IN THE PROCESSING OR MANUFACTURING OF THE
PRODUCTS, OR THE RESERVATION BY SUCH THIRD PARTY OF THE RIGHT TO USE, LICENSE,
OR SUBLICENSE SUCH
47
ACQUIRED INTELLECTUAL PROPERTY (EXCEPT FOR LICENSES OF COMMERCIALLY AVAILABLE
SOFTWARE OR SERVICE AGREEMENTS WITH RESPECT TO SUCH SOFTWARE ENTERED INTO IN THE
ORDINARY COURSE OF BUSINESS; OR (4) IS OTHERWISE MATERIAL TO THE OPERATION OF
THE ACQUIRED BUSINESS;
(F)
ANY CONTRACT THAT (1) LIMITS THE FREEDOM OF ANY SELLER OR TARGET
COMPANY, TIWEST OR THE ACQUIRED BUSINESS TO COMPETE IN ANY LINE OF BUSINESS OR
WITH ANY PERSON OR IN ANY GEOGRAPHICAL AREA OR (2) CONTAINS EXCLUSIVITY
OBLIGATIONS OR RESTRICTIONS BINDING ON ANY SELLER OR TARGET COMPANY, TIWEST OR
THE ACQUIRED BUSINESS;
(G)
ANY JOINT VENTURE, PARTNERSHIP, LIMITED LIABILITY COMPANY OR OTHER
SIMILAR CONTRACTS;
(H)
ANY CONTRACT RELATING TO ANY OUTSTANDING COMMITMENT FOR CAPITAL
EXPENDITURES IN EXCESS OF $100,000 INDIVIDUALLY OR $750,000 IN THE AGGREGATE;
(I)
ANY CONTRACT (OR SERIES OF RELATED CONTRACTS) RELATING TO ANY
OUTSTANDING OBLIGATION OF AN ACQUISITION, DISPOSITION OR LEASE OF ANY PERSON,
BUSINESS OR MATERIAL REAL PROPERTY OR OTHER MATERIAL ASSETS (WHETHER BY MERGER,
SALE OF STOCK, SALE OF ASSETS OR OTHERWISE);
(J)
ANY DISTRIBUTION, AGENCY AND MARKETING CONTRACT (OR SERIES OF
RELATED CONTRACTS) INVOLVING IN EXCESS OF $250,000 IN ANY ANNUAL PERIOD;
(K)
ANY CONTRACT (OR SERIES OF RELATED CONTRACTS) RELATING TO THE
PURCHASE BY ANY SELLER, TARGET COMPANY OR TIWEST OF ANY PRODUCTS OR SERVICES
UNDER WHICH THE UNDELIVERED BALANCE OF SUCH PRODUCTS OR SERVICES IS IN EXCESS OF
$750,000 IN THE AGGREGATE OR $250,000 OVER THE NEXT TWELVE MONTHS;
(L)
ANY CONTRACT (INCLUDING ANY "TAKE-OR-PAY" OR KEEPWELL AGREEMENT)
UNDER WHICH (1) ANY PERSON HAS DIRECTLY OR INDIRECTLY GUARANTEED ANY LIABILITIES
OR OBLIGATIONS OF ANY TARGET COMPANY, TRONOX AUSTRALIA OR TIWEST OR (2) ANY
TARGET COMPANY, TRONOX AUSTRALIA OR TIWEST HAS DIRECTLY OR INDIRECTLY GUARANTEED
LIABILITIES OF ANY OTHER PERSON;
(M)
ANY CONTRACT WITH ANY CURRENT EMPLOYEE OF ANY ASSET SELLER, OR ANY
CURRENT OR FORMER EMPLOYEE OF ANY TARGET COMPANY OR TIWEST, WITH AGGREGATE
PAYMENTS OF AT LEAST $50,000 REMAINING UNDER SUCH CONTRACT OR PROVIDING FOR
SEVERANCE LIABILITIES OF AT LEAST $50,000 REMAINING UNDER SUCH CONTRACT (OTHER
THAN, IN EACH CASE, PURSUANT TO THE STANDARD SEVERANCE POLICIES OF ANY ASSET
SELLER OR TARGET COMPANY OR TIWEST);
(N)
ANY CONTRACT THAT IS A SETTLEMENT OR SIMILAR AGREEMENT PURSUANT TO
WHICH OUTSTANDING OBLIGATIONS WILL EXIST FOR THE ACQUIRED BUSINESS AFTER THE
CLOSING;
48
(O)
ANY CONTRACT RELATED TO THE USE, DEVELOPMENT, SUPPORT OR DISASTER
RECOVERY OF THE IT SYSTEMS INVOLVING CONSIDERATION IN EXCESS OF $100,000 OR
OTHERWISE CRITICAL TO THE OPERATION OF THE ACQUIRED BUSINESS;
(P)
ANY CONTRACT THAT PROVIDES FOR A BONDING REQUIREMENT (IT BEING
UNDERSTOOD AND AGREED THAT, NOTWITHSTANDING ANY OTHER PROVISION HEREIN TO THE
CONTRARY, SELLERS SHALL HAVE THE RIGHT TO UPDATE SECTION 3(G)(I) OF THE
DISCLOSURE SCHEDULE FOLLOWING THE DATE HEREOF TO DISCLOSE ALL BONDING
REQUIREMENTS IN EFFECT FROM TIME TO TIME); AND
(Q)
ANY OTHER CONTRACT THAT IS MATERIAL TO THE ACQUIRED