definiens: ( as such term is defined in Item 601(b)(10 ) of Regulation S -K under the Securities Act ), ( 2 ) contains any non -compete or exclusivity provisions with respect to any line of business or geographic area with respect to Parent or any of its Subsidiaries, or which restricts the conduct of any line of business by Parent or any of its Subsidiaries or any geographic area in which Parent or any of its Subsidiaries may conduct business, in each case in any mate rial respect or ( 3 ) which would prohibit or materially delay the consummation of the Merger or any of the transactions contemplated by this Agreement . As of the date hereof, each Contract of the type described in this Section 3.13, whether or not set forth in Section 3.13 of the Parent Disclosure Schedule, is referred to herein as a Each Parent Material Contract is valid and binding on Parent and each of its Subsidiaries party thereto and, to Parent ’s knowledge, each other party thereto, and in full force and effect, and Parent and each of its Subsidiaries has in all respects performed all obligations required to be performed by it to the date hereof under each Parent Material Contract and, to Parent ’s knowledge, each other party to each Parent Material Contract has in all respects performed all obligations required to be performed by it under such Parent Material Contract, except as would not, individually or in the aggregate, have a Material Adverse Effect . As of the date hereof, none of Parent or any of 15 its Subsidiaries has received any written notice of any violation or default under ( or any condition which with the passage of time or the giving of notice would cause such a violation of or default under ) any Parent Mate rial Contract . Parent has made available to the Company true and complete copies of each Parent Material Contract