Common use of Parent Material Contracts Clause in Contracts

Parent Material Contracts. (a) Except for any Parent Employee Benefit Plan and the Contracts filed as exhibits to or incorporated by reference in the Parent SEC Documents filed or furnished since the date of Parent’s most recent Annual Report on Form 10-K that are available as of the date prior to the date of this Agreement, Section 4.11(a) of the Parent Disclosure Schedule sets forth a list of the following Contracts to which Parent or any of its Subsidiaries is, as of the date of this Agreement, a party or by which it or its assets or properties are bound (each Contract required to be set forth on Section 4.11(a) of the Parent Disclosure Schedule, together with each of the Contracts entered into after the date of this Agreement that would be required to be set forth on Section 4.11(a) of the Parent Disclosure Schedule if entered into prior to the execution and delivery of this Agreement, collectively, the “Parent Material Contracts”).Except as set forth on Section 4.11(a) of the Parent Disclosure Schedule, none of Parent or its Subsidiaries is a party to, or bound by, and no asset of Parent or any of its Subsidiaries is bound by, any: (i) Contract under which Parent or any of its Subsidiaries has borrowed, guaranteed, assumed or incurred any Indebtedness for borrowed money (including any indenture, note or other instrument evidencing Indebtedness for borrowed money) having an outstanding or committed amount in excess of $1,000,000 (other than intercompany financing arrangements); (ii) Contract resulting in any Lien (other than any Permitted Lien) on any material portion of the assets of Parent or any of its Subsidiaries; (iii) Contract providing for Parent or any of its Subsidiaries to make (or agreeing to make), directly or indirectly, any loan, advance, or assignment of payment to any person or to make any capital contribution to, or other investment in, any person (excluding any intercompany financing arrangements), in each case in excess of five hundred thousand dollars ($500,000), except where such advances are in respect of royalty payments made to content partners; (iv) Contract providing for aggregate payments to or from Parent or any of its Subsidiaries in excess of two million and five-hundred thousand dollars ($2,500,000) in any calendar year, other than those that can be terminated without material penalty by Parent or its applicable Subsidiary upon ninety (90) days’ notice or less and can be replaced with a similar Contract on materially equivalent terms in the ordinary course of business, except where such payments are in respect of minimum guarantees on royalty payments made to content partners; (v) Contract that limits or restricts Parent or any of its Subsidiaries (or after the Closing, Parent or any of its Affiliates) from (A) engaging or competing in any line of business or business activity in any jurisdiction or (B) acquiring any material product or asset or receiving material services from any person or selling any product or asset or performing services for any person; (vi) any Contract under which Parent or any of its Subsidiaries is lessee of or holds or operates, in each case, any material tangible property (other than real property), owned by any other person necessary to operate the business of the Parent or any of its Subsidiaries; (vii) any Contract under which Parent or any of its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such of Parent or its Subsidiaries, except for any Contract under which the aggregate annual rental payments do not exceed two hundred and fifty thousand dollars ($250,000); (viii) any Contract requiring any capital commitment or capital expenditure (or series of capital commitments or expenditures) by Parent or any of its Subsidiaries in an amount in excess of one million dollars ($1,000,000) annually or one million dollars ($1,000,000) over the term of the Contract; (ix) Contract requiring Parent or any of its Subsidiaries to guarantee the Liabilities of any person (other than any other of Parent or its Subsidiaries) or pursuant to which any person (other than Parent or any of its Subsidiaries) has guaranteed the Liabilities of Parent or any of its Subsidiaries; (x) material interest rate, currency, or other hedging Contracts; (xi) Contracts providing for indemnification by Parent or any of its Subsidiaries, except for any such Contract that is entered into in the ordinary course of business;

Parent Material Contracts. (a) Except for any Parent Employee Benefit Plan and the Contracts filed as exhibits to or incorporated by reference in the Parent SEC Documents filed or furnished since the date of Parent’s most recent Annual Report on Form 10-K that are available as of the date prior to the date of this Agreement, Section 4.11(a5.16(a) of the Parent Disclosure Schedule sets forth contains a list of the following Contracts to which Parent or any of its Subsidiaries iscomplete list, as of the date of this Agreement, of the following types of contracts and agreements, whether written or oral, including all amendments, supplements and modifications in effect as of the date of this Agreement, to which Parent or any of its Subsidiaries is a party (such contracts and agreements, the “Parent Material Contracts”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) with respect to Parent or by which it or any of its assets or properties are bound (each Contract Subsidiaries that was required to be set forth filed with the SEC with Parent’s Annual Report on Section 4.11(a) of Form 10-K for the year ended December 31, 2015 or any Parent Disclosure Schedule, together with each of the Contracts entered into SEC Reports filed after the date of this Agreement filing of such Form 10-K until the date hereof; provided that would any such contract that was filed by Parent with the SEC shall not be required to be set forth on Section 4.11(a5.16(a) of the Parent Disclosure Schedule if entered into prior to the execution and delivery of this Agreement, collectively, the “Parent Material Contracts”).Except as set forth on Section 4.11(a) of the Parent Disclosure Schedule; (ii) any contract (other than any purchase orders) for the purchase of materials, none of Parent supplies, goods, services, equipment or its Subsidiaries is a party to, or bound by, and no asset of other assets (A) providing for annual payments by Parent or any of its Subsidiaries is bound by, any: (i) Contract under which Parent or any of its Subsidiaries has borrowed, guaranteed, assumed or incurred any Indebtedness for borrowed money (including any indenture, note or other instrument evidencing Indebtedness for borrowed money) having an outstanding or committed amount in excess of $1,000,000 (other than intercompany financing arrangements); (ii) Contract resulting in any Lien (other than any Permitted Lien) on any material portion of the assets of Parent 20,000,000 or any of its Subsidiaries; (iii) Contract providing for Parent or any of its Subsidiaries to make (or agreeing to make), directly or indirectly, any loan, advancemore, or assignment of payment to any person (B) which involved consideration or to make any capital contribution to, or other investment in, any person (excluding any intercompany financing arrangements), in each case in excess of five hundred thousand dollars ($500,000), except where such advances are in respect of royalty payments made to content partners; (iv) Contract providing for aggregate payments to or from by Parent or any of its Subsidiaries in excess of two million and five-hundred thousand dollars ($2,500,000) in any calendar year, other than those that can be terminated without material penalty by Parent or its applicable Subsidiary upon ninety (90) days’ notice or less and can be replaced with a similar Contract on materially equivalent terms 20,000,000 in the ordinary course of businessaggregate during the calendar year ended December 31, except where such 2015, or (C) which is expected to involve consideration or payments are in respect of minimum guarantees on royalty payments made to content partners; (v) Contract that limits or restricts by Parent or any of its Subsidiaries in excess of $20,000,000 in the aggregate during the calendar year ending December 31, 2016; (iii) any contract (other than any purchase orders) for the furnishing of materials, supplies, goods, services, equipment or after the Closing, Parent or any of its Affiliates) from other assets (A) engaging or competing in any line of business or business activity in any jurisdiction or (B) acquiring any material product or asset or receiving material services from any person or selling any product or asset or performing services providing for any person; (vi) any Contract under which annual payments to Parent or any of its Subsidiaries of $40,000,000 or more, (B) which involved consideration or payments to Parent or its Subsidiaries in excess of $40,000,000 in the aggregate during the calendar year ended December 31, 2015, or (C) which is lessee expected to involve consideration or payments to Parent or its Subsidiaries in excess of $40,000,000 in the aggregate during the calendar year ending December 31, 2016; (iv) all contracts concerning the establishment, management or holds operation of a joint venture, partnership, limited liability company (other than formation agreements related to one of Parent’s wholly-owned Subsidiaries) or operatesbusiness alliance with any third party; (v) (A) all contracts relating to Indebtedness of Parent or any of its Subsidiaries for borrowed money and (B) all other contracts relating to other Indebtedness of Parent or any of its Subsidiaries in excess of $5,000,000, in each casecase of (A) and (B), other than intercompany Indebtedness; (vi) all contracts containing any material tangible property (other than real property)non-compete or exclusivity provision or any similarly restrictive provision with respect to any material line of business, owned by any other person necessary Person or geographic area with respect to operate the business of the Parent or any of its Subsidiaries; (vii) any Contract under which all Parent or any of its Subsidiaries is lessor of or permits any third party IP Agreements that are material to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such of Parent or its Subsidiaries, except for any Contract under which the aggregate annual rental payments do not exceed two hundred and fifty thousand dollars ($250,000); (viii) any Contract requiring any capital commitment or capital expenditure (or series of capital commitments or expenditures) by Parent or any of its Subsidiaries in an amount in excess of one million dollars ($1,000,000) annually or one million dollars ($1,000,000) over the term of the Contract; (ix) Contract requiring Parent or any of its Subsidiaries to guarantee the Liabilities of any person (other than any other of Parent or its Subsidiaries) or pursuant to which any person (other than Parent or any of its Subsidiaries) has guaranteed the Liabilities business of Parent or any of its Subsidiaries; (xviii) material interest rate, currency, all other contracts not specified in sub-clause (v) that contain obligations of Parent or its Subsidiaries secured by an Encumbrance (other hedging Contracts; (xithan a Permitted Encumbrance) Contracts providing for indemnification by on the assets of Parent or any of its Subsidiaries, and interest rate or currency hedging agreements, in each case in connection with which the aggregate actual or contingent obligations of Parent and its Subsidiaries under such agreement are greater than $5,000,000; (ix) all material contracts, agreements and Leases concerning the use, occupancy, management or operation of any Parent Real Property (including all contracts, agreements and Leases listed or otherwise set forth in Section 5.12(b) of Parent Disclosure Schedule); (x) all material management contracts and contracts with consultants requiring payments in excess of $10,000,000, including any contracts involving the payment of royalties or other amounts calculated based upon the revenues or income of Parent or any of its Subsidiaries or income or revenues related to any product of Parent or any of its Subsidiaries that require or would reasonably be expected to result in payments of more than $10,000,000 in the aggregate; (xi) each contract pursuant to which Parent or any of its Subsidiaries is bound that includes a continuing indemnification, “earn out” or other contingent payment obligation, in each case, that could result in payments in excess of $5,000,000 other than ordinary course agreements with customers or suppliers; (xii) except for as set forth on Section 5.10(a) of the Parent Disclosure Schedule, each contract between or among Parent or any of its Subsidiaries, on the one hand, and any of their respective Affiliates (other than Parent or any of its Subsidiaries), on the other hand, that involves payments of more than $2,000,000 in any one year; (xiii) other than as set forth in any customer’s standard purchase order terms and conditions, any contract that grants or conveys rights of refusal, or contains “most favored nation”, “most favored customer” or similar pricing provisions, or that obligates Parent or any of its Subsidiaries to conduct any material portion of Parent’s or any of its Subsidiaries’ business on an exclusive or preferential basis with any third party; and (xiv) any contract that contains “take or pay” or similar provisions. (b) Except as would not have a Parent Material Adverse Effect, (i) each Parent Material Contract is a legal, valid and binding obligation of Parent or its Subsidiaries party thereto and, to the knowledge of Parent, the other parties thereto, enforceable against Parent or such Subsidiaries and, to the knowledge of Parent, the other parties thereto in accordance with its terms, (ii) neither Parent nor any of its Subsidiaries nor, to the knowledge of Parent, any other party thereto, is in breach or violation of, or default under, any Parent Material Contract and no event has occurred or not occurred through Parent’s or any of its Subsidiaries’ action or inaction or, to the knowledge of Parent, the action or inaction of any third party, that with notice or lapse of time or both would constitute a breach or violation of, or default under, any Parent Material Contract and (iii) Parent and its Subsidiaries have not received any written claim or written notice of default, termination (other than as a result of expiration in accordance with its terms) or cancellation under any such Contract Parent Material Contract. Parent has furnished or made available to the Company correct and complete copies of all Parent Material Contracts, including any amendments, waivers or changes thereto that is entered into are currently in the ordinary course of business;effect.

Parent Material Contracts. (a) Except for any Parent Employee Benefit Plan and the Contracts filed as exhibits to or incorporated by reference in the Parent SEC Documents filed or furnished since the date of Parent’s most recent Annual Report on Form 10-K that are available as of the date prior to the date of this Agreement, Section 4.11(aSchedule 4.9(a) of the Parent Disclosure Schedule Letter sets forth a list all Contracts of the following Contracts date of this Agreement of the type described below to which Parent or any of its Subsidiaries is, as of the date of this Agreement, a is party or by which it Parent, any of its Subsidiaries or its assets or properties any of the Parent Assets are bound (each Contract required to be set forth on Section 4.11(a) of the Parent Disclosure Schedule, together with each of the Contracts entered into after the date of this Agreement that would be required to be set forth on Section 4.11(a) of the Parent Disclosure Schedule if entered into prior to the execution and delivery of this Agreement, collectively, the “Parent Material Contracts”).Except as set forth on Section 4.11(a) of the Parent Disclosure Schedule, none of Parent or its Subsidiaries is a party to, or bound by, and no asset of Parent or any of its Subsidiaries is bound by, any:Contracts”): (i) any Contract under which (excluding joint operating agreements) that can reasonably be expected to result in aggregate payments by Parent and its Subsidiaries of more than $250,000,000 during the current or any of subsequent calendar year (net to Parent and its Subsidiaries has borrowedSubsidiaries’ interest) (based solely on the terms thereof and current volumes, guaranteed, assumed without regard to any expected increase in volumes or incurred any Indebtedness for borrowed money (including any indenture, note or other instrument evidencing Indebtedness for borrowed money) having an outstanding or committed amount in excess of $1,000,000 (other than intercompany financing arrangementsrevenues); (ii) any Contract resulting that can reasonably be expected to result in any Lien (other aggregate revenues to Parent and its Subsidiaries of more than any Permitted Lien) on any material portion of $250,000,000 during the assets of Parent current or any of its Subsidiariessubsequent calendar year (based solely on the terms thereof and current volumes, without regard to any expected increase in volumes or revenues); (iii) any Hydrocarbon purchase and sale, acreage dedication, volume commitment, call upon or option purchase agreements, storage, marketing, transportation, processing, gathering, treatment, separation, compression, balancing, fractionation, handling, or similar Contract providing for with respect to Hydrocarbons produced from or attributable to Parent and its Subsidiaries’ interest in the Parent Assets that involved annual payments that exceeded $250,000,000 since January 1, 2022; (iv) each joint development agreement, exploration agreement, participation, farmout, farm-in or program agreement or similar Contract requiring the Parent or any of its Subsidiaries to make (or agreeing to make), directly or indirectly, any loan, advance, or assignment of payment to any person or to make any capital contribution to, or other investment in, any person (excluding any intercompany financing arrangements), in each case annual expenditures in excess of five hundred thousand dollars ($500,000), except where such advances are in respect 250,000,000 following the date of royalty payments made to content partners; (iv) Contract providing for aggregate payments to or from Parent or any of its Subsidiaries in excess of two million and five-hundred thousand dollars ($2,500,000) in any calendar yearthis Agreement, other than those that can be terminated without material penalty by Parent or its applicable Subsidiary upon ninety (90) days’ notice or less and can be replaced with a similar Contract on materially equivalent terms customary joint operating agreements entered into in the ordinary course of business, except where such payments are in respect of minimum guarantees on royalty payments made to content partnersbusiness consistent with past practice; (v) Contract that limits any agreement regarding any partnership or restricts joint venture with respect to the Parent or any of Assets in which Parent and its Subsidiaries (or after the Closing, Parent or any holds an equity interest with a book value in excess of its Affiliates) from (A) engaging or competing in any line of business or business activity in any jurisdiction or (B) acquiring any material product or asset or receiving material services from any person or selling any product or asset or performing services for any person; (vi) any Contract under which Parent or any of its Subsidiaries is lessee of or holds or operates, in each case, any material tangible property $250,000,000 (other than real property)any joint operating agreements, owned by any other person necessary to operate the business unit agreements or participation agreements affecting Oil and Gas Leases of the Parent or any of its Subsidiaries; (vii) any Contract under which Parent or any of its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such of Parent or its Subsidiaries, except for any Contract under which the aggregate annual rental payments do not exceed two hundred and fifty thousand dollars ($250,000); (viiivi) any Contract requiring any capital commitment all Contracts relating to the pending acquisition (by merger, purchase of equity or capital expenditure (assets or series of capital commitments or expendituresotherwise) by Parent or any of its Subsidiaries of any operating business or the capital stock of any other Person for aggregate consideration (in an amount one or a series of transactions) under such Contract of $250,000,000 or more (other than acquisitions or dispositions of inventory or the purchase or sale of Hydrocarbons, in excess each case, in the ordinary course of one million dollars ($1,000,000) annually or one million dollars ($1,000,000) over the term of the Contractbusiness consistent with past practice); (ixvii) any Contract requiring that would be required to be filed by Parent as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Exchange Act, other than any Parent Benefit Plan; and (viii) any binding commitment (orally or in writing) by the Company or any of its Subsidiaries to enter into any of the foregoing. (b) Except for matters which have not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, (i) the Parent Material Contracts are in full force and effect as to and, to Parent’s knowledge, are binding upon the counterparties thereto in accordance with their terms, (ii) neither Parent nor any of its Subsidiaries is in breach or default under any Parent Material Contract, and to Parent’s knowledge, no other Person that is a party thereto is in breach or default under any Parent Material Contract, (iii) no event has occurred, to Parent’s knowledge, which after notice or lapse of time, or both, would constitute a default under any Parent Material Contract, and (iv) as of the date of this Agreement no written notice of default or breach has been received by Parent or any of its Subsidiaries to guarantee under any Parent Material Contract, the Liabilities resolution of any person (other than any other which is outstanding as of Parent or its Subsidiaries) or pursuant to which any person (other than Parent or any the date of its Subsidiaries) has guaranteed the Liabilities of Parent or any of its Subsidiaries; (x) material interest rate, currency, or other hedging Contracts; (xi) Contracts providing for indemnification by Parent or any of its Subsidiaries, except for any such Contract that is entered into in the ordinary course of business;this Agreement.

Parent Material Contracts. (a) Except for any Parent Employee Benefit Plan and the Contracts filed as exhibits to or incorporated by reference in the Parent SEC Documents filed or furnished since the date of Parent’s most recent Annual Report on Form 10-K that are available as of the date prior to the date of this Agreement, Section 4.11(a‎4.15(a) of the Parent Disclosure Schedule Letter sets forth a list as of the date of this Agreement of each of the following Contracts to which Parent or any of its Subsidiaries is, as of the date of this Agreement, is a party or by which it Parent, any of its Subsidiaries or its or their assets or properties are bound (other than any Parent Employee Plan or Parent Real Property Lease) (each such Contract listed or required to be set forth on Section 4.11(a) of the Parent Disclosure Scheduleso listed, together with each of the Contracts entered into after the date of this Agreement that would be required to be set forth on Section 4.11(a) of the Parent Disclosure Schedule if entered into prior to the execution and delivery of this Agreement, collectively, the a “Parent Material Contracts”).Except as set forth on Section 4.11(aContract”): (i) of any Contract that (A) limits or purports to limit, in any material respect, the Parent Disclosure Schedule, none of Parent or its Subsidiaries is a party to, or bound by, and no asset freedom of Parent or any of its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so limit or purport to limit, in any material respect, the freedom of the Surviving Company, Parent or any of their respective Subsidiaries after the Closing (except where such limitation is bound byimposed pursuant to Applicable Laws); (B) contains any material exclusivity or “most favored nation” obligations or restrictions or similar provisions that are binding on Parent or any of its Subsidiaries (or, any:after the Closing, that would be binding on the Surviving Company or any of its Affiliates); (C) contains requirements to purchase any minimum portion of any product or service from any Person or to sell any minimum portion of any product or service to any Person; or (D) contains a right of refusal, right of first offer or right of first negotiation or similar right with respect to a material asset owned by Parent or any of its Subsidiaries (other than any such Contracts that are terminable by Parent or any of its Subsidiaries on ninety (90) days or less notice without any required material payment or other material conditions, other than the condition of notice); (iii) promissory notes, loan agreements, indentures, evidences of Indebtedness or other instruments providing for or relating to the lending of money, including any sale and leaseback transactions, capitalized leases and other similar financing arrangements or that provides for the guarantee, support, indemnification, assumption or endorsement by Parent or any of its Subsidiaries of, or any similar commitment by Parent or any of its Subsidiaries with respect to, the obligations, liabilities or Indebtedness of any other Person; (iii) any Contract under restricting the payment of dividends or the making of distributions to stockholders of Parent or the repurchase of stock or other equity of Parent; (iv) any Contract that would require the disposition of any material assets or line of business of Parent or its Subsidiaries as a result of the consummation of the Merger; (v) any Contract that involves any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture; (vi) any Contract that involves any exchange-traded, over-the-counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices; (vii) any Contract pursuant to which Parent or any of its Subsidiaries has borrowedgrants to or receives from any Third Party a license or similar right to any Intellectual Property that is material to Parent and its Subsidiaries, guaranteedother than licenses granting rights to use commercially available hardware or software, assumed or incurred any Indebtedness for borrowed money (including any indenturepursuant to shrinkwrap, note clickthrough or other instrument evidencing Indebtedness for borrowed money) having an outstanding or committed amount in excess of $1,000,000 (other than intercompany financing arrangements)standard similar licensing terms; (iiviii) any Contract resulting in any Lien (other than any Permitted Lien) on any material portion of the assets of Parent or any of its Subsidiaries; (iii) Contract providing for pursuant to which Parent or any of its Subsidiaries to make (or agreeing to make), directly or indirectly, any loan, advance, or assignment of payment grants to any person Third Party a license or similar right to make any capital contribution toIntellectual Property that is material to Parent and its Subsidiaries, or taken as a whole, other investment in, any person (excluding any intercompany financing arrangements), than nonexclusive licenses granted in each case in excess the ordinary course of five hundred thousand dollars ($500,000), except where such advances are in respect of royalty payments made to content partnersbusiness; (ivix) any Contract providing for aggregate that is a Collective Bargaining Agreement; (x) any Related Party Contract to which Parent is a party; (xi) any Contract involving the settlement of any action or threatened action (or series of related actions) that will, after the date of this Agreement, (A) involve payments to or from by Parent or any of its Subsidiaries in excess of two million and five-hundred thousand dollars $250,000 or ($2,500,000B) in any calendar year, other than those that can be terminated without impose material penalty by Parent monitoring or its applicable Subsidiary upon ninety (90) days’ notice or less and can be replaced with a similar Contract reporting obligations on materially equivalent terms in the ordinary course of business, except where such payments are in respect of minimum guarantees on royalty payments made to content partners; (v) Contract that limits or restricts Parent or any of its Subsidiaries (or after outside the Closing, Parent or any ordinary course of its Affiliates) from (A) engaging or competing in any line of business or business activity in any jurisdiction or (B) acquiring any material product or asset or receiving material services from any person or selling any product or asset or performing services for any personbusiness; (vixii) any Contract under that is a lease of personal property that requires annual rent or other payments by lessee in excess of $100,000 to which Parent or any of its Subsidiaries is lessee of or holds or operatesa party, in each case, any material tangible property (other than real property), owned by any other person necessary to operate the business of the Parent or any of its Subsidiariesas lessee; (viixiii) any Contract under which Parent that relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by such of Parent entity or its Subsidiariesbusiness or material assets or the sale of Parent, except for any Contract under which the aggregate annual rental payments do not exceed two hundred and fifty thousand dollars ($250,000)its business or material assets; (viiixiv) any Contract requiring any capital commitment that by its terms, individually or capital expenditure (with all related Contracts, calls for aggregate payments or series of capital commitments or expenditures) receipts by Parent or any of its Subsidiaries under such Contract or Contracts of at least $100,000 per year or $500,000 in an amount in excess of one million dollars the aggregate ($1,000,000) annually other than each employment, management, service or one million dollars ($1,000,000) over the term of the Contractconsulting agreement); (ixxv) any Contract requiring that obligates the Parent or any of its Subsidiaries to guarantee the Liabilities make any capital commitment or expenditure in excess of $100,000 (including pursuant to any person joint venture); (xvi) any Contract that provides another Person (other than any other of Parent or its Subsidiaries) or pursuant to which any person (other than Parent or any of its Subsidiaries) has guaranteed the Liabilities a Subsidiary of Parent or any manager, director or officer of any Subsidiary of Parent) with a power of attorney; and (xvii) any other Contract that is material to Parent and not previously disclosed pursuant to this Section 4.15(a). (b) All of the Parent Material Contracts are, subject to applicable Bankruptcy and Equity Exceptions, valid and binding obligations of Parent or a Subsidiary of Parent (as the case may be) and, to the knowledge of Parent, each of the other parties thereto, and in full force and effect and enforceable in accordance with their respective terms against Parent or its Subsidiaries (as the case may be) and, to the knowledge of Parent, each of the other parties thereto, except where the failure to be so valid and binding and in full force and effect would not reasonably be expected to be material to Parent and its Subsidiaries; (x) material interest rate, currencytaken as a whole. To the knowledge of Parent, no Person is seeking to terminate or other hedging Contracts; (xi) Contracts providing for indemnification by challenge the validity or enforceability of any Parent or Material Contract. Neither Parent nor any of its SubsidiariesSubsidiaries nor, to the knowledge of Parent, any of the other parties thereto has violated any provision of, or committed or failed to perform any act that (with or without notice, lapse of time or both) would constitute a default under any provision of, and as of the date of this Agreement neither Parent nor any of its Subsidiaries has received written notice that it has violated or defaulted under, any Parent Material Contract, except for any such Contract those violations and defaults (or potential defaults) that is entered into would not reasonably be expected, individually or in the ordinary course of business;aggregate, to be material to Parent and its Subsidiaries, taken as a whole.