Common use of List of Material Contracts Clause in Contracts

List of Material Contracts. Section 3.15(a) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement the Company or any of the Company’s Subsidiaries is a party or by which they are bound, other than an Employee Plan (collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have previously been delivered to or made available to Parent or its agents or representatives, together with all material amendments thereto. (i) Any “material contract” (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to the Company Group, taken as a whole; (ii) Any material Contract with any of the Top Vendors; (iii) Any Contract that, in the twelve-month period ended March 31, 2024, was the source of $200,000 or more in revenue for the Company and its Subsidiaries, based on amounts paid or payable; (iv) Each debenture, Contract or other evidence of Indebtedness for borrowed money of the Company or any of the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in excess of $100,000; (v) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last three (3) years, in each case, involving payments in excess of $200,000 other than (A) Contracts in which the applicable acquisition or disposition has been consummated and there are no liabilities of the Company or its Subsidiaries remaining or obligations of the Company or its Subsidiaries ongoing and (B) any disposition of assets by the Company or any of its Subsidiaries in the ordinary course of business; (vi) The Leases set forth on Section 3.22(b) of the Company Disclosure Letter; (vii) Each Contract involving the formation of a joint venture, legal partnership or limited liability company (other than a wholly-owned Subsidiary of the Company); (viii) Each Contract involving the licensing, transfer, development or assignment of Intellectual Property by or of the Company and its Subsidiaries that is material to the business of the Company and its Subsidiaries (other than (A) Contracts under which the Company and its Subsidiaries obtain rights to use generally commercially available technology or software with an annual license fee of less than $200,000, (B) Contracts containing licenses granted to or received from end users, service providers, customers or partners in connection with the provision or receipt of services or the licensing or sale of any product or service in the ordinary course of business on terms substantially the same as the Company’s standard forms, (C) Contracts containing licenses that are merely incidental to the transaction contemplated in such Contract, the commercial purposes of which is primarily for something other than such license (and such license is not material to the Company), and (D) agreements with employees and independent contractors based substantially on the Company’s standard forms; provided, that such agreements must include non-disclosure and Intellectual Property assignment provisions that are identical, in all material respects, to the Company’s standard forms, in each case of clauses (A) – (D) on a non-exclusive basis; (ix) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case of clauses (A) and (B), that are material to the operation of the business of the Company and the Company’s Subsidiaries, taken as a whole; (x) Any Contract that grants to any Person any preferred pricing, “most-favored nation” or similar rights that are material to the operation of the business of the Company and the Company’s Subsidiaries, taken as a whole; (xi) Any Collective Bargaining Agreement; (xii) Any Contract that is a settlement, conciliation, or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have material outstanding obligations after the date of this Agreement; and (xiii) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal or first offer to purchase or acquire exclusive rights or ownership with respect to any Company Intellectual Property or to purchase or acquire equity interests in the Company or any of the Company’s Subsidiaries.

List of Material Contracts. Section 3.15(aSchedule 5.24(a) contains a list (ordered correspondingly to the list below) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as each of the date of this Agreement the Company or any of the Company’s Subsidiaries is following contracts and other agreements, including all amendments, supplements and modifications thereto (each, a party or by which they are bound, other than an Employee Plan (collectively, the “Material ContractsContract”). True, correct and complete copies of the Material Contracts have previously been delivered to or made available to Parent or its agents or representatives, together with all material amendments thereto.): (i) Any “material contract” each Contract to which any Target Company is a party that involves performance of services or delivery of goods, commodities, equipment or materials by or to the Target Company with an aggregate consideration in excess of $500,000 (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described purchase orders entered into in Item 601(b)(10)(iii) the ordinary course of Regulation S-K) with respect to the Company Group, taken as a wholebusiness); (ii) Any material Contract with each Contract, including any real estate leases pursuant to which any Target Company leases any Leased Real Property, under which any Target Company is lessee of the Top Vendorsor holds or operates any property, real or personal, owned by any third party having a value in excess of $100,000 annually; (iii) Any any Contract thatunder which any Target Company is lessor of, in the twelve-month period ended March 31or permits any third party to hold or operate, 2024any property, was the source of $200,000 real or more in revenue for the Company and its Subsidiariespersonal, based on amounts paid or payableowned by such Target Company; (iv) Each debenture, any Contract relating to the disposition or other evidence of Indebtedness for borrowed money of the Company or any of the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in excess of $100,000; (v) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last three (3) years, in each case, involving payments in excess of $200,000 other than (A) Contracts in which the applicable acquisition or disposition has been consummated and there are no liabilities of the Company or its Subsidiaries remaining or obligations of the Company or its Subsidiaries ongoing and (B) any disposition of assets by the Company or any of its Subsidiaries in outside the ordinary course of business; (vi) The Leases set forth on Section 3.22(b) of the Company Disclosure Letter; (vii) Each Contract involving the formation of a joint venture, legal partnership or limited liability company (other than a wholly-owned Subsidiary of the Company); (viii) Each Contract involving the licensing, transfer, development or assignment of Intellectual Property by or of the Company and its Subsidiaries that is material to the business of the Company and its Subsidiaries (other than (A) Contracts under which the Company and its Subsidiaries obtain rights to use generally commercially available technology or software with an annual license fee of less than $200,000, (B) Contracts containing licenses granted to or received from end users, service providers, customers or partners in connection with the provision or receipt of services or the licensing or sale of any product or service in the ordinary course of business on terms substantially the same as the Company’s standard forms, (C) Contracts containing licenses that are merely incidental to the transaction contemplated in such Contract, the commercial purposes of which is primarily for something other than such license (and such license is not material to the Company), and (D) agreements with employees and independent contractors based substantially on the Company’s standard forms; provided, that such agreements must include non-disclosure and Intellectual Property assignment provisions that are identical, in all material respects, to the Company’s standard forms, in each case of clauses (A) – (D) on a non-exclusive basis; (ix) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting any business or restricting a material amount of stock or assets of any other Person, in each case for an amount in excess of $100,000; (v) any mortgage, indenture, loan or credit agreement, security agreement or other agreement, instrument, Contract (or group of related Contract) under which any Target Company or any of its Affiliates has created, incurred, assumed, or guaranteed any Indebtedness or other agreement under which any of the assets or properties of a Target Company (tangible and intangible) are subject to a Lien; (vi) any Contract, including broker, distributor, dealer franchise and agency Contracts, providing the exclusive right to sell or distribute products of any Target Company’s and the Company’s Subsidiaries’ ability ; (vii) any Contract granting “most favored nation” pricing to conduct their business any Person or containing any other preferential pricing terms; (viii) any Contract granting a right of first refusal or first negotiation with regard to a sale of any portion of any Target Company or its assets; (ix) any Contract providing for bonuses, pension, stock, options, stock purchases, profit sharing, retirement or any other form of deferred compensation plan, collective bargaining or similar plan or practice or any severance or change in control agreement or arrangement or any Contract with any labor union (other than the plans listed on Schedule 5.22(i)); (x) any employment Contract, or Contract for services (other than for services by independent contractors) which requires the payment of more than $100,000 annually in total cash compensation which is not terminable on 60 or fewer days’ notice by the applicable Target Company without liability for any material penalty or severance payment; (xi) any Contract requiring the purchase of all or substantially all of its requirements (or a portion thereof) of a particular product from a supplier or that contain “take or pay” or similar provisions; (xii) any Contract which by its terms does not terminate or is not terminable by any Target Company within twelve months after the date hereof without payment of $250,000 or more; (xiii) any Contract imposing (or purporting to impose) any restriction on the right or ability of any Target Company or any of its employees, contractors or agents: (A) to compete with any other Person or to engage in any line of business, market or geographic area, or to sell, license, manufacture or otherwise distribute any of its technology or products, or from providing services, to customers or potential customers or any class of customers, in any geographic area, during any period of time, or in each case any segment of clauses the market; (B) to solicit the employment of, or hire, any potential employees, consultants or independent contractors; or (C) to acquire any product, property or other asset (tangible or intangible), or any services, from any other Person, to sell any product or other asset to or perform any services for any other Person; (xiv) any (A) and joint or cooperative marketing or development or Contract or (B)) other Contract concerning a partnership, that are material franchising arrangement, joint venture or other similar Contract; (xv) each license, sublicense, consent to use agreement, settlement, coexistence agreement, covenant not to sue, waiver, release, permission, and other contract or agreement, whether written or oral, relating to any Business Intellectual Property to which a Target Company is a party, beneficiary, or otherwise bound (other than licenses for Off-the-Shelf Software used solely for the operation of Target Companies’ internal business purposes in conducting the business of the Company and the Company’s Subsidiaries, taken as a whole; (x) Any Contract that grants to any Person any preferred pricing, “most-favored nation” or similar rights that are material to the operation of the business of the Company and the Company’s Subsidiaries, taken as a wholeTarget Companies); (xixvi) Any Collective Bargaining Agreement; (xii) Any Contract that is a settlementany consent, conciliationdecree, settlement or similar agreement with any Governmental Authority or pursuant to which the any Target Company or any of its Subsidiaries will have material outstanding obligations is obligated after the date of this AgreementAgreement to pay consideration in excess of $100,000 or is obligated to do (or abstain from) any material action; (xvii) each power of attorney granted by any Target Company that is currently effective and outstanding; (xviii) each Contract to which any Target Company is a party that obligates it to make capital expenditures in excess of $100,000; (xix) each Contract to which any Target Company is a party with an Affiliate of such Target Company or that is required to be disclosed on Schedule 5.28; (xx) each Contract with any Governmental Authority to which any Target Company is a party; and (xiiixxi) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal or first offer to purchase or acquire exclusive rights or ownership each Contract with respect to any Company Intellectual Property or to purchase or acquire equity interests in the Company or any of the Company’s SubsidiariesMaterial Customers and each Contract with Material Suppliers.

List of Material Contracts. Section 3.15(a) of the Company Disclosure Letter contains a listing of all Contracts described in clauses (i) through (xiiixiv) below to which, as of the date of this Agreement the Company or any of the Company’s Subsidiaries is a party or by which they are bound, other than an Employee Plan (collectively, the “Material Contracts”)Plan. True, correct and complete copies of the Material Contracts listed on Section 3.15(a) of the Company Disclosure Letter have previously been delivered to or made available to Parent or its agents or representatives, together with all material amendments thereto. (i) Any “material contract” (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to the Company Group, taken as a whole; (ii) Any material Contract with any of the Top Vendors; (iii) Any Contract that, in the twelve-month period ended March 31September 30, 20242023, was the source of $200,000 1 million or more in revenue for the Company and its Subsidiaries, based on amounts paid or payable; (iv) Each debenture, Contract or other evidence of Indebtedness for borrowed money of the Company or any of the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in excess of $100,000;1 million; (v) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last three (3) years, in each case, involving payments in excess of $200,000 1 million other than (A) Contracts in which the applicable acquisition or disposition has been consummated and there are no liabilities of the Company or its Subsidiaries remaining or obligations of the Company or its Subsidiaries ongoing and (B) any disposition of assets by the Company or any of its Subsidiaries in the ordinary course of business; (vi) The Leases set forth on Section 3.22(b) of the Company Disclosure Letter; (vii) Each Contract involving the formation of a joint venture, legal partnership or limited liability company (other than a wholly-owned Subsidiary of the Company); (viii) Each Contract involving the licensingrelated to use, transfer, development or assignment of Intellectual Property by or of the Company and its Subsidiaries that is and material to the business of the Company and its Subsidiaries (other than that (A) contain exclusive licenses to Company Intellectual Property, or (B) resolve any dispute related to Intellectual Property, in each case of (A) – (B), other than Contracts under which the Company and its Subsidiaries obtain rights to use generally for (x) commercially available technology or off-the-shelf software with an a replacement cost and annual license or replacement fee of less than $200,0001,000,000, (By) Contracts containing licenses granted to or received from end users, service providers, customers or partners in connection with the provision or receipt of services or the licensing or sale of any product users or service providers in the ordinary course of business on terms substantially the same as the Company’s standard formsbusiness, (C) including incidental trademark licenses ancillary to marketing, printing or advertising Contracts containing licenses that are merely incidental to the transaction contemplated in such Contract, the commercial purposes of which is primarily for something other than such license (and such license is not material to the Company), and (Dz) agreements with employees and independent contractors based substantially on the Company’s standard forms; provided, that such agreements must include non-disclosure and Intellectual Property assignment provisions that are identical, in all material respects, to the Company’s standard forms, in each case of clauses (A) – (D) on a non-exclusive basis;forms; (ix) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case of clauses (A) and (B), that are material to the operation of the business of the Company and the Company’s Subsidiaries, taken as a whole; (x) Any Contract that grants to any Person any preferred pricing, “most-favored nation” or similar rights that are material to the operation of the business of the Company and the Company’s Subsidiaries, taken as a whole; (xi) Any Collective Bargaining Agreement; (xii) Any Contract that is a settlement, conciliation, or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have material outstanding obligations after the date of this Agreement; and (xiiixi) Contracts granting to any Person (other than the Company or its Subsidiaries) a right of first refusal or first offer to purchase or acquire exclusive rights or ownership with respect to any Company Intellectual Property or to purchase or acquire equity interests in the Company or any of the Company’s Subsidiaries.

List of Material Contracts. Section 3.15(aSchedule 5.22(a) contains a list of each of the Company Disclosure Letter contains following contracts and other agreements (each, a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement the Company or any of the Company’s Subsidiaries is a party or by which they are bound, other than an Employee Plan (collectively, the “Material ContractsContract”). True, correct and complete copies of the Material Contracts have previously been delivered to or made available to Parent or its agents or representatives, together with all material amendments thereto.): (i) Any “material contract” (as defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC, other than those agreements and arrangements described in Item 601(b)(10)(iii) of Regulation S-K) with respect to the Company Group, taken as a whole; (ii) Any material Contract with any of the Top Vendors; (iii) Any Contract that, in the twelve-month period ended March 31, 2024, was the source of $200,000 each contract or more in revenue for the Company and its Subsidiaries, based on amounts paid or payable; (iv) Each debenture, Contract or other evidence of Indebtedness for borrowed money of the Company or any of the Company’s Subsidiaries, including any agreement or commitment for future loans, credit or financing, in each case, in excess of $100,000; (v) Each Contract for the acquisition of any Person or any business unit thereof or the disposition of any material assets of the Company or any of its Subsidiaries in the last three (3) years, in each case, involving payments in excess of $200,000 other than (A) Contracts in which the applicable acquisition or disposition has been consummated and there are no liabilities of the Company or its Subsidiaries remaining or obligations of the Company or its Subsidiaries ongoing and (B) any disposition of assets by the Company or any of its Subsidiaries in the ordinary course of business; (vi) The Leases set forth on Section 3.22(b) of the Company Disclosure Letter; (vii) Each Contract involving the formation of a joint venture, legal partnership or limited liability company (other than a wholly-owned Subsidiary of the Company); (viii) Each Contract involving the licensing, transfer, development or assignment of Intellectual Property by or of the Company and its Subsidiaries that is material to the business of the Company and its Subsidiaries (other than (A) Contracts under which the Company and its Subsidiaries obtain rights to use generally commercially available technology or software with an annual license fee of less than $200,000, (B) Contracts containing licenses granted to or received from end users, service providers, customers or partners in connection with the provision or receipt of services or the licensing or sale of any product or service in the ordinary course of business on terms substantially the same as the Company’s standard forms, (C) Contracts containing licenses that are merely incidental to the transaction contemplated in such Contract, the commercial purposes of which is primarily for something other than such license (and such license is not material to the Company), and (D) agreements with employees and independent contractors based substantially on the Company’s standard forms; provided, that such agreements must include non-disclosure and Intellectual Property assignment provisions that are identical, in all material respects, to the Company’s standard forms, in each case of clauses (A) – (D) on a non-exclusive basis; (ix) Contracts containing covenants of the Company or any of the Company’s Subsidiaries (A) prohibiting or limiting the right of the Company or any of the Company’s Subsidiaries to engage in or compete with any Person in any line of business or (B) prohibiting or restricting the Company’s and the Company’s Subsidiaries’ ability to conduct their business with any Person in any geographic area, in each case of clauses (A) and (B), that are material to the operation of the business of the Company and the Company’s Subsidiaries, taken as a whole; (x) Any Contract that grants to any Person any preferred pricing, “most-favored nation” or similar rights that are material to the operation of the business of the Company and the Company’s Subsidiaries, taken as a whole; (xi) Any Collective Bargaining Agreement; (xii) Any Contract that is a settlement, conciliation, or similar agreement with any Governmental Authority or pursuant to which the Company or any of its Subsidiaries will have is a party that involves performance of services or delivery of goods or materials by or to the Company or one of its Subsidiaries of an amount or value in excess of $250,000 in any twelve (12) month period; (ii) each lease (including all amendments and modifications thereto) by or to the Company or any of its Subsidiaries of Leased Real Property; (iii) each contract or agreement to which the Company or any of its Subsidiaries is a party containing covenants that purport to restrict the Company’s or its Subsidiaries’ business activity or limit the freedom of the Company or its Subsidiaries to engage in any line of business or to compete with any Person; (iv) each power of attorney granted by the Company or any of its Subsidiaries that is currently effective and outstanding; (v) each contract or agreement to which the Company or any of its Subsidiaries is a party that obligates it to make capital expenditures in excess of $100,000; (vi) each contract or agreement to which the Company or any of its Subsidiaries is a party with an Affiliate of the Company or any of its Subsidiaries; (vii) each employment contract or agreement to which the Company or any of its Subsidiaries is a party and that is not cancellable without material outstanding obligations after penalty or without more than ninety (90) days’ notice; (viii) each contract or agreement with any Governmental Authority to which the date Company or any of this Agreement; andits Subsidiaries is a party; (ix) each contract or agreement pursuant to which the Company has acquired rights in or to any Licensed Intellectual Property or has licensed or transferred any rights to any Copyrights, Domain Names, Patents or Trademarks, other than any licenses implied by the sale or lease of property in the ordinary course of business; (x) each contract relating to the acquisition or disposition of any business by the Company or any of its Subsidiaries (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise); (xi) each contract relating to any joint venture, partnership, strategic alliance or sharing of profits or losses with any Person to which the Company or any of its Subsidiaries is a party or by which they or any of their assets is bound; (xii) each contract that requires the use of any supplier or third party for all or substantially all requirements or needs of the Company or any of its Subsidiaries relating to any products or services; (xiii) Contracts each collective bargaining agreement or contract with any labor organization, union, group or association to which the Company or any of its Subsidiaries is a party; (xiv) each contract evidencing Indebtedness of, or granting to a Lien on any Person (other than asset of, the Company or its Subsidiaries; (xv) a right each contract of first refusal or first offer to purchase or acquire exclusive rights or ownership with respect to any Company Intellectual Property or to purchase or acquire equity interests in the Company or any of its Subsidiaries with a Material Customer; (xvi) each contract of the Company’s SubsidiariesCompany or any of its Subsidiaries with a Material Supplier; and (xvii) each amendment, supplement and modification in respect of any of the foregoing.