Common use of Certain Contracts and Arrangements Clause in Contracts

Certain Contracts and Arrangements. As of the date hereof, except as set forth on Schedule 4.17 of the Company Disclosure Letter or as set forth as exhibits to the Completed Commission Filings, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("Contracts") of the following nature (collectively, the "Material Contracts"): (a) Contracts with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries); (b) Contracts other than contracts entered into in the ordinary course of business (x) for the sale of any material amount of the assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets; (c) Contracts which materially restrict the Company or any of its Affiliates from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographical area; (d) Contracts which are material to the Company and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries (other than contracts entered into in the ordinary course of business); (e) Contracts involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 or more; (f) Contracts with any Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (g) Contracts which are material to the Company and contain a "change in control" or similar provision; (h) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $10,000,000 in the aggregate; (i) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and (j) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 per year. Except as set forth on Schedule 4.17 of the Company Disclosure Letter and except as has not had, does not have, and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, each of the Material Contracts is in full force and effect and neither the Company nor any of its Subsidiaries is in breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement, is any other party to any Material Contract in breach or default thereunder.

Certain Contracts and Arrangements. As of the date hereof, except as set forth on Schedule 4.17 4.17(a) of the Company Disclosure Letter or as set forth as exhibits to the Completed Commission FilingsLetter, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("Contracts") of the following nature (collectively, the "Material Contracts"): (a) Contracts (other than those filed as exhibits to the Completed Commission Filings) with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person officer who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 75,000 in total annual cash compensation from the Company or any of its Subsidiaries); (b) Contracts other than contracts entered into in the ordinary course of business (xi) for the sale of any material amount of the assets of the Company or any of its SubsidiariesSubsidiaries involving aggregate consideration of $50,000 or more, or (yii) for the grant to any Person of any preferential rights to purchase any material such amount of its assets; (c) Contracts which materially restrict the Company or any of its Affiliates from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographical area; (d) Contracts which are material to the Company and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries (other than contracts entered into in the ordinary course of businessbusiness consistent with past practice); (e) any confidentiality, nondisclosure or similar Contracts which contain any "standstill" provisions or similar restrictions on Acquisition Proposals by any third party (other than Buyer or its Affiliates); (f) Contracts involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 50,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oilpurchase, gas or other petroleum products in the ordinary course of business, the purchase lease or sale of assets, or a series of purchases and purchases, leases or sales of assets, involving aggregate consideration of $10,000,000 50,000 or more; (fg) Contracts with any Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (gh) Contracts which are material to the Company and contain a "change in control" or similar provision; (hi) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $10,000,000 50,000 in the aggregate; (ij) Contracts to be performed relating to capital expenditures with a value in excess of $600,000 in any calendar year, or in the aggregate capital expenditures with a value in excess of $1,800,000; (k) Contracts which contain restrictions with respect to the payment of dividends or any other distribution in respect of its capital stock (other than the Company Senior Credit Agreement); (l) Contracts containing covenants purporting to restrict the Company or any of its Affiliates from hiring or terminating any individual or group of individuals; (m) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and (jn) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 500,000 per year. Except as set forth on Schedule 4.17 4.17(b) of the Company Disclosure Letter and except as has not hadLetter, does not have, and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, each of the Material Contracts is in full force and effect and neither the Company nor any of its Subsidiaries is in material breach or default under any Material Contract nor, to the knowledge Knowledge of the Company, as of the date of this Agreement, is any other party to any Material Contract in breach or default thereunder.

Certain Contracts and Arrangements. As of the date hereof, except as set forth on Schedule 4.17 of the Company Disclosure Letter or as set forth as exhibits to the Completed Commission Filings, neither the Company Neither Seller nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("Contracts") Contracts of the following nature related in a material respect to, or having any material effect upon, the continued operation of the Acquired Business or the continued use of the Purchased Assets (collectively, the "“Material Contracts"”): (a) Contracts with any current or former employee, director or officer of the Company Seller or any of its Subsidiaries (other than any such person officer, director or employee who shall remain an employee of Seller after, or terminated upon, the Closing or who receives or received (during his or her last year of employment with the Company Seller or any of its Subsidiaries) less than $200,000 75,000 in total annual cash compensation from the Company Seller or any of its Subsidiaries); (b) Contracts other than contracts entered into in the ordinary course of business (x) for the sale of any material amount of the assets of the Company Seller or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets; (c) Contracts which materially restrict the Company Seller or any of its Affiliates Subsidiaries from competing in any material line of business or with any Person the Acquired Business in any geographical area, or which materially restrict any other Person from competing with the Company Seller or any of its Affiliates Subsidiaries in any material line of business or the Acquired Business in any geographical area; (d) Contracts which are material to Other than contracts entered into in the Company and ordinary course of business, contracts which restrict the Company Seller or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company Seller or any of its Subsidiaries Subsidiaries; (other than contracts entered into e) any confidentiality, nondisclosure or similar Contract, or any employment agreement containing any confidentiality or non-disclosure obligations, that would apply to one or more of the employees to be hired by Parent pursuant hereto in connection with its continuance of the ordinary course Acquired Business (excluding, for the avoidance of businessdoubt, nondisclosure and confidentiality agreements that apply to Seller generally); (ef) Contracts involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 200,000 or more; (fg) Contracts with any Affiliate of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (gh) Contracts which are material to the Company and contain a "change in control" provision requiring a third party’s consent to, or similar provisiongiving it a termination right following, an assignment by Seller or any of its Subsidiaries of the Acquired Business or the Purchased Assets; (hi) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess or the extension of $10,000,000 in the aggregatedebt; (ij) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and, which has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses by Seller or any of its Subsidiaries with any other party; (jk) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 50,000 per calendar year. Except as set forth on Schedule 4.17 ; (l) Any distribution, marketing, sales representative or similar agreement under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for, any product, service or technology of Seller or any of its Subsidiaries; (m) Any contract or arrangement providing for the Company Disclosure Letter development of any software, content, technology or Intellectual Property by or for (or for the benefit or use of) Seller or any of its Subsidiaries (other than intra company agreements between Seller and except as has not hadits Subsidiaries); (n) Any agreement, does not havecontract or arrangement, and could not reasonably be expected to have, either individually or other than customer contracts entered into in the aggregateordinary course of business, a Material Adverse Effect on pursuant to which Seller or any of its Subsidiaries has sold or licensed any rights in or to any software, technology or other Intellectual Property to any third party; and (o) Any contract or commitment for or relating to the Companyemployment or hiring of services of any officer, each employee, consultant, or independent contractor of Seller or any of its Subsidiaries to be hired by Buyer pursuant hereto or any other type of contract or understanding with any director, officer, employee or consultant of Seller or any of its Subsidiaries to be hired by Buyer pursuant hereto that is not immediately terminable by Seller or its Subsidiary, as the Material Contracts is in full force and effect and neither the Company case may be, without cost or other liability. Neither Seller nor any of its Subsidiaries is in breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this AgreementSeller’s Knowledge, is any other party to any Material Contract in breach or default thereunder, and each Material Contract to which Seller or its Subsidiaries is a party is in full force and effect and are assignable to Buyer or its Affiliates. To Seller’s Knowledge neither Seller nor any of its Subsidiaries is in breach of any warranty under any Material Contract with a customer to be assumed by Buyer.

Certain Contracts and Arrangements. As of Neither the date hereof, except as set forth on Schedule 4.17 of the Company Disclosure Letter or as set forth as exhibits to the Completed Commission Filings, neither the Company Seller nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("Contracts") Contracts of the following nature (collectively, the "“Material Contracts"”): (a) Contracts with any current or former employee, director or officer of the Company Seller or any of its Subsidiaries (other than any such person officer who receives or received (during his or her last year of employment with the Company Seller or any of its Subsidiaries) less than $200,000 100,000 in total annual cash compensation from the Company Seller or any of its Subsidiaries); (b) Contracts other than contracts entered into in the ordinary course of business (x) for the sale of any material amount of the assets of the Company Seller or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets; (c) Contracts which materially restrict the Company Seller or any of its Affiliates Subsidiaries from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company Seller or any of its Affiliates Subsidiaries in any material line of business or in any geographical area; (d) Contracts which are material to Other than contracts entered into in the Company and ordinary course of business, contracts which restrict the Company Seller or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company Seller or any of its Subsidiaries Subsidiaries; (e) any confidentiality, nondisclosure or similar Contracts which contain any “standstill” provisions or similar restrictions by any third party (other than contracts entered into in the ordinary course of businessParent or its Affiliates); (ef) Contracts involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 200,000 or more; (fg) Contracts with any Affiliate of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (gh) Contracts which are material to the Company and contain a "provision requiring a third party’s consent to, or giving it a termination right following, a change in control" control of the Seller or similar provisionany of its Subsidiaries; (hi) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess or the extension of $10,000,000 in the aggregatedebt; (ij) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and, which has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses by the Seller or any of its Subsidiaries with any other party; (jk) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 50,000 per year. Except as set forth on Schedule 4.17 ; (l) Any distribution, marketing, sales representative or similar agreement under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for, any product, service or technology of the Company Disclosure Letter and except as has not hadSeller or any of its Subsidiaries; (m) Any contract or arrangement providing for the development of any software, does not havecontent, and could not reasonably be expected to havetechnology or Intellectual Property by or for (or for the benefit or use of) the Seller or any of its Subsidiaries; (n) Any agreement, either individually contract or arrangement, other than customer contracts entered into in the aggregateordinary course of business, a Material Adverse Effect on pursuant to which the CompanySeller or any of its Subsidiaries has sold or licensed any rights in or to any software, each technology or other Intellectual Property to any third party; and (o) Any contract or commitment for or relating to the employment or hiring of services of any officer, employee, consultant, or independent contractor of the Material Contracts Seller or any of its Subsidiaries or any other type of contract or understanding with any director, officer, employee or consultant of the Seller or any of its Subsidiaries that is in full force and effect and neither not immediately terminable by the Company Seller or its Subsidiary, as the case may be, without cost or other liability. Neither the Seller nor any of its Subsidiaries is in material breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this AgreementSeller’s Knowledge, is any other party to any Material Contract in breach or default thereunder, and each Material Contract to which the Seller or its Subsidiaries is a party is in full force and effect and are assignable to the Buyer or its Affiliates. To the Seller’s Knowledge neither the Seller nor any of its Subsidiaries are in breach of any warranty under any Contract.

Certain Contracts and Arrangements. As of the date hereof, except as set forth on Schedule 4.17 of the Company Disclosure Letter or as set forth as exhibits to the Completed Commission Filings, neither Neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings ("“Contracts"”) of the following nature (collectively, the "“Material Contracts"”): (a) Contracts with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person officer who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 100,000 in total annual cash compensation from the Company or any of its Subsidiaries); (b) Contracts Contracts, other than contracts entered into in the ordinary course of business business, (x) for the sale of any material amount of the material assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its material assets; (c) Contracts which materially restrict the Company or any of its Affiliates Subsidiaries from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company or any of its Affiliates Subsidiaries in any material line of business or in any geographical area; (d) Other than Contracts which are material to entered into in the Company and ordinary course of business, Contracts which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries Subsidiaries; (e) Any confidentiality, nondisclosure or similar Contracts which contain any “standstill” provisions or similar restrictions by any third-party (other than contracts entered into in the ordinary course of businessParent or its Affiliates); (ef) Contracts involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third third-party, involving aggregate consideration of $10,000,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 100,000 or more; (fg) Contracts with any Affiliate of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (gh) Any current Contracts which are material to contain a provision requiring a third-party’s consent to, or giving it a termination right following, a change in control of the Company and contain a "change in control" or similar provisionany of its Subsidiaries; (hi) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess or the extension of $10,000,000 in the aggregatedebt; (ij) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and, which has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses by the Company or any of its Subsidiaries with any other party; (jk) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 100,000 per year. Except as set forth on Schedule 4.17 ; (l) Any distribution, marketing, sales representative or similar Contract under which any third-party is authorized to sell, sublicense, lease, distribute, market or take orders for, any product, service or technology of the Company Disclosure Letter and except as has not hador any of its Subsidiaries; (m) Any Contract providing for the current or future development of any software, does not havecontent, and could not reasonably be expected to havetechnology or Intellectual Property by or for (or for the benefit or use of) the Company or any of its Subsidiaries; (n) Any Contract, either individually or other than standard forms of customer Contracts entered into in the aggregateordinary course of business, a Material Adverse Effect on pursuant to which the CompanyCompany or any of its Subsidiaries has sold, each acquired or licensed any rights in or to any software, technology or other Intellectual Property to any third-party; and (o) Any Contract for or relating to the employment or hiring of services of any officer, employee, consultant, or independent contractor of the Material Contracts Company or any of its Subsidiaries or any other type of contract or understanding with any director, officer, employee or consultant of the Company or any of its Subsidiaries, in each case, that is in full force and effect and neither not terminable within fifteen (15) days by the Company or its Subsidiary without cost or other liability, other than with respect to a payment for services rendered prior to the date of termination. Neither the Company nor any of its Subsidiaries is in material breach or material default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement’s Knowledge, is any other party to any Material Contract in material breach or material default thereunder, and each Material Contract to which the Company or its Subsidiaries is a party is in full force and effect, and the consummation of the transactions contemplated by this Agreement will not result in any material breach or material default thereunder.

Certain Contracts and Arrangements. As of the date hereof, except Except as set forth on Schedule 4.17 of the Company Disclosure Letter or as set forth as exhibits to the Completed Commission Filings3.15, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or legally binding understandings ("“Contracts"”) of the following nature (collectively, the "“Material Contracts"”): (a) Contracts with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person officer who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 100,000 in total annual cash compensation from the Company or any of its Subsidiaries); (b) Contracts other than contracts entered into in the ordinary course of business (x) for the sale of any material amount of the assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets; (c) Contracts which materially restrict the Company or any of its Affiliates Subsidiaries from competing in any material line of business or with any Person in any geographical area, or which materially restrict any other Person from competing with the Company or any of its Affiliates Subsidiaries in any material line of business or in any geographical area; (d) Contracts which are material to Other than contracts entered into in the Company and ordinary course of business, contracts which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries Subsidiaries; (e) any confidentiality, nondisclosure or similar Contracts which contain any “standstill” provisions or similar restrictions by any third party (other than contracts entered into in the ordinary course of businessParent or its Affiliates); (ef) Contracts involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of purchases and sales of assets, involving aggregate consideration of $10,000,000 200,000 or more; (fg) Contracts with any Affiliate of the type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (gh) Contracts which are material to contain a provision requiring a third party’s consent to, or giving it a termination right following, a change in control of the Company and contain a "change in control" or similar provisionany of its Subsidiaries; (hi) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess or the extension of $10,000,000 in the aggregatedebt; (ij) Contracts relating to any material joint venture, partnership, strategic alliance or similar arrangement; and, which has involved, or is reasonably expected to involve, a sharing of revenues, profits, cash flows, expenses or losses by the Company or any of its Subsidiaries with any other party; (jk) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 250,000 per year; (l) Any distribution, marketing, sales representative or similar agreement under which any third party is authorized to sell, sublicense, lease, distribute, market or take orders for, any product, service or technology of the Company or any of its Subsidiaries; (m) Any contract or arrangement providing for the development of any software, content, technology or Intellectual Property by or for (or for the benefit or use of) the Company or any of its Subsidiaries; (n) Any agreement, contract or arrangement, other than standard forms of customer contracts entered into in the ordinary course of business, pursuant to which the Company or any of its Subsidiaries has sold or licensed any rights in or to any software, technology or other Intellectual Property to any third party; and (o) Any contract or commitment for or relating to the employment or hiring of services of any officer, employee, consultant, or independent contractor of the Company or any of its Subsidiaries or any other type of contract or legally binding understanding with any director, officer, employee or consultant of the Company or any of its Subsidiaries that is not immediately terminable by the Company or its Subsidiary, as the case may be, without cost or other liability. Except as set forth on Schedule 4.17 of the Company Disclosure Letter and except as has not had3.15, does not have, and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, each of the Material Contracts is in full force and effect and neither the Company nor any of its Subsidiaries is in material breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement’s Knowledge, is any other party to any Material Contract in material breach or default thereunder, and each Material Contract to which the Company or its Subsidiaries is a party is in full force and effect.

Certain Contracts and Arrangements. (a) As of the date hereof, except as set forth on Schedule 4.17 4.17(a) of the Company Disclosure Letter and except for inter-company contracts, agreements, instruments or understandings existing among the Company, PHFT (but, with respect to PHFT, not excluding any such contracts, agreements, instruments or understandings between any Australian entity (as set forth as exhibits minority interest only) and the rest of the group), PHFL (but, with respect to each of PHFT and PHFL, not excluding any such contracts, agreements, instruments or understandings between a securitised entity, on the Completed Commission Filingsone hand, and a non-securitised entity on the other) and their respective Subsidiaries, neither the Company nor any of its Subsidiaries is a party to or bound by any contracts, agreements, instruments or understandings which have not expired or been terminated ("Contracts") of the following nature (collectively, the "Material Contracts"): (ai) Contracts (other than those filed as exhibits to the Completed Commission Filings) with any current or former employee, director or officer of the Company or any of its Subsidiaries (other than any such person who receives or received (during his or her last year of employment with the Company or any of its Subsidiaries) less than $200,000 in total annual cash compensation from the Company or any of its Subsidiaries); (bii) Contracts other than contracts entered into in the ordinary course of business consistent with past practice (x) for the sale of any material amount of the assets of the Company or any of its Subsidiaries, or (y) for the grant to any Person of any preferential rights to purchase any material amount of its assets; (ciii) Contracts which materially restrict the Company or any of its Affiliates from competing in any material line of business or with any Person in any geographical areaarea in any material matter, or which materially restrict any other Person from competing with the Company or any of its Affiliates in any material line of business or in any geographical areaarea in any material matter; (div) Contracts which are material to the Company and which restrict the Company or any of its Subsidiaries from disclosing any information concerning or obtained from any other Person, or which restrict any other Person from disclosing any information concerning or obtained from the Company or any of its Subsidiaries (other than contracts entered into in the ordinary course of businessbusiness consistent with past practice); (ev) Contracts entered into since March 31, 2002 and involving (i) the acquisition, merger or purchase of all or substantially all of the assets or business of a third party, involving aggregate consideration of $10,000,000 250,000 or more, or (ii) other than the purchase or sale of assets in the ordinary course of business and other than contracts relating to the sale of oil, gas or other petroleum products in the ordinary course of business, the purchase or sale of assets, or a series of related purchases and or sales of assets, involving aggregate consideration of $10,000,000 250,000 or more; (fvi) Contracts with any Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act; (gvii) Contracts which are material to the Company and contain a "change in control" or similar provision; (hviii) Contracts, including mortgages or other grants of security interests, guarantees and notes, relating to the borrowing of money in an aggregate amount in excess of $10,000,000 250,000; provided that those Contracts reflected in the aggregateconsolidated financial statements of the Company and its Subsidiaries included in the Completed Commission Filings need not be disclosed on Schedule 4.17(a) of the Company Disclosure Letter; (iix) Contracts relating to constituting any material joint venture, partnership, strategic alliance or similar arrangement; and; (jx) Contracts existing on the date hereof involving revenues or payments in excess of $10,000,000 250,000 per year. Except as set forth on Schedule 4.17 , other than contracts entered into in the ordinary course of business consistent with past practice; and (xi) Contracts of the Company Disclosure Letter and except as has not had, does not have, and could not reasonably be expected to have, either individually or in type described under Item 601(b)(10) of Regulation S-K under the aggregate, a Material Adverse Effect on the Company, each of the Material Contracts is in full force and effect and neither the Company nor any of its Subsidiaries is in breach or default under any Material Contract nor, to the knowledge of the Company, as of the date of this Agreement, is any other party to any Material Contract in breach or default thereunderSecurities Act.