definiens: means any Contract in force on the date of this A greement primarily used in or primarily held for use in the Business or any of th e Transferred Assets that is : ( a ) any Contract ( including any leases but excludin g any Contract related to employment matters ) providing for payments by or to the Business in exc ess of $ 250,000 in the aggregate during any calenda r year after December 31, 2012 ; ( b ) a written Contract for the employment ( other th an ( i ) offer letters that may be amended or termina ted at any time without Liability to the Sellers and ( ii ) standard nondisclosure, invention assignment and si milar agreements ) of any Person specific to the Business and providing for base salary and any target annual bonus in the aggregate equal to or greater than $ 250,000 per annum ; ( c ) any trust indenture, mortgage, promissory note, loan agreement, debenture or Contract evidencing Indebtedness of the Business, or relating to any di rect or indirect guaranty, support, indemnification, assumption, endorsement, or similar commitment by the Business ; ( d ) any partnership, joint venture or similar Contr act ; ( e ) any Contract that contains any ( i ) or similar provision in favor of a Person other than Sellers, ( ii ) provision expressly requiring th e Business to purchase goods or services exclusivel y from another Person or ( iii ) express restriction on the ability of the Business ( whether before or after th e Closing ) to compete in any line of business or with any Person or to provide services generally or in any market s egment or any geographic area ; -29- ( f ) any Contract or series of related Contracts und er which the Business may be obligated to dispose o f or acquire any assets or properties material to the Bu siness, taken as a whole, other than dispositions o r acquisitions in the ordinary course of business consistent with past practice ; ( g ) any Contract granting to any Person a first - ref usal, first - offer or similar preferential right to purchase or acquire any right, asset or property of the Busines s ; ( h ) any Contract involving a material distributor, sales representative, broker or advertising arrange ment that by its express terms is not terminable by the Sellers at will or by giving notice of 90 days or l ess, without liability ; ( i ) ( i ) any exclusive dealing, requirements or take -or - pay Contracts or ( ii ) agreements containing any provision providing for an contingent p urchase price or similar contingent payment obligat ion on the part of any Seller ; ( j ) any interest rate swap, basis swap, credit deri vative transaction or other hedging agreements ; ( k ) any Government Contract ; ( l ) any settlement agreements, non - suit agreements, non - prosecution agreements or similar Contracts to which the Business is a party that have not been fu lly performed by the Sellers ; ( m ) in connection with any Intellectual Property Ri ght, a License - In or a License - Out ( excluding any License - Out to customers granted in the ordinary co urse of business ) providing for payments in an amou nt greater than $ 250,000 per annum ; or ( n ) a lease of real property under which any Seller is a lessor or a lease of personal property provid ing for payments in an amount in excess of $ 250,000 per ann um