SUBSIDIARY IN ANY GEOGRAPHICAL AREA;
(V)
CONTRACTS RELATING TO ANY INDEBTEDNESS OR THE GUARANTEE BY
THE COMPANY OR THE SUBSIDIARY OF ANY SUCH INDEBTEDNESS (OTHER THAN CONTRACTS
EVIDENCING TRADE PAYABLES IN THE ORDINARY COURSE OF BUSINESS);
(VI)
ANY OTHER CONTRACT THAT INVOLVES THE RECEIPT OR EXPENDITURE OF
MORE THAN [****]
IN THE AGGREGATE;
(VII)
WRITTEN EMPLOYMENT OR SEVERANCE AGREEMENTS WITH EMPLOYEES OF
THE COMPANY OR THE SUBSIDIARY, OR ANY NON-COMPETE AGREEMENT WITH OR BINDING UPON
ANY SUCH EMPLOYEE;
(VIII)
CONTRACTS FOR ANY CAPITAL EXPENDITURE IN EXCESS OF [****]
OUTSIDE THE ORDINARY COURSE OF BUSINESS AND OTHER THAN THE SCHEDULED REPLACEMENT
OR UPGRADE OF EQUIPMENT;
(IX)
AGREEMENTS OR COMMITMENTS FOR THE PURCHASE OR SALE OF ANY
GOODS OR SERVICES (OTHER THAN CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS) AND INVOLVING PAYMENTS UNDER ANY INDIVIDUAL CONTRACT IN EXCESS OF
[****], WHICH IS NOT CANCELABLE ON THIRTY (30) DAYS NOTICE OR LESS WITHOUT
PENALTY;
(X)
AGREEMENTS OR COMMITMENTS FOR THE ACQUISITION OF ASSETS OR
ANY INTEREST IN ANY BUSINESS ENTERPRISE INVOLVING THE PAYMENT OF MORE THAN
[****], INDIVIDUALLY OR [****], IN THE AGGREGATE;
19
(XI)
LICENSES AND OTHER AGREEMENTS INVOLVING ANY INTELLECTUAL
PROPERTY (OTHER THAN OPEN SOURCE SOFTWARE, CONTRACTS FOR COMMERCIALLY AVAILABLE
"OFF THE SHELF" SOFTWARE LICENSES, NON-DISCLOSURE AGREEMENTS AND WORK-FOR-HIRE
AGREEMENTS, IN EACH CASE, ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS);
(XII)
ANY SETTLEMENT, CONCILIATION OR SIMILAR AGREEMENT WITH ANY
GOVERNMENTAL AUTHORITY, OR RESOLVING ANY MATERIAL PENDING OR THREATENED ACTION
AGAINST THE COMPANY, THE SUBSIDIARY OR THE SHAREHOLDERS, OR THAT CREATES
MONITORING OR REPORTING OBLIGATIONS TO ANY GOVERNMENT AUTHORITY OUTSIDE OF THE
ORDINARY COURSE OF BUSINESS;
(XIII)
ANY AGREEMENT THAT CONTAINS ANY PROVISION PURSUANT TO WHICH THE
COMPANY OR THE SUBSIDIARY IS OBLIGATED TO INDEMNIFY OR MAKE ANY INDEMNIFICATION
PAYMENTS TO ANY PERSON AND THAT WAS NOT ENTERED INTO IN THE ORDINARY COURSE OF
BUSINESS;
(XIV)
JOINT VENTURE AGREEMENTS OR TEAMING AGREEMENTS; AND
(XV)
ANY OTHER CONTRACT NOT OTHERWISE COVERED BY CLAUSES (I) THROUGH
(XIV) ABOVE, THAT WAS NOT ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS OR
THAT IS OTHERWISE MATERIAL TO THE BUSINESS.
(B)
NO DEFAULT.
ALL OF THE SCHEDULED CONTRACTS ARE IN FULL FORCE
AND EFFECT AND ARE THE LEGAL, VALID AND BINDING OBLIGATIONS OF THE COMPANY OR
THE SUBSIDIARY, ENFORCEABLE AGAINST IT IN ACCORDANCE WITH ITS TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM AND SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS AND REMEDIES GENERALLY AND SUBJECT, AS TO
ENFORCEABILITY, TO GENERAL PRINCIPLES OF EQUITY (REGARDLESS OF WHETHER
ENFORCEMENT IS SOUGHT IN A PROCEEDING AT LAW OR IN EQUITY).
NEITHER THE COMPANY
NOR THE SUBSIDIARY IS IN DEFAULT IN ANY MATERIAL RESPECT UNDER ANY SCHEDULED
CONTRACT, NOR TO THE SHAREHOLDERS' KNOWLEDGE, IS ANY OTHER PARTY TO ANY
SCHEDULED CONTRACT IN DEFAULT THEREUNDER IN ANY MATERIAL RESPECT.
TO THE
SHAREHOLDERS' KNOWLEDGE, NO EVENT HAS OCCURRED THAT, WITH NOTICE OR LAPSE OF
TIME, WOULD CONSTITUTE A MATERIAL BREACH OR DEFAULT OR PERMIT TERMINATION,
MODIFICATION, OR ACCELERATION UNDER ANY SCHEDULED CONTRACT.
(C)
EXCEPT AS DISCLOSED ON SCHEDULE 3.12(C), EACH