Schedule 3. 1. The first footnote in Schedule 3.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following:
Schedule 3. 1. Schedule 3.1 (Fees) to the Agreement dated October 1, 2004 through September 30, 2007 is hereby amended to add the following language to the list of Activity Based Fees: “Call Center Services $ 1.25/minute± ±Note: Minimum of $8,500/mo applies”;
Schedule 3. 1 The obligation of each Lender to make its initial extension of credit provided for in the Agreement is subject to the fulfillment, to the satisfaction of each Lender (the making of such initial extension of credit by any Lender being conclusively deemed to be its satisfaction or waiver of the following), of each of the following conditions precedent:
Schedule 3. 1.1.1. As of the 4th Amendment Effective Date, Schedule 3.1.1.1 of the Agreement is hereby amended as attached to this Amendment. All references in the Agreement to Schedule 3.1.1.1 shall, on and after the Amendment Effective Date, refer to the attached Schedule 3.1.1.1. The Parties Agree that Xxxxxxx’x sole obligation for the transfer of information in Section 1.3.1
Schedule 3. 30.1 contains a complete and accurate list of each Seller Plan. Complete and accurate copies of (i) all Seller Plans which have been reduced to writing, (ii) written summaries of all unwritten Seller Plans, and (iii) all related trust agreements, insurance contracts and summary plan descriptions have been delivered or made available to the Buyer.
Schedule 3. 16. In accordance with Section 5.14 of the Agreement, Schedule 3.16 in the Agreement is deleted in its entirety and replaced by Schedule 3.16 attached to this Amendment.
Schedule 3. 12 is a true and accurate list as of the date hereof of all Permits held by the Company used in the Business. Except for such Permits, there are no permits, licenses, consents or authorizations, whether federal, state, local or foreign, which are necessary for the lawful operation of the Business. The Company is in compliance in all material respects with all requirements and limitations under such Permits. No employee, officer, director, equity holder, or manager of the Company owns or has any interest in any such Permit.
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 w...
Schedule 3. 16.1 contains an accurate and complete list and description of (i) all of the Employee Benefit Plans which the Company, or any ERISA Affiliate, sponsors, maintains or contributes to, is required to contribute to, or has or could reasonably be expected to have any liability of any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of present or former employees of the Company and/or its ERISA Affiliates (referred to collectively as the “ Company’s Employee Benefit Plans” and individually as a “ Company’s Employee Benefit Plan”), (ii) all employees employed by the Company affected or covered by an Employee Benefit Plan, (iii) all Obligations thereunder as of the Closing Date, and (iv) all ERISA Affiliates. Accurate and complete copies of all of the Company’s Employee Benefit Plans have been provided to Buyer as well as the most recent determination letter issued, if any, or if none, Internal Revenue Service (“IRS”) opinion or advisory letter issued with respect to a Company’s Employee Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with any governmental agency (including the Department of Labor and the IRS), summary plan descriptions, service agreements, stop loss insurance policies, and all related contracts and documents (including, but not limited to, employee summaries and material employee communications), all closing letters, audit finding letters, revenue agent findings and similar documents. None of Company’s Employee Benefit Plans is subject to Title IV of ERISA or Code Section 412. None of Company’s Employee Benefit Plans is a Multiple Employer Plan or Multiemployer Plan under Code Section 413(c) or 414(f). No employer, other than the Company or an ERISA Affiliate, is permitted to participate or participates in the Company’s Employee Benefit Plans and no leased employees (as defined in Section 414(n) of the Code) or independent contractors are eligible for, or participate in, the Company’s Employee Benefit Plans. None of Company’s Employee Benefit Plans promises or provides health, life or other welfare benefits to retirees or former employees, or severance benefits, except as required by Code Section 4980B, Sections 601 through 609 of ERISA, or comparable state statutes which provide for continuing health care coverage.
Schedule 3. 21 contains a complete and accurate list of the following information for each employee, director, independent contractor, consultant and agent of Seller, including each employee on leave of absence or layoff status: name; job title; date of hiring or engagement; date of commencement of employment or engagement; current compensation paid or payable and any change in compensation since December 31, 2003; sick and vacation leave that is accrued but unused; and service credited for purposes of vesting and eligibility to participate under any employee plan, or any other employee or director benefit plan.
