The Company has a legal, valid and binding written agreement with each of its present employees and any consultant of the Company (an “Independent Contractor”), enforceable in accordance with its terms, and the Company entered into a legal, valid and binding written agreement with each of its former employees and Independent Contractors, pursuant to which each such employee or Independent Contractor has assigned, and the Company has obtained exclusive ownership of, all Intellectual Property created by such employee or, in the case of an Independent Contractor, an exclusive License (even as to such Independent Contractor) under or to such Intellectual Property, in the scope of his or her provision of services for, or employment by, the Company. The Company has provided to Buyer all confidentiality and non-disclosure agreements to which the Company is a party, including any and all amendments thereto.

Indebtedness in an amount not to exceed $25,000,000 outstanding at any one time for the repurchase, redemption, acquisition or retirement of Equity Interests of ESI held in a Plan or otherwise held by employees or independent contractors;

Newly Eligible Director. “Newly Eligible Director” means a Director who either # was not previously eligible to participate in this Plan or any other non-qualified, deferred compensation plans maintained for directors or independent contractors by a Participating Employer or other Affiliate, # had been paid all amounts previously deferred under all non-qualified, deferred compensation plans maintained for directors or independent contractors by a Participating Employer or other Affiliate and had ceased to be eligible to continue to participate in such plans on or before the date of payment of all amounts due under such plans, or # was not eligible to participate in any non-qualified deferred compensation plans (other than the accrual of earnings) maintained for directors or independent contractors by a Participating Employer or other Affiliate at any time during the 24-month period ending on the date the Director has again become eligible to participate in the Plan.

result of the Executive’s employment with the Company. “Employee or Independent Contractor” shall mean any employee or independent contractor who, at the time of the recruitment or hire by the Executive or by anyone the Executive is overseeing, is currently employed or engaged with the Company or who was employed or engaged with the Company at any time during the twelve (12) month period preceding the date of the recruitment or hire by the Executive or by anyone the Executive is overseeing.

Independent Contractors and Consultants:

to delegate to officers, employees or independent contractors of the Company matters involving the routine administration of the Plan and which are not specifically required by any provision of the Plan to be performed by the Board of Directors of the Company;

pay customary salary, bonus and other compensation or benefits payable to, and indemnities provided on behalf of, officers, employees, directors, managers, consultants or independent contractors of any Parent Entity to the extent related to its ownership of the Borrowers and the Restricted Subsidiaries;

entities or subsidiaries, and any cash awards granted to future, present or former employees, directors, officers, managers, members, partners, independent contractors or consultants or business partners of the Lead Borrower and its Subsidiaries in replacement for forfeited equity awards, shall be excluded;

Except as accrued as a Current Liability for purposes of calculating the Final Closing Working Capital Amount hereunder, the Target Companies, and, with respect to any current or former Business Employee and any current or former independent contractor, consultant, director or officer of the Business only, the Seller and its Affiliates (other than the Target Companies), have paid in full all material payments due or owing to any of the current and former Business Employees, directors, officers, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or material amounts required to be reimbursed on or before the date hereof to such Business Employees, directors, officers, consultants or independent contractors, consistent with payroll practices and schedules.

Employees. Seller warrants that at Closing, Buyer shall have no obligations whatsoever, for any compensation or other amounts payable to any employee, director, consultant or independent contractor of Company, including, but not limited to bonus, salary, compensation, accrued vacation, fringe, pension or profit sharing benefits, or severance paid or payable to any employee, director, consultant or independent contractor of Company relating to service with or for the Company at any time prior to the Closing Date.