M&A Boot Camp booklet 2023 - Flipbook - Page 114
(ix) each Company Contract relating to the acquisition, sale, spin-off or outsourcing of any Subsidiary or business unit or
operation of the Company;
(x) each Company Contract creating or relating to any partnership or joint venture or any sharing of revenues, profits, losses,
costs or liabilities;
(xi) each Company Contract imposing any restriction on the Company: (A) to compete with any other Person; (B) to acquire any
product or other asset or any services from any other Person, to sell any product or other asset to or perform any services for any
other Person or to transact business or deal in any other manner with any other Person; or (C) to develop or distribute any technology;
(xii) each Company Contract: (A) granting exclusive rights to license, market, sell or deliver any of the products or services of the
Company; or (B) otherwise contemplating an exclusive relationship between the Company and any other Person;
(xiii) each Company Contract creating or involving any agency relationship, distribution or reseller arrangement or franchise
relationship;
(xiv) each Company Contract regarding the acquisition, issuance or transfer of any securities and each Company Contract
affecting or dealing with any securities of the Company including any restricted share agreements or escrow agreements;
(xv) each Company Contract involving any loan, guaranty, pledge, performance or completion bond or indemnity or surety
arrangement;
(xvi) each Company Contract relating to the purchase or sale of any asset by or to, or the performance of any services by or for,
any Related Party;
(xvii) any Company Contract that contemplates or involves the payment or delivery of cash or other consideration by the
Company in an amount or having a value in excess of $25,000;
(xviii) any Company Contract: (A) with any customer of the Company who has purchased or licensed any products from the
Company pursuant to a Contract other than: (1) the Company’s standard form of customer Contract (with no material deviations); or
(2) except as contemplated by clause “(B)” of this sentence or another clause of this Section 2.11(a), a purchase order; or (B) that
contemplates or involves the payment or delivery of cash or other consideration to the Company in an amount or having a value in
excess of $10,000; and
(xix) any other Company Contract that was entered into outside the ordinary course of business or was inconsistent with the
past practices of the Company.
(Contracts in the respective categories described in clauses “(i)“ through “(xix)“ above and all Contracts identified, or required to
be identified, in Part 2.11(a) of the Disclosure Schedule are referred to in this Agreement as “Material Contracts.”)
(b) Delivery of Contracts. The Company has delivered or Made Available to Parent accurate and complete copies of all written Material
Contracts identified in Part 2.11(a) of the Disclosure Schedule, including all amendments thereto. Part 2.11(b) of the Disclosure Schedule
provides an
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