definiens: ( assuch term is defined in Item 601(b)(10 ) of Regulation S - K of the SEC ), ( iii ) which provides for any payment by or to theCompany or any of its Subsidiaries in excess of $ 100,000 in any year or which is not terminable within one year withoutpenalty, ( iv ) which limits ( or purports to limit ) in any way the ability of the Company, any of the Transferred Subsidiaries orany of its Affiliates or of the Business to compete or engage in any line of business, in any geographic area or with anyperson, or which requires referrals of any business or requires any of the Transferred Subsidiaries or Affiliates or the Businessto make available investment opportunities to any Person on a priority, equal or exclusive basis, ( v ) which provides for orrequires any aggregate future payments in excess of $ 100,000 with respect to, or in connection with, any capital expendituresor the acquisition or construction of fixed assets, ( vi ) pursuant to which the Company or any of its Subsidiaries has enteredinto a partnership or joint venture with any other Person, ( vii ) which contains any ongoing indemnification obligation by theCompany or any of its Subsidiaries which could reasonably require the payment by such entity in excess of $ 100,000 in theaggregate ( excluding product warranties and indemnities to the extent consistent with the Company ’s Standard Terms andConditions ), ( viii ) relating to, or evidencing, indebtedness for borrowed money or any guarantee of indebtedness forborrowed money, in each case involving an amount in excess of $ 100,000, ( ix ) since January 1, 2002, relating to theacquisition or disposition of any business ( whether by merger, sale of stock, sale of assets or otherwise ) which involves anasset value or purchase price in excess of $ 100,000, ( x ) between the Company or any wholly - owned Subsidiary of theCompany ( other than the Transferred Subsidiaries ) and any of the Transferred Subsidiaries, ( xi ) relating to, or evidencing, anyindemnity or any guarantee of obligations of any 33 Person, ( xii ) which imposes any confidentiality, non - disclosure or standstill obligation on the Company or its Affiliates(except confidentiality provisions entered into in the ordinary course of business consistent with past practice ) or theBusiness, or ( xiii ) any of the benefits or liabilities of which will be increased, or the vesting of the benefits of which will beaccelerated, by the occurrence of the transactions contemplated by this Agreement, or the value of any of the benefits ofwhich will be calculated on the basis of any of the transactions contemplated by this Agreement