Affiliated Transactions and Certain Other Agreements. Set forth in Schedule 3.1(p) is a list of (a) all contracts, arrangements, agreements or understandings that would be required to be described pursuant to Item 404 of Regulation S-K of the Securities Act of 1933, as amended, except for those contracts, arrangements, agreements or understandings disclosed in the Company's 1998 Proxy Statement or Annual Report on Form 10-K for the year ended December 31, 1997, and (b) all agreements or understandings, whether written or oral, giving any Person the right to require the Company to register shares of capital stock or to participate in any such registration. The Company has previously provided to Parent true and complete copies of each of the foregoing agreements.
Affiliated Transactions and Certain Other Agreements. (a) Section 4.24(a) of the Disclosure Letter sets forth a list of those persons and entities who are “affiliates” of the Acquired Companies within the meaning of Rule 145 promulgated under the Securities Act or for purposes of Accounting Series Releases 130 and 135 of the SEC (the “Acquired Company Affiliates”).
(b) Other than as set forth on Section 4.24(b) of the Disclosure Letter with reasonable detail, including the names of parties involved and a description of the disclosed transaction, (i) there are no agreements or Liabilities between any Acquired Company, on the one hand, and any officer, employee, director, stockholder of any Acquired Company or any Acquired Company Affiliate, on the other hand, (ii) the Acquired Companies do not provide or cause to be provided any assets, services or facilities to any such officer, employee, director or stockholder of any Acquired Company or any Acquired Company Affiliate; (iii) no officer, employee, director or stockholder of any Acquired Company or Acquired Company Affiliate provides or causes to be provided any assets, services or facilities to the Acquired Companies; and (iv) the Acquired Companies do not beneficially own, directly or indirectly, any investment assets of any current or former officer, employee, director or stockholder of any Acquired Company or Acquired Company Affiliate.
(c) Each of the agreements and Liabilities listed in Section 4.24(b) of the Disclosure Letter were entered into or incurred, as the case may be, on terms no less favorable to the Acquired Companies than if such agreement or liability was entered into or incurred on an arm’s-length basis on competitive terms.
Affiliated Transactions and Certain Other Agreements. Set forth in Section 5.14 of the Company Disclosure Statement is an accurate and complete listing, as of the date hereof, of (a) all contracts, leases, agreements or understandings, whether written or oral, that are material to the Company and its Subsidiaries taken as a whole, with or on behalf of any Affiliate of the Company (other than its Wholly-Owned Subsidiaries) or any of the Cable Stockholders or any of their respective Affiliates, to which the Company or any of its Subsidiaries is a party or is otherwise bound, or by which any of their respective properties or assets is subject or bound, (b) all contracts, leases, agreements or understandings, whether written or oral, to which the Company or any of its Subsidiaries is a party or is otherwise bound which contain any restriction or limitation on the ability of the Company or any of its Affiliates (other than the Cable Stockholders and their non-Company Affiliates) to engage in any business anywhere in the world, other than any such contracts, leases, agreements or understandings the loss or breach of which, individually or in the aggregate, does not and would not have a Material Adverse Effect on the Company, and (c) all contracts, leases, agreements or understandings, whether written or oral, giving any Person the right to require the Company to register Shares or to participate in any registration of Shares. The Company has previously provided or made available to Parent true and complete copies of each of the foregoing agreements.
Affiliated Transactions and Certain Other Agreements. Set forth in Section 5.14 of the Company Disclosure Statement is an accurate and complete listing, as of the date hereof, of (a) all contracts, leases, agreements or understandings, whether written or oral, to which the Company or any of its Subsidiaries is a party or is otherwise bound which contain any restriction or limitation on the ability of the Company or any of its Affiliates (other than the Stockholders and their non-Company Affiliates) to engage in any business anywhere in the world, other than any such contracts, leases, agreements or understandings the loss or breach of which, individually or in the aggregate, does not and would not have a Material Adverse Effect on the Company or on the TCI Group, and (b) all contracts, leases, agreements or understandings, whether written or oral, giving any Person the right to require the Company to register Shares or to participate in any registration of Shares. The Company has previously provided or made available to Parent true and complete copies of each of the foregoing agreements. Except as disclosed in the Company SEC Reports, there are no relationships or transactions of a type required to be disclosed in the Company SEC Reports pursuant to Item 404 of Regulation S-K promulgated under the Securities Act.
Affiliated Transactions and Certain Other Agreements. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a list of those persons and entities who are, in the Company’s reasonable judgment, “affiliates” of the Company within the meaning of Rule 145 promulgated under the Securities Act or for purposes of Accounting Series Releases 130 and 135 of the SEC (the “Company Affiliates”).
(b) To the knowledge of the Company, except as disclosed in Sections 4.2(d), 4.12(a), 4.13 or 4.16(b) of the Company Disclosure Letter with reasonable detail, including the names of parties involved and a description of the disclosed transaction, (i) there are no agreements or Liabilities between the Company, on the one hand, and (A) any officer, employee, director, stockholder, or to the Company’s knowledge, any Company Affiliate, or (B) any person or entity who, to the Company’s knowledge, is an associate of any such officer, employee, director, stockholder or Company Affiliate, on the other hand, (ii) the Company does not provide or cause to be provided any assets, services or facilities to any such officer, employee, director, stockholder or Company Affiliate (other than offices, furniture, office equipment loaned or used and supplies provided in connection with such person’s employment services in the ordinary course of business consistent with past practice), (iii) neither the Company nor any such officer, employee, director, stockholder or Company Affiliate provides or causes to be provided any assets, services or facilities to the Company, and (iv) the Company does not beneficially own, directly or indirectly, any investment assets of any such current or former officer, employee, director, stockholder or Company Affiliate.
(c) To the knowledge of the Company, each of the agreements and Liabilities listed in Section 4.16(b) of the Company Disclosure Letter were entered into or incurred, as the case may be, on terms no less favorable to the Company (in the reasonable judgment of the Company) than if such agreement or liability was entered into or incurred on an arm’s-length basis on competitive terms. Any agreement to which the Company is a party and in which any director of the Company has a financial interest in such agreement was approved by a majority of the disinterested members of the Board of Directors of the Company and/or stockholders of the Company, as the case may be, in accordance with the DGCL.
Affiliated Transactions and Certain Other Agreements. Other than as set forth in Section 4.16(a) of the Company Disclosure Letter, there are no agreements or Liabilities between the Company, on the one hand, and any officer, employee, director or stockholder of the Company or Affiliates, on the other hand and no officer, employee, director or stockholder of the Company or Affiliate provides or causes to be provided any assets, services or facilities to the Company.
Affiliated Transactions and Certain Other Agreements. Except as set forth on Section 5.12 of the Parent Disclosure Letter, no event has occurred that would be required to be reported by Parent pursuant to Item 404 of Regulation S-K promulgated by the SEC.
Affiliated Transactions and Certain Other Agreements. Except as set ---------------------------------------------------- forth in Section 4.16 of the Target Disclosure Schedule, Target does not, directly or indirectly, have any agreement, arrangement or understanding with or commitment or obligation to or from any of its shareholders, officers, directors or employees (or any of their respective Affiliates), whether written or oral, other than arrangements with its employees in the Ordinary Course of Business. Without limiting the generality of the foregoing, except as disclosed in Section 4.16 of the Target Disclosure Schedule, no shareholder, officer, director or employee of Target (or any of their respective Affiliates) is, directly or indirectly, a joint investor or co-venturer with, or owner, lessor, lessee, licensor or licensee of any property, real or personal, tangible or intangible, owned or used, by Target and no such person is, directly or indirectly, a lender to or debtor of Target.
Affiliated Transactions and Certain Other Agreements of the Disclosure Letter sets forth a list of those persons and entities who are “affiliates” of any of the Selling Entities, respectively, within the meaning of Rule 145 promulgated under the Securities Act or for purposes of Accounting Series Releases 130 and 135 of the SEC (the “Affiliates”).
Affiliated Transactions and Certain Other Agreements. Section 4.15(a) of the Disclosure Letter sets forth a list of those persons and entities who are “affiliates” of the Company within the meaning of Rule 145 promulgated under the Securities Act or for purposes of Accounting Series Releases 130 and 135 of the SEC (the “Affiliates”). Except as set forth in Section 4.11(a) or Section 4.15 of the Disclosure Letter:
(a) there are no agreements or Liabilities between the Company or any of its Subsidiaries, on the one hand, and any officer, employee, director or stockholder of the Company, on the other hand, other than (i) reimbursement for reasonable expenses incurred on behalf of the Company or any of its Subsidiaries or (ii) as part of the normal and customary terms of any employee’s employment with the Company or any of its Subsidiaries, none of which amounts are material to the Company;
(b) neither the Company nor any of its Subsidiaries provides or causes to be provided any assets, services or facilities to any such officer, employee, director, stockholder of the Company or any Affiliate, other than as part of the normal and customary terms of any employee’s employment with the Company or any of its Subsidiaries, none of which amounts are material to the Company; and
(c) no officer, employee, director or stockholder of the Company or Affiliate provides or causes to be provided any assets or facilities to the Company or any of its Subsidiaries.
