definiens: ( as such termis defined in Item 601(b)(10 ) of Regulation S - K of the SEC ), ( iii ) which provides for any payment by or to the Company orany of its Subsidiaries in excess of $ 100,000 in any year or which is not terminable within one year without penalty, ( iv)which limits ( or purports to limit ) in any way the ability of the Company, any of the Transferred Subsidiaries or any of itsAffiliates or of the Consumables Business or the Process Business to compete or engage in any line of business, in anygeographic area or with any person, or which requires referrals of any 36business or requires any of the Transferred Subsidiaries or Affiliates or the Consumables Business or the Process Business tomake 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 Person, ( xii ) which imposes any confidentiality, non - disclosure or standstillobligation on the Company or its Affiliates ( except confidentiality provisions entered into in the ordinary course of businessconsistent with past practice ) or the Consumables Business or the Process Business, or ( xiii ) any of the benefits or liabilitiesof which will be increased, or the vesting of the benefits of which will be accelerated, by the occurrence of the transactionscontemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of thetransactions contemplated by this Agreement . The Company has previously made available to the Buyer complete andaccurate copies of each Contract of the type described in this Section 4.1(v ) . All of the Contracts are valid and in full force andeffect, except where the failure to be in full force and effect, individually or in the aggregate, has not had, and would notreasonably be expected to have, a Material Adverse Effect . Neither the Company nor any of its Subsidiaries nor theConsumables Business nor the Process Business, and to the Knowledge of the Company, none of the other parties thereto, hasviolated any provision of, or committed or failed to perform any act which ( with or without notice, lapse of time or both)would constitute a default under the provisions of any Contract, except in each case for those violations and defaults which, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect . EachContract will be a valid and binding obligation of the Consumables Business or the Process Business, as applicable, and uponconsummation of the transactions contemplated hereby will be in full force and effect