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. 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. Except as listed on Schedule 5.14 hereto (collectively the "ECI Listed Agreements"), neither ECI nor any Material ECI 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, (i) which provides for aggregate payments to or by ECI and/or any Material ECI Subsidiary (which, in the case of sales of products by ECI or a Material ECI Subsidiary, shall be interpreted only as including unpaid debts or open commitments) in an amount equal to or greater than U.S.$ 8,000,000, or which is otherwise material to ECI and the ECI subsidiaries taken as a whole; (ii) containing covenants limiting the freedom of ECI or any Material ECI 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 ECI or any Material ECI Subsidiary of royalties in excess of U.S. $1,500,000 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 ECI'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 ECI or any Material ECI Subsidiary or consulting agreements requiring annual payments in excess of U.S. $1,250,000 (the ECI Listed Agreements required to be listed by this clause (v) shall be listed in a Side Letter re ECI Listed Agreements which is provided by ECI to TTL 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 5.14); (vi) relating to the acquisition or sale (or the option therefor) by ECI or any Material ECI Subsidiary of any operating business or division since January 1, 1995; or (vii) relating to voting agreement or shareholders' agreement, with respect to any Material ECI Subsidiary or ECI. Except as set forth in Schedule 5.14 hereto under the heading "Transfer Sensitive Agreement", neither ECI nor any Material ECI Subsidiary is a party to, or bound by, any contract, lease, agreement, plan, policy, indenture, license, understanding or arrangement, of any kind whatsoever, whe...
Agreements and Obligations. 32 5.15 Permits .................................................33 5.16
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. 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
Agreements and Obligations. 12 2.20 Insurance.........................................................................13 2.21
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. Each respective representation, warranty and agreement of any of the Issuer, the Borrower or the Underwriters shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Issuer, the Borrower or the Underwriters and shall survive the Closing. The obligations of the Issuer under Section 11 of this Purchase Agreement, and the obligations of the Borrower and the Underwriters under Sections 11 and 12 of this Purchase Agreement, shall survive any termination of this Purchase Agreement pursuant to its terms.
