Agreements and Obligations. Each of the Company's contracts with its custodian, transfer agent, registrar and dividend paying agent (the "Company Agreements") comply in all material respects with the applicable provisions of the 1940 Act and the 1940 Act Regulations.
Agreements and Obligations. AIII shall have performed and complied -------------------------- with all agreements, undertakings, and obligations which are required to be performed or complied with by it at or before the Closing.
Agreements and Obligations. (a) Except as listed on Schedule 4.15(a) hereto (collectively the "TTL Agreements"), neither TTL nor any Material TTL Subsidiary is a party to, or bound by, any contract, lease, agreement, plan, policy, indenture, license, understanding or arrangement, of any kind whatsoever, whether written or oral, express or implied. Schedule 4.15(a) accurately states which of the TTL Agreements constitutes a TTL Listed Agreement. For the purposes of this Agreement, a "TTL Listed Agreement" is a TTL Agreement: (i) which provides for aggregate payments to or by TTL and/or any Material TTL Subsidiary (which, in the case of sales of products by TTL or any Material TTL Subsidiary, shall be interpreted only as including unpaid debts or open commitments) in an amount equal to or greater than U.S. $1,600,000, or which is otherwise material to TTL and the TTL subsidiaries taken as a whole; (ii) containing covenants limiting the freedom of TTL or any Material TTL Subsidiary to compete in any line of business with any person or in any area or territory; (iii) which has required in 1998 or is expected to require during 1999 the payment by TTL or any Material TTL Subsidiary of royalties in excess of U.S.$300,000 per annum; (iv) containing any obligation or liability of any kind to holders of its securities as such (including, but not limited to, any obligation to register any of TTL's securities under any securities regulatory law of the State of Israel, the United States or any state of the United States); (v) relating to employment or management, including any agreements with respect to indemnification of officers, directors or other key-employees of TTL or any Material TTL Subsidiary or consulting agreements requiring annual payments in excess of U.S. $250,000 (the TTL Listed Agreements required to be listed by this clause (v) shall be listed in a Side Letter re TTL Listed Agreements which is provided by TTL to ECI contemporaneously with the execution hereof, is initialed by all parties hereto and is deemed for all purposes as if it were attached to this Agreement as part of Schedule 4.15(a)); (vi) relating to the acquisition or sale (or the option therefor) by TTL or any Material TTL Subsidiary of any operating business or division since January 1, 1995; or (vii) relating to voting agreement or shareholders' agreement, with respect to TTL or any Material TTL Subsidiary. Except as set forth in Schedule 4.15(a) hereto under the heading "Transfer Sensitive Agreements", neither TTL...
Agreements and Obligations. 32 5.15 Permits .................................................33 5.16
Agreements and Obligations. PERFORMANCE: Exhibit "I" sets forth a list of material agreements to which the Purchaser is a party or is otherwise bound. Other than these material agreements, the Purchaser is not party to or bound by any: 4.9.1 written or oral agreement or other contractual commitment, understanding or obligation which involves aggregate payments or receipts in excess of $2,000 that cannot be canceled on 30 days or less notice without penalty or premium or any continuing obligation or liability; 4.9.2 contractual obligation or contractual liability of any kind to the Purchaser which will not be canceled on or prior to the Closing except as otherwise provided by this Agreement; 4.9.3 contract, arrangement, commitment or understanding with its customers or any officer, employee, stockholder, director, representative or agent thereof for the repurchase of products, sharing of fees, the rebating of charges to such customers, bribes, kickbacks from such customers or other similar arrangements; 4.9.4 contract for the purchase or sale of any materials, products or supplies or for any services, which commits or will commit it for a fixed term; 4.9.5 contract of employment with any employee not terminable at will without penalty or premium or any continuing obligation or liability, except as otherwise provided by this Agreement; 4.9.6 deferred compensation, bonus or incentive plan or agreement not canceled at will without penalty or premium or any continuing obligation or liability which will not be canceled on or prior to the Closing; 4.9.7 management or consulting agreement not terminable at will without penalty or premium or any continuing obligation or liability which the Purchaser and each such individual agree to cancel on the Closing Date; 4.9.8 lease for real or personal property (including borrowings thereon) license or royalty agreements; 4.9.9 union or other collective bargaining agreement; 4.9.10 agreement, commitment or understanding relating to indebtedness for borrowed money;
Agreements and Obligations. 12 2.20 Insurance.........................................................................13 2.21
Agreements and Obligations. Except as set forth in the Company Schedules or Schedule 4.14, and except for agreements, arrangements and contracts which are filed as exhibits to the Company Securities Reports (as hereinafter defined) (the "SEC Exhibits"), neither the Company nor any of its Subsidiaries is a party to nor is it or its assets bound by any Listed Agreement. For purposes of this Agreement, "Listed Agreement" means the following:
Agreements and Obligations. Sellers will have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by them on or prior to the Closing.
Agreements and Obligations. Buyer and Parent will have performed and complied in all material respects with all agreements and obligations required by this Agreement to be performed or complied with by it on or prior to the Closing.
Agreements and Obligations. Except as set forth on Schedule 4.14 attached hereto, each of the Companies has performed all obligations required to be performed by it to the date hereof under all material agreements to which it is a party or by which it is bound, is not in default under any such agreement which would permit any other party to terminate or would give rise to a claim for damages by any other party, and none of Sellers knows of any default or alleged default thereunder by any other party or of any event which, with the giving of notice or the passage of time, or both, would become such a default by any of the Companies which would permit any other party to terminate or would give rise to a claim for material damages against the defaulting party or such other party. All such agreements are valid and in full force and effect and, to the best knowledge of Sellers, none of such agreements is subject to rescission or reformation and there are no circumstances or writings extrinsic to any of such agreements that would materially modify any of their terms, prevent their assignment or create a Lien on any of the Companies or any of its properties. Without limiting the generality of the foregoing, except as contemplated hereby or as set forth herein or in Schedule 4.14, none of the Companies is a party to or bound by any written or oral (a) material contract, commitment or arrangement that cannot by its terms be cancelled on notice of thirty days or less, (b) contractual obligation or liability of any kind to holders of its securities as such, (c) contracts or arrangements with its customers for the sharing of their fees, the rebating of charges to such customers or other similar arrangements, (d) contract for the purchase or sale of any materials, products or supplies, which contains any escalator, renegotiation or redetermination clause, (e) lease material to it for real or personal property, (f) union or other collective bargaining agreement, (g) contract, accepted order or commitment for the purchase of materials, products, supplies or equipment having a total contract price in excess of $10,000, (h) agreement or instrument evidencing or relating to indebtedness for borrowed money or creating any Lien on any property owned or used by any of the Companies, (i) contract which by its terms requires the consent of any party other than any of the Companies to the consummation of the transactions contemplated hereby, (j) contract containing covenants limiting the freedom of any of t...
