Common use of Schedule 3 Clause in Contracts

Schedule 3. 12(a) contains a complete and accurate list of all Material Contracts (classified (i) through (xv), as applicable, based on the definition of Material Contracts). As used in this Agreement, “Material Contracts” means all Contracts of the following types to which the Company or Subsidiary is a party or by which the Company or Subsidiary or any of their respective properties or assets is bound: (i) any real property leases; (ii) any labor or employment-related agreements including, without limitation, any agreements or arrangements with any employees, sales representatives, consultants, independent contractors, agents or other representatives (including sales commission agreements or arrangements which result in annual compensation or payments in excess of $75,000); (iii) any joint venture and limited partnership agreements; (iv) mortgages, indentures, loan or credit agreements, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (v) agreements for the sale of goods or products or performance of services by or with any vendor or customer (or any group of related vendors or customers) exceeding $125,000, individually or in the aggregate (vi) lease agreements for machinery and equipment, motor vehicles, or furniture and office equipment or other personal property by or with any vendor (or any group of related vendors); (vii) agreements restricting in any manner the right of the Company or Subsidiary to compete with any other Person, or restricting the right of the Company or Subsidiary to sell to or purchase from any other Person; (viii) agreements between the Company or Subsidiary and any of its Affiliates; (ix) guaranties, performance, bid or completion bonds, surety and appeal bonds, return of money bonds, and surety or indemnification agreements; (x) custom bonds and standby letters of credit; (xi) any license agreement or other agreements to which the Company or Subsidiary is a party regarding any Intellectual Property of others, excluding any Off -of the Shelf Software; (xii) other agreements, contracts and commitments which (A) cannot be terminated by the Company or Subsidiary on notice of 30 days or less or (B) require payment by the Company or Subsidiary of $5,000 or more upon termination; (xiii) powers of attorney; and (xiv) each other agreement or contract to which the Company or Subsidiary is a party or by which the Company or Subsidiary or their respective assets are otherwise bound which is material to its Business, operation, financial condition or prospects.

Schedule 3. 12(a) contains 10.4 hereto sets forth a true, correct and complete and accurate list of all Material Contracts (classified (i) through (xv), as applicable, based on the definition of Material Contracts). As used in this Agreement, “Material Contracts” means all Contracts of the following types agreements to which the Company or Subsidiary any of its Subsidiaries is a party or by which the Company or Subsidiary any of its Subsidiaries or any of their respective properties or assets is are bound, of the following types: (ia) Real Property Leases; (b) Personal Property Leases; (c) material License Agreements, other than License Agreements granted to the Company by specific customers to enable the Company to provide services to or for the benefit of such customers and not to other customers; (d) any real property leasescontract involving an investment by the Company or any of its Subsidiaries in any partnership, limited liability company or joint venture; (iie) any labor contract of the Company or employment-related agreements including, without limitation, any agreements or arrangements with any employees, sales representatives, consultants, independent contractors, agents or other representatives (including sales commission agreements or arrangements of its Subsidiaries which result in annual compensation or payments involves a financing arrangement in excess of $75,000)250,000, other than purchase orders entered into in the ordinary course of business which contain customary terms and conditions; (iiif) employment agreements with any joint venture and limited partnership member of the Management Committee or any Key Employee; (g) sales agency, distribution or manufacturers representatives’ agreements; (ivh) loan agreements, notes, mortgages, indentures, loan or credit agreements, security agreements and other agreements and instruments relating to the borrowing of money or extension of creditmoney; (vi) agreements for the sale of goods or products or performance of services by or with any vendor or customer (or any group of related vendors or customers) exceeding $125,000, individually or in the aggregate (vi) lease agreements for machinery and equipment, motor vehicles, or furniture and office equipment or other personal property by or with any vendor (or any group of related vendors); (vii) agreements restricting in any manner the right Affiliate of the Company or Subsidiary to compete with its Subsidiaries; (j) any contract involving non-competition, exclusivity or any other Personrestriction, in each such case with respect to the geographical area of operations or restricting the right scope or type of business of the Company or Subsidiary to sell to any of its Subsidiaries or purchase from any other Personof their respective Affiliates; (viiik) agreements between any contract relating to any acquisition or disposition of any capital stock or equity interest of the Company or Subsidiary and any of its AffiliatesSubsidiaries; (ixl) guarantiescontracts with the top twenty customers of the Company and its Subsidiaries based on revenues for fiscal year ended December 31, performance, bid or completion bonds, surety 2003; and appeal bonds, return (m) contracts that require stated payments in excess of money bonds, and surety or indemnification agreements$250,000 per annum; (xn) custom bonds and standby letters contracts which as of creditthe date hereof, are “material contracts” as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act; (xio) contracts which would prohibit or materially delay the consummation of the Merger or any license agreement of the transactions contemplated by this Agreement or other agreements any Ancillary Agreement; (p) “requirements” contracts or any contracts committing a person to provide the quantity of goods or services required by another person which are material to the Company; (q) “take or pay” contracts which are material to the Company or Subsidiary is a party regarding any Intellectual Property of others, excluding any Off -of the Shelf Software; (xii) other agreements, contracts and commitments which (A) cannot be terminated by the Company or Subsidiary on notice of 30 days or less or (B) require payment by the Company or Subsidiary of $5,000 or more upon termination; (xiii) powers of attorneySubsidiary; and (xivr) derivative contracts and other hedging arrangements (such contracts described in (a)–(r) above, the “Material Contracts”). The Company has delivered or made available to the Parent a true, correct and complete copy of each other agreement or contract to which of the Company or Subsidiary is a party or by which the Company or Subsidiary or their respective assets are otherwise bound which is material to its Business, operation, financial condition or prospectsMaterial Contracts.

Schedule 3. 12(a) contains a complete and accurate list of all Material Contracts (classified (i) through (xv), as applicable, based on the definition of Material Contracts). As used in this Agreement, “Material Contracts” means all Contracts of the following types to which the Company or Subsidiary is a party or by which the Company or Subsidiary or any of their respective its properties or assets is bound: (i) any real property leases; (ii) any labor or employment-related agreements including, without limitation, any agreements or arrangements with any employees, sales representatives, consultants, independent contractors, agents or other representatives (including sales commission agreements or arrangements which result in annual compensation or payments in excess of $75,000)agreements; (iii) any joint venture and limited partnership agreements; (iv) mortgages, indentures, loan or credit agreements, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (v) agreements for the sale of goods or products or performance of services by or with any vendor or customer (or any group of related vendors or customers) exceeding $125,000including, individually without limitation, all Contracts relating to the lease or in the aggregate rental of any Rental Equipment; (vi) lease agreements for machinery and equipment, motor vehicles, or furniture and office equipment or other personal property by or with any vendor (or any group of related vendors); (vii) agreements restricting in any manner the right of the Company or Subsidiary to compete with any other Person, or restricting the right of the Company or Subsidiary to sell to or purchase from any other Person; (viii) agreements between the Company or Subsidiary and any of its Affiliates; (ix) guaranties, performance, bid or completion bonds, surety and appeal bonds, return of money bonds, and surety or indemnification agreements; (x) custom bonds and standby letters of credit; (xi) any license agreement or other agreements to which the Company or Subsidiary is a party regarding any Intellectual Property of others, excluding any Off -of the Off-the-Shelf Software; (xii) other agreements, contracts and commitments which (A) cannot be terminated by the Company or Subsidiary on notice of 30 days or less or (B) require payment by the Company or Subsidiary of $5,000 or more upon termination; (xiii) powers of attorney; (xiv) any agreements or arrangements with any employees, sales representatives, consultants, independent contractors, agents or other representatives of the Company (including sales commission agreements or arrangements); and (xivxv) each other agreement or contract to which the Company or Subsidiary is a party or by which the Company or Subsidiary or their respective assets are otherwise bound which is material to its Business, operation, financial condition or prospects.

Schedule 3. 12(a13(a) contains a complete and accurate list of all Material Contracts (classified (i) through (xv), as applicable, based on the definition of Material Contracts). As used in this Agreement, “Material Contracts” means all Contracts of the following types to which the Company or Subsidiary any Seller Party is a party or by which the Company or Subsidiary any Seller Party or any of their respective its properties or assets is bound: (i) any real property leases; (ii) any labor or employment-related agreements includingagreements, without limitation, any agreements including employee leasing or arrangements with any employees, sales representatives, consultants, independent contractors, agents or other representatives (including sales commission agreements or arrangements which result in annual compensation or payments in excess of $75,000)professional employer organization agreements; (iii) any joint venture and limited partnership agreements; (iv) mortgages, indentures, loan or credit agreements, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (v) agreements for the sale of goods or products or performance of services by or with any vendor or customer (or any group of related vendors or customers) exceeding $125,000, individually or in the aggregate ); (vi) lease agreements for machinery and equipment, motor vehicles, or furniture and office equipment or other personal property by or with any vendor (or any group of related vendors); (vii) agreements restricting in any manner the right of the Company or Subsidiary any Seller Party to compete with any other Person, or restricting the right of the Company or Subsidiary any Seller Party to sell to or purchase from any other Person; (viii) agreements between the Company or Subsidiary any Seller Party and any of its Affiliates; (ix) guaranties, performance, bid or completion bonds, surety and appeal bonds, return of money bonds, and surety or indemnification agreements; (x) custom bonds and standby letters of credit; (xi) any license agreement or other agreements to which the Company or Subsidiary any Seller Party is a party regarding any Intellectual Property of others, excluding any Off -of the Shelf Software; (xii) other agreements, contracts and commitments which (A) cannot be terminated by the Company or Subsidiary any Seller Party on notice of 30 days or less or (B) require and without payment by the Company or Subsidiary any Seller Party of less than $5,000 or more 25,000 upon such termination; (xiii) powers of attorney; (xiv) any agreements or arrangements with any sales representatives, consultants, agents or other representatives of any Seller Party (including sales commission agreements or arrangements); (xv) documents controlling the terms of any Benefit Plan; and (xivxvi) each other agreement or contract to which the Company or Subsidiary any Seller Party is a party or by which the Company it or Subsidiary or their respective its assets are otherwise bound which is material to its Business, operation, financial condition or prospects.

Schedule 3. 12(a9(a) contains a complete and accurate list of all Material Contracts (classified (i) through (xvxviii), as applicable, based on the definition of Material Contracts). As used in this Agreement, “Material Contracts” means all Contracts of the following types to which the any Company or Company Subsidiary is a party or by which the any Company or Company Subsidiary or any of their respective properties or assets is bound: (i) any real property leasesReal Property Leases; (ii) any labor or employment-related agreements including, without limitation, any agreements or arrangements with any employees, sales representatives, consultants, independent contractors, agents or other representatives (including sales commission agreements or arrangements which result in annual compensation or payments in excess of $75,000RMB2,000,000); (iii) any joint venture and limited partnership agreementsventure, consortium, partnership, or profit (or loss) sharing agreement; (iv) mortgages, indentures, loan or credit agreements, security agreements and other agreements and instruments relating to the borrowing of money or extension of credit; (v) agreements for the sale of goods or products or performance of services by or with any vendor or customer (or any group of related vendors or customers) exceeding $125,000RMB2,000,000, individually or in the aggregate (vi) lease agreements for machinery and equipment, motor vehicles, or furniture and office equipment or other personal property by or with any vendor (or any group of related vendors); (vii) agreements restricting in any manner the right of the any Company or Company Subsidiary to compete with any other Person, or restricting the right of the any Company or Company Subsidiary to sell to or purchase from any other Person; (viii) agreements between the any Company or Company Subsidiary and any of its Affiliates; (ix) guaranties, performance, bid or completion bonds, surety and appeal bonds, return of money bonds, and surety or indemnification agreements; (x) custom bonds and standby letters of credit; (xi) any license agreement or other agreements to which the any Company or Company Subsidiary is a party regarding any Intellectual Property of others, excluding any Off -of the Off-the-Shelf Software; (xii) other agreements, contracts and commitments which (A) cannot be terminated by the any Company or Company Subsidiary on notice of 30 days or less or (B) require payment by the any Company or Company Subsidiary of $5,000 RMB2,000,000 or more upon termination, or (C) default under which will cause a cost to the Companies or the Company Subsidiary (including, for this purpose, a loss of profit) of RMB2,000,000 or more; (xiii) grants powers of attorney, agency or similar authority; (xiv) relates to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any equity securities; (xv) involves any provisions providing for exclusivity, “change in control”, “most favored nations”, rights of first refusal or first negotiation or similar rights; (xvi) involves the waiver, compromise, or settlement of any material dispute, claim, litigation or arbitration; (xvii) is with a Authority, state-owned enterprise, or sole-source supplier of any material product or service; and (xivxviii) each other agreement or contract to which the any Company or Company Subsidiary is a party or by which the any Company or Company Subsidiary or their respective assets are otherwise bound which is material to its Business, operation, financial condition or prospects.