This excerpt taken from the INFA 10-Q filed Aug 7, 2008.
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3.13. Absence of Certain Changes or Events. Since the Balance Sheet Date to the date of this Agreement, there has not occurred any Acquired Company Material Adverse Effect, and the Acquired Company and its Subsidiaries have not taken any action that, if taken after the date of this Agreement, would constitute a breach of Section 5.3, other than the Acquired Company Reorganization.
(a) This Section 3.14 does not relate to Leases, such items being the subject of Section 3.11, or to Acquired Company Licenses or Third Party Licenses, such items being the subject of Section 3.12.
(b) Section 3.14(b) of the Seller Disclosure Schedule sets forth a list, as of the date hereof, of each Contract to which either the Acquired Company or a Subsidiary of the Acquired Company is party or by which any of them is bound:
(i) for the purchase of materials, supplies, goods, services, equipment or other assets, which provides for (A) annual payments by the Acquired Company or any of its Subsidiaries of $75,000 or more, or (B) aggregate payments by the Acquired Company or any of its Subsidiaries of in excess of $150,000 or more, in each case which is not terminable by the Acquired Company or any of its Subsidiaries by notice of not more than sixty (60) days without penalty;
(ii) for payments to or by the Acquired Company or any of its Subsidiaries that involve $75,000 annually or $150,000 in the aggregate, and is not terminable by the Acquired Company or any of its Subsidiaries by notice of not more than sixty (60) days without penalty or cost;
(iii) that is a note, debenture, bond, equipment trust, letter of credit, loan, mortgage or other Contract for the borrowing or lending of money (other than to employees for travel expenses in the ordinary course of business consistent with past practice) or agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person; in any such case which, individually, is in excess of $75,000;
(iv) that restrains the ability of the Acquired Company or any of its Subsidiaries to engage or compete in any manner or in any business, or that includes any non-competition, non-solicitation, “no hire” or “most favored nation”;
(v) that relates to the acquisition or disposition of any material assets or any interest in any business enterprise (whether by merger, sale of stock, sale of assets or otherwise);
(vi) that is a collective bargaining Contract or other Contract with any labor organization, union or association;
(vii) that provides for surety, guaranty or indemnification obligations (other than Intellectual Property and other indemnities granted or received by the Acquired Company and its Subsidiaries under customer, reseller, license supply and similar commercial Contracts entered into by the Acquired Company or any Subsidiary thereof in the ordinary course of business consistent with past practice);
(viii) that is a dealer, distribution, joint marketing, strategic alliance, affiliate or development Contract;
(ix) that is a sales representative, original equipment manufacturer, manufacturing, value added, remarketer, reseller, or independent software vendor, or other Contract for use or distribution of the products, technology or services of the Acquired Company or any of its Subsidiaries;
(x) that is a nondisclosure, confidentiality or similar agreement, other than those entered into with any actual or prospective customer or vendor of the Acquired Company’s business in the ordinary course of business consistent with past practice;
(xi) that is (A) an employment, contractor or consulting agreement, contract or commitment with an employee or salesperson, other than at will employment agreements providing no severance or other post-termination benefits (other than continuation of coverage required by applicable Law); (B) an agreement, Contract or commitment to grant any severance, change in control or termination pay or benefits (in cash or otherwise) to any director, officer or employee; or (C) any contractor, consulting or sales agreement, Contract, or commitment with a firm or other organization;
(xii) that is an agreement or plan (including any stock option plan, stock appreciation rights plan or stock purchase plan), any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated or may be accelerated, by the occurrence of any of the transactions contemplated by this Agreement (either alone or in connection with additional or subsequent events) or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement; and
(xiii) any power of attorney relating to the Acquired Company or any of its Subsidiaries that is currently effective and outstanding.
(c) Each of the Contracts required to be listed in Section 3.14 of the Seller Disclosure Schedule (such Contracts, together with any Contracts required to be disclosed pursuant to Section 3.2 and 3.24, as well as the Reorganization Agreements, the “