Common use of Material Company Contracts Clause in Contracts

Material Company Contracts. (a) Schedule 4.8 sets forth, as of the date hereof, a true, correct and complete list of all of the following Company Contracts (the contracts listed or required to be listed on Schedule 4.8, collectively, the “Material Company Contracts”): (i) Company Contracts for which the obligations under such Company Contract involve aggregate payments by the Company and its Subsidiaries in excess of $1,250,000 in any twelve (12)-month period; (ii) the top one hundred (100) Company Contracts with customers of the Business, measured by revenue during the six (6)-month period ended June 30, 2022; (iii) Company Contracts pursuant to which the Company or any of its Subsidiaries is a party and (A) licenses in Intellectual Property or (B) licenses out Company Owned Intellectual Property, in each case other than license agreements for software that is generally commercially available and non-disclosure agreements that provide for only limited use rights of Intellectual Property for evaluation purposes only or that otherwise are immaterial to the Business; (iv) Company Contracts that govern any material joint ventures, non-wholly owned limited liability companies, profit sharing arrangements, joint development arrangements, strategic alliances, partnerships or similar arrangements; (v) Material Real Property Leases; (vi) Other Real Property Agreements; (vii) material Company Contracts with any Governmental Authority; (viii) Company Contracts with any Material Vendor; (ix) Company Contracts under which the Company or one of its Subsidiaries is lessee of or holds or operates any Tangible Personal Property, owned by any other Person which involves aggregate annual rental payments in excess of $1,000,000; (x) Company Contracts, including any option agreement, relating to the acquisition or disposition of any business, capital stock or material assets of any Person or any Material Real Property Interest (whether by merger, sale of stock, sale of assets or otherwise), or any merger or business combination or similar transaction, in each case, that was entered into in the past three (3) years in connection with the Business or pursuant to which the Company or any of its Subsidiaries has any outstanding material rights or obligations (including any indemnification obligations, any deferred purchase price or “earn-out” or similar contingent payment obligations, in each case, that would reasonably be expected to result in liability to the Company or any of its Subsidiaries after the Closing); (xi) Company Contracts that prohibit or limit in any material respect the freedom of the Company or any of its Subsidiaries to engage in any business activity or line of business or with any Person or in any area, other than customary standstill and employee no-hire and non-solicitation provisions in nondisclosure agreements or similar documents; (xii) Company Contracts that are material to the Business and not otherwise disclosed on Schedule 4.8 that (A) grant exclusivity rights, (B) contain any exclusive rights or “most favored nation” provisions (or similar provisions in which pricing, discounts or benefits are based on those provided to another Person), or grant any right of first refusal, right of first offer or other similar rights, in each case, in favor of any Person other than the Company or any of its Subsidiaries, or (C) contain take-or-pay, requirements arrangements or minimum purchase obligations, in each case, including with respect to products, services, markets, territories, clients or customers; (xiii) Company Contracts entered into during the prior three (3) years, or otherwise with respect to which the Company or any of its Subsidiaries has ongoing obligations, providing for the settlement, resolution, waiver or other compromise of any pending or threatened material Actions involving the Company or any of its Subsidiaries; (xiv) Company Contracts that, to the extent involving value or the extension of credit in excess of $1,000,000: (A) include a guaranty, surety or performance bond or letter of credit issued or posted, as applicable, by the Company; (B) evidence Indebtedness, including any loan agreement, credit agreement, contract, note, debenture, bond, indenture, mortgage, pledge or security agreement or similar arrangement providing for the creation of or granting any Lien upon any of the property or assets of the Company; (C) relate to any loan or advance to any Person which is outstanding as of the date of the Agreement (other than immaterial advances to employees and consultants in the ordinary course of business) or obligate the Company to make any such loans or advances; or (D) are currency, commodity or other hedging or swap contracts; (xv) Company Contracts that include commitments by the Company or any of its Subsidiaries to make capital expenditures or capital commitments of more than $500,000 following the Closing and that is not terminable by the Company or such Subsidiary on notice of ninety (90) calendar days or less without cost or liability; (xvi) Company Contracts with any Related Parties; (xvii) Each (A) Company Contract relating to the employment of any Company Employee or engagement of any Company Independent Contractor to the extent the individual has annual base compensation in excess of $150,000 or (B) transaction, change in control, stay, retention, contractual severance (including, for the avoidance of doubt, double-trigger severance) or similar Company Contract with or covering any Company Employee or Company Independent Contractor, in each case, other than any such Contracts substantially on the standard form of Seller or its applicable Affiliate that has been made available to Buyer; (xviii) Company Contracts with any union, works council or labor organization representing or otherwise related to any Company Employee; (xix) the Organizational Documents of each of the Company and each of its Subsidiaries, in each case as in effect as of the date hereof; and (xx) any other Company Contract the termination of which would reasonably be expected to result in a Material Adverse Effect. (b) Each Material Company Contract is in full force and effect and is binding and enforceable upon the Company or its Subsidiary (or Subsidiaries) party thereto, and, to the Company’s Knowledge, the other parties thereto (subject to bankruptcy, insolvency, reorganization or other similar Laws relating to or affecting the enforcement of creditors’ rights generally and except as such enforceability is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)). The Company or its Subsidiary (or Subsidiaries) party thereto has performed its obligations under each of the Material Company Contracts in all material respects and neither the Company or any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to any of the Material Company Contracts, is in material default or breach thereunder (nor has taken any action or committed to take any action which, whether with or without notice or the passage of time, or both, would constitute a material default or breach), nor has the Company or any of its Subsidiaries received notice in writing or, to the Company’s Knowledge, orally, of any such default, breach or violation. As of the date hereof, neither the Company nor any of its Subsidiaries has provided or received any written notice of termination, or the intention to cancel, terminate or otherwise materially amend any provision of any Material Company Contract, nor to the Company’s Knowledge, has the Company or any of its Subsidiaries received any oral notice or threat of the foregoing. True, correct and complete copies of the Material Company Contracts have been made available to Buyer.