or in any area, or which would so limit the Business freedom of Purchaser or any of its Affiliates after the Closing Date (including granting exclusive rights or rights of first refusal to license, market, sell or deliver any of the Companies products or their Subsidiaries services offered by Seller or make use of any Technology or Intellectual Property Right), (B) to acquire any product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any other Person, or to transact business or deal in any geographic locationother manner with any other Person, or (C) develop or distribute any Technology or Intellectual Property Rights; (viii) all partnership agreementsany Contract providing for “most favored customer” terms or similar terms, limited liability company agreements and including such terms for pricing; (ix) any partnership, joint venture agreements or any sharing of revenues, profits, losses, costs or liabilities or any other similar Contract; (x) any Contracts relating to the Companies; andmembership of, or participation by, Seller in, or the affiliation of Seller with, any industry standards group or association; (ixxi) any Contract relating to Indebtedness or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset); (xii) any Contract under which (A) any Person has directly or indirectly guaranteed any Liabilities in connection with the Business or (B) Seller has directly or indirectly guaranteed Liabilities of any other Person (in each case other than endorsements for the purposes of collection in the ordinary course of business); (xiii) any Contract relating to the acquisition creation of any Lien, other than Permitted Liens, with respect to any material Purchased Asset; (xiv) any Government Contract. (xv) Government Contract or Government Contract Bid in connection with which Seller represented that Seller qualified as a “small business concern”; (xvi) any Contract which contains any provisions requiring Seller to indemnify any other party (excluding indemnities contained in agreements for the purchase, sale or license of products or services in the ordinary course of business consistent with past practice pursuant to Seller’s standard form agreement(s), as made available to Purchaser); (xvii) any Contract with any Related Person; (xviii) any management, severance, retention, change-in-control, bonus or other Contract with any Business Employee or Business Contract for the employment or engagement of any Service Provider on a business full time, part time, consulting or other basis (A) providing annual compensation (whether cash and/or otherwise), (B) providing for the payment of any cash or all other compensation or substantially all benefits upon the consummation of the assets thereofTransactions or (C) by otherwise restricting Seller’s or any of its Affiliates’ ability to terminate the Companiesemployment or engagement of any Service Provider at any time for any lawful reason or for no reason without penalty or liability; or (xix) collective bargaining agreements or other Contracts with any labor union or similar organization. (b) HoldCo has made available There exists no default or has caused event of default or event, occurrence, condition or act, with respect to Seller or such applicable Subsidiary, or to Seller’s Knowledge, with respect to any other contracting party, which, with the giving of notice, the lapse of time or the happening of any other event or condition, would reasonably be made available expected to the Buyer Parties, prior to the date hereof, true, correct and complete copies (i) become a default or event of each Business Contract, together with all amendments or supplements thereto. There exist no defaults default under any Business Contract by or (ii) give any third party (A) the right to declare a default or exercise any remedy under any Business Contract, (B) the right to a rebate, chargeback, refund, credit, penalty or change in delivery schedule under any Business Contract, (C) the right to accelerate the maturity or performance of any obligation of Seller or the Companiesapplicable Subsidiary of Seller party thereto under any Business Contract, oror (D) the right to cancel, to HoldCo’s Knowledge, by any other Person that is a party to terminate or modify any Business Contract. To HoldCo’s KnowledgeNeither Seller nor any Subsidiary of Seller has received any written or, no party to the Knowledge of Seller, oral notice regarding any actual or possible violation or breach of, default under, or intention to cancel or modify any Business Contract other than the Companies intends to terminate Contract. Neither Seller nor any Subsidiary of Seller has terminated or waived any rights, benefits or claims of Seller or its Subsidiary under any Business Contract. (c) Each Business Contract is in full force and effect enforceable in accordance with its terms and constitutes a legal, valid and binding agreement of Seller or any applicable Subsidiary of Seller party thereto, and Seller has no Knowledge that any Business Contract is not a legal, valid and binding agreement of any other party thereto, subject only to the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). Immediately following the Closing Date, each Business Contract shall remain a legal, valid and binding agreement of Purchaser and, to the Knowledge of Seller, each other party thereto, enforceable against Purchaser in accordance with its respective terms and, to the Knowledge of Seller, enforceable against each other party thereto in accordance with its respective terms, subject only to the effect, if any, of (i) bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights or remedies of creditors or (ii) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). (d) The Business Contracts set forth on Schedule 1.01(b) represent all Contracts, together with the Ancillary Agreements, sufficient for the conduct of the Business as currently conducted by Seller. No other Contract of Seller or any of its Subsidiaries (other than (i) standard non-disclosure agreements protecting trade secrets entered by Seller or any of its Subsidiaries into in the ordinary course of business consistent with past practice and (ii) Contracts for the license of Standard Software from a third party to Seller or any of its Subsidiaries) limit or otherwise restrict in any material respect the Business or any successor thereto or that would reasonably be expected to, after the Closing, limit or restrict in any material respect Purchaser or any of its Affiliates, from engaging or competing in any line of business, in any location or with any Person.

Business Contracts. (a) Schedule 2.13(a4.7(a) sets forth hereto contains a true, complete and correct list of the following Contracts each Business Contract (xwhether written or oral and including all amendments thereto) to which the Seller is a party or by which the Seller or any of the Companies are Purchased Assets is bound which is material to the Business, the Purchased Assets or the Assumed Liabilities (each, a party as of "Material Business Contract" and, collectively, the date of this Agreement or (y) by which any of the Companies are otherwise bound (other than (I) Contracts for commercially available software or any clickwrap, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “"Material Business Contracts”): (i) any Contract providing for aggregate annual payments to or by the Companies in excess of One Hundred Thousand Dollars ($100,000"); (ii) any Contract that relates to the sale of any of the Companies, in whole or in part, directly or indirectly, or a material portion of the Companies’ assets, other than the sale of tangible personal property in the Ordinary Course of Business; (iii) any property management, leasing, brokerage or similar Contract with respect to the Real Property; (iv) any Contract relating to indebtedness (including, without limitation, guaranteesthe following: (i) of all leases relating to all Leased Real Property; (ii) all capital or operating leases or conditional sales agreements relating to any CompanyPurchased Assets (other than Short Term Agreements), in each case having an outstanding principal amount involving monthly payments in excess of One Hundred Five Thousand Dollars ($100,0005,000); (iii) all noncompetition or other agreements restricting the ability of the Seller to engage in the Business in any location; (iv) all employment, consulting, separation, collective bargaining or other than indebtedness that is being paid in full at the Closing; labor agreements; (v) all collective bargaining agreements under which the Seller is obligated to indemnify, or agreements entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with any labor organization, union or association to which any Company is as a party; result of a breach of such agreement; (vi) any Contract under which any Company grants any exclusive rightseach agreement between the Seller and a third party in effect as of the date hereof for the sale of air time on the Station in exchange for goods and services used for the benefit of the Station ("Barter Agreements"), noncompetition rights, rights in each case involving payments in excess of first refusal, rights of first offer or rights of first negotiation to any Person; Five Thousand Dollars ($5,000); (vii) any Contract that contains a covenant not to compete that restricts the Business of the Companies or their Subsidiaries in any geographic location; all program and network affiliation agreements; (viii) all partnership agreements, limited liability company agreements contracts described in Section 2.2(c)(i); and joint venture agreements relating to the Companies; and (ix) all agreements with any other business unit or division of the Seller, any shareholder of Seller or any of their or Seller's Affiliates, officers or directors (collectively, "Related Party Agreements"); provided, however, that except for Barter Agreements involving payments in excess of Five Thousand Dollars ($5,000), any Contract relating to for the acquisition or sale of time on the Station shall be deemed not to be a Material Business Contract for purposes of this Section 4.7(a). For all purposes of and under this Agreement, the term "Short Term Agreement" shall mean an agreement entered into in the ordinary course of business (or all or substantially all of the assets thereof) that is terminable by the CompaniesSeller upon ninety (90) days or less notice without premium or penalty. (b) HoldCo has made available or has caused to be made available to the Buyer Parties, prior to the date hereof, true, correct and complete copies of each Business Contract, together with all amendments or supplements thereto. There exist no defaults under any Business Contract by any of the Companies, or, to HoldCo’s Knowledge, by any other Person that is a party to any Business Contract. To HoldCo’s Knowledge, no party to any Business Contract other than the Companies intends to terminate any Business Contract.

Business Contracts. (a) Schedule 2.13(a4.8(a) sets forth a true, complete and correct list of the Disclosure Schedules lists each of the following Contracts material contracts (whether written or oral and including all amendments and supplements thereto) (x) to which any of the Companies are a party as of the date of this Agreement or (y) by which any of the Companies Acquired Assets are bound or otherwise bound obligated, or (other than y) to which any member of Company Group is a party or by which any member of the Company Group is bound, in each case, which relate primarily to the Acquired Business or the Acquired Assets, (I) Contracts for commercially available software or any clickwrapcollectively and including the Acquired Contracts, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”): (i) any Contract providing for aggregate annual payments to or by the Companies in excess of One Hundred Thousand Dollars ($100,000)with any Material Customer; (ii) any Contract that relates to the sale of any of the Companies, in whole or in part, directly or indirectly, or with a material portion of the Companies’ assets, other than the sale of tangible personal property in the Ordinary Course of BusinessMaterial Supplier; (iii) any property management, leasing, brokerage or similar Contract with respect to the Real Propertya Material Distributor; (iv) any Contract relating to indebtedness (including, without limitation, guarantees) of any Company, in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at the ClosingIntellectual Property License Agreement; (v) all collective bargaining agreements any Contract for the licensing of any products or agreements with any labor organization, union or association to which any services of the Company is a partyGroup; (vi) any Contract under which that evidences or secures any Company grants any exclusive rights, noncompetition rights, rights of first refusal, rights of first offer or rights of first negotiation to any PersonEncumbrance on the Acquired Assets; (vii) any Contract that contains a covenant not capital or operating leases or conditional sales agreements relating primarily to compete that restricts the Business of the Companies or their Subsidiaries in any geographic locationAcquired Assets; (viii) all partnership agreementsany Contract pursuant to which any member of the Company Group or any of its Affiliates is entitled or obligated to acquire any assets from, limited liability company agreements and joint venture agreements relating to the Companies; andor sell any assets to, a third Person, which are, or if so acquired or disposed, would constitute Acquired Assets; (ix) any Contract that relates to the development, joint development, or co-ownership of any Owned Intellectual Property; (x) any Contract that includes any noncompetition, nonsolicitation or similar restriction on any member of the Company Group with respect to the Acquired Business or that similarly restricts, limits, or restricts the use, sale, enforcement or ownership of any of the Acquired Assets; (xi) any employment, consulting, noncompetition, or separation agreement relating to the acquisition Business Employees; (xii) any collective bargaining, union or sale of a business (labor agreements or all or substantially all arrangements covering any of the assets Business Employees; (xiii) any agreements with or for the benefit of any director, manager, officer or Business Employee, or any Affiliate or immediate family member thereof; and (xiv) all other Contracts that are material to the operation of the Acquired Business or the ownership of the Acquired Assets, in each case, that are not of the nature of the Contracts covered by the Companiesclauses (i)-(xiii) above (e.g., this subsection (xiv) does not cover any distribution Contract, regardless of whether it is a Contract with a “Material Distributor”). (b) HoldCo The Company Group has made available or delivered to Buyer a true and complete copy of each written Business Contract and a true written summary of each oral Business Contract. Each Acquired Contract is valid, binding and in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by the Enforceability Exceptions. Each member of the Company Group has caused performed, in all material respects, all of its obligations under each Acquired Contract to which it is a party and that are required to be made available to performed by such member of the Buyer Parties, prior to Company Group. There exists no material breach or default (or event that with notice or lapse of time would constitute a material breach or default) on the date hereof, true, correct and complete copies part of each Business any member of the Company Group under any Acquired Contract, together with all amendments and there has been no termination or supplements thereto. There exist no defaults under any Business Contract by any notice of the Companies, default or, to HoldCothe Company Group’s Knowledge, by any other Person that is a party to threatened termination under any Business Contract. To HoldCo’s Knowledge, no party to any Business Contract other than the Companies intends to terminate any Business such Acquired Contract.

Business Contracts. (ai) Section 4.1(h)(i)(2) and 4.1(h)(i)(3) of the Disclosure Schedule 2.13(a) sets forth a true, complete and correct list of the following Contracts (x) all Business Contracts to which any of the Companies Company and the Subsidiaries are a party as of the date of this Agreement or (y) by which any of the Companies Assets or the Business are otherwise bound or subject and (other y) all of the Business Contracts which will be transferred to the Company or a Subsidiary on or prior to the Closing, in each case, except for those Business Contracts having a total value of less than $100,000. Except as set forth on Section 4.1(h)(i)(2) and 4.1(h)(i)(3) of the Disclosure Schedule, neither the Business nor the Assets are subject to or bound by any Contract having a value greater than or equal to $100,000, which is a: (I1) Contracts for commercially available software lease of real property or any clickwrap, shrinkwrap personal property; (2) license agreement; (3) employment or non-competition agreement; (4) agreement or other similar standard form electronic Contracts and Company Benefit Plans and (II) arrangement for the Leases) (the “Business Contracts”):sale of goods or services to any Government or Governmental authority; (i5) agreement with any Contract providing distributor, dealer, sales agent or representative; (6) agreement with any manufacturer, supplier or customer with respect to discounts or allowances or extended payment terms; (7) joint venture or partnership agreement; (8) agreement guaranteeing, indemnifying or creating liability for aggregate annual payments the obligations or liabilities of another; (9) agreement for the borrowing or lending of money; (10) agreement with any bank, finance company or similar organization which acquires accounts receivable or contracts for the sale or merchandise on credit; (▇▇) ▇greement granting to any Person a Lien on any property or by asset; (12) agreement for the Companies construction or modification of any building or structure or for the incurrence of any other capital expenditure in excess of One Hundred Thousand Dollars $50,000; or ($100,000);13) agreement which is material to the operation of the Business. (ii) any Contract that relates to the sale of any of the Companies, in whole or in part, directly or indirectly, or a material portion of the Companies’ assets, other than the sale of tangible personal property Except as provided for in the Ordinary Course Master Agreement and the master agreement between Gilat and StarBand, neither the Business nor the Assets is subject to or bound by any contract which is an agreement which will restrict any one or more of Business;Purchaser, the Company and the Subsidiaries from conducting the Business in any manner anywhere in the world after the Closing. (iii) any property managementAll Business Contracts are valid and in full force and effect and constitute the legal, leasingvalid and binding obligations of the relevant Gilat Business Entity and, brokerage or similar Contract with respect to the Real Property;knowledge of the Gilat Parties, of the other parties thereto. There are no existing defaults by the Gilat Business Entities to any such Business Contracts and, to the knowledge of the relevant Gilat Parties, of the other parties thereto and no event, act or omission has occurred that would result in a default thereunder. (iv) any Contract relating to indebtedness (including, without limitation, guarantees) of any Company, in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at the Closing; (v) all collective bargaining agreements On or agreements with any labor organization, union or association to which any Company is a party; (vi) any Contract under which any Company grants any exclusive rights, noncompetition rights, rights of first refusal, rights of first offer or rights of first negotiation to any Person; (vii) any Contract that contains a covenant not to compete that restricts the Business of the Companies or their Subsidiaries in any geographic location; (viii) all partnership agreements, limited liability company agreements and joint venture agreements relating to the Companies; and (ix) any Contract relating to the acquisition or sale of a business (or all or substantially all of the assets thereof) by the Companies. (b) HoldCo has made available or has caused to be made available to the Buyer Parties, prior to the date hereofClosing Date, truethe Gilat Parties shall, correct or shall cause the relevant the Gilat Business Entities to, assign and complete copies of each transfer all Business Contract, together with all amendments or supplements thereto. There exist no defaults under any Business Contract by any Contracts listed in Section 4.1(h)(i)(2) and 4.1(h)(i)(3) of the Companies, orDisclosure Schedule, to HoldCo’s Knowledgethe Company effective as of the Closing Date, by at which time such Business Contracts shall constitute legal, valid and binding obligations of the Company or a Subsidiary, as the case may be, enforceable in accordance with their respective terms. Except as otherwise set forth in Sections 4.1(h)(i)(2) and 4.1(h)(i)(3) of the Disclosure Schedule, any other Person that is and all consents and novations necessary to transfer and assign the Business Contracts to the Company or a party Subsidiary, as the case may be, shall have been obtained on or prior to any Business Contract. To HoldCo’s Knowledge, no party to any Business Contract other than the Companies intends to terminate any Business ContractClosing.

Business Contracts. Set forth in Section 4.14 of the Disclosure Schedule is a complete and accurate list (such list organized to reflect the different subsections of this Section 4.14) of each Business Contract: (a) Schedule 2.13(afor the lease of real or personal property providing for annual rentals of $135,000 or more; (b) sets forth a true, complete and correct list of the following Contracts that is reasonably likely to require either (x) annual payments to which any or from Phoenix and its Subsidiaries or the Business of the Companies are a party as of the date of this Agreement more than $1,000,000 or (y) aggregate payments to or from Phoenix and its Subsidiaries or the Business of more than $5,000,000; (c) with respect to any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to Phoenix and its Subsidiaries or the Business or in which Phoenix or any of its Subsidiaries owns any voting or economic interest, other than any partnership that is wholly owned by Phoenix or any of its Subsidiaries; (d) relating to Indebtedness; (e) that (i) purports to limit in any material respect either the type of business in which Phoenix or any of its Subsidiaries (or after the Closing, Parent or any of its Subsidiaries or Affiliates) may engage or the manner or locations in which any of them may so engage in any business, (ii) could require the Companies are otherwise bound disposition of any material assets or line of business of Phoenix or any of its Subsidiaries (or after the Closing, Parent or any of its Subsidiaries or Affiliates), (iii) grants “most favored nation” status that, following the Closing, would apply to the Surviving Corporation or any of its Subsidiaries (or after the Closing, Parent or any of its Subsidiaries or Affiliates), (iv) prohibits or limits in any material respect the right of Phoenix or any of its Subsidiaries (or after the Closing, Parent or any of its Subsidiaries or Affiliates) to make, sell or distribute any products or services or (v) grants any Person (other than (IEmployees as part of the Business) Contracts for commercially available software exclusive or similar rights in respect of any services in any line of business or any clickwrap, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”): (i) any Contract providing for aggregate annual payments geographic area with respect to or by affecting Phoenix or any of its Subsidiaries (or after the Companies in excess Closing, Parent or any of One Hundred Thousand Dollars ($100,000its Subsidiaries or Affiliates); (iif) any Contract that relates containing a standstill or similar agreement pursuant to the sale of which Phoenix or any of its Subsidiaries has agreed not to acquire assets or securities of the Companies, in whole other party or in part, directly or indirectly, or any of its Affiliates; (g) that is a material portion Intellectual Property Contract (other than licenses for commercial off-the-shelf or shrink wrap software that has not been modified or customized for Phoenix or any of its Subsidiaries); (h) pursuant to which Phoenix or any of its Subsidiaries or the Companies’ assetsBusiness is or may be obligated to make payments, contingent or otherwise, on account of or arising out of prior acquisitions or sales of businesses, assets (other than the sale or purchase of tangible personal property products and services by the Company and its Subsidiaries in the Ordinary Course of Business), or stock of other companies; (iiii) any property management, leasing, brokerage that is an employee collective bargaining agreement or similar Contract with respect to the Real Propertyany labor organization; (ivj) that is between or among the Principal Stockholders, or any Contract relating one of them and/or any of their Affiliates on the one hand, and Phoenix or any of its Subsidiaries, on the other hand; (k) that is a stockholder agreement, voting trust or other contract or understanding to indebtedness (including, without limitation, guarantees) which a Principal Stockholder or any of its Affiliates are a party or to which a Principal Stockholder or any Companyof its Affiliates is bound, in each case having an outstanding principal amount in excess relating to the voting, purchase, redemption or other acquisition of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at any shares of the Closingcapital stock of Phoenix or any of its Subsidiaries; (vl) all collective bargaining agreements that is subject to an advance against a Rebate or agreements with any labor organization, union a signing bonus of $1,000,000 or association to which any Company is a partymore; (vim) any Contract under which any Company grants any exclusive rights, noncompetition rights, rights providing for indemnification of first refusal, rights of first offer or rights of first negotiation to any Person, except for any Business Contract that is (x) not material to Phoenix and its Subsidiaries, taken as a whole, or the Business or (y) entered into in the Ordinary Course; (viin) any Contract that contains a covenant not put, call or similar right pursuant to compete that restricts which Phoenix or any of its Subsidiaries or the Business could be required to purchase or sell, as applicable, any equity interests of the Companies any Person or their Subsidiaries in any geographic location; (viii) all partnership agreements, limited liability company agreements and joint venture agreements relating to the Companiesassets that have a fair market value or purchase price of more than $250,000; and (ixo) that is a Government Contract that is reasonably likely to require either annual payments to or from Phoenix and its Subsidiaries or the Business of more than $2,000,000. The Business Contracts included in (a) through (o) being collectively referred to herein as the “Material Contracts”. There does not exist under any Material Contract relating any violation, breach, default or event of default, or alleged violation, breach, default or event of default, or event or condition that, after notice or lapse of time or both, would constitute a material violation, breach, default or event of default thereunder on the part of Phoenix or its Subsidiaries) or, to the acquisition or sale of a business (or all or substantially all Company’s Knowledge, any other party thereto. Each of the assets thereof) by the Companies. (b) HoldCo has made available Material Contracts is in full force and effect and constitutes a legal, valid, enforceable and binding obligation of Phoenix or has caused to be made available to the Buyer Partiesits Subsidiaries, prior to the date hereof, true, correct and complete copies of each Business Contract, together with all amendments or supplements thereto. There exist no defaults under any Business Contract by any of the Companiesas applicable, or, to HoldCothe Company’s Knowledge, by any other Person that is a party thereto in accordance with the express terms thereof, subject to any Business Contractbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. To HoldCoThere are no material disputes involving Phoenix or its Subsidiaries, pending or, to the Company’s Knowledge, threatened, under any Material Contract. There are no party to material disputes involving any Business Contract Person other than Phoenix or its Subsidiaries pending or, to the Companies intends Company’s Knowledge, threatened, under any Material Contract. Phoenix has made available to terminate any Business ContractParent complete and accurate copies of all of the Material Contracts, and all amendments and modifications thereto.