definiens: means all written or oral Contracts to which Seller is aparty to or bound by and that constitute : ( i ) Any Contract for the purchase of materials or personalproperty from any supplier or for the furnishing of services to Seller thatinvolves future aggregate annual payments by Seller of $ 25,000 or more ; ( ii ) Any Contract for the sale, license or lease ( as lessor ) bySeller of services, materials, products, supplies or other assets, owned orleased by Seller ; ( iii ) Any non - competition agreement, profit - sharing agreement orany other agreement or obligation which purports to restrict the conduct of anybusiness by Seller, or the ability of Seller to operate in any geographic area ; ( iv ) Any Contract or plans, including any employment, compensation, non - competition, non - solicitation, incentive, retirement, loan orseverance arrangements, with any current or former Member, member of the Boardof Governors, officer or employee of Seller ; ( v ) Any agreement, joint venture, product development, researchand development or limited partnership agreements or arrangements involving asharing of profits, losses, costs or liabilities by Seller with any otherPerson ; ( vi ) Mortgages, indentures, loan or credit agreements, securityagreements and other agreements and instruments relating to the borrowing orguarantee of money or extension of credit in any case in excess of $ 25,000 ; ( vii ) Any standby letter of credit, performance or payment bond, guarantee arrangement or surety bond of any nature involving amounts in excessof $ 25,000 ; ( viii ) Other Contracts not in the ordinary course of businessinvolving annual payments made to or by Seller in excess of $ 25,000 ; ( ix ) Any Contract for the sale of any of the assets of Seller(whether by merger, sale of membership interests, sale of assets or otherwise)or for the grant to any Person of any preferential rights to purchase any of itsassets ( whether by merger, sale of membership interests, sale of assets orotherwise ), in each case, for consideration in excess of $ 25,000 individually, or $ 50,000 in the aggregate ; ( x ) Any Contract relating to the ownership, management or controlof any Person in which Seller owns any equity interest ; ( xi ) Any Contract pursuant to which the transactions contemplatedby this Agreement would amend or modify such Contract, or would trigger thepayment of revenues or fees to the counterparty of such Contract ; 23 < PAGE > ( xii ) Any Contract ( A ) relating to the acquisition, issuance, voting, registration, sale or transfer of any securities, ( B ) providing anyPerson with any preemptive right, right of participation, right of maintenanceor any similar right with respect to any securities, or ( C ) providing Sellerwith any right of first refusal with respect to, or right to repurchase orredeem, any securities ; ( xiii ) Any Contract imposing any confidentiality obligation onSeller or containing or similar provisions ( A ) to which anyGovernmental Authority is a party or under which any Governmental Authority hasa right or obligation, or ( B ) directly or indirectly benefiting any GovernmentalAuthority ( including any subcontract or other contract between Seller and anycontractor or subcontractor to any Governmental Authority ) ; ( xiv ) Any Contract or arrangement to allocate, share or otherwiseindemnify for Taxes ; or ( xv ) Any Contract or arrangement ( A ) granting or obtaining anyright to use any Intellectual Property owned by Seller or used in the Business(other than Contracts granting rights to use readily available commercialsoftware having an acquisition price of less than $ 25,000 per Contract ) ; ( B)restricting Seller 's right, or permitting third Persons to use, any IntellectualProperty owned by Seller or used in the Business ; or ( C ) setting forth the termsof co - existence pertaining to any Intellectual Property either owned by Selleror used in the Business