Bank Accounts/Credit Cards. Set forth on Section 3.24 of the Seller Disclosure Letter is a true, correct and complete list of (i) each bank in which each Success Subject Company has an account or safe deposit box, including the name and account numbers for each such account and a list of the persons authorized to draw upon or have access to each such account; and (ii) the names of all persons to whom credit cards have been issued which may be used to charge to or for the account of any Success Subject Company.
Bank Accounts/Credit Cards. Involve has removed all officers and employees of Involve as signatories to any Involve accounts and replaced them with designees of Kintera, and has terminated any credit cards for which Involve is liable, and has delivered all such credit cards to Kintera. ARTICLE IV
Bank Accounts/Credit Cards. Target and Predecessor have removed all officers and employees of each as signatories to any Target or Predecessor bank and brokerage accounts and replaced them with designees of Acquiror, and has terminated any credit cards listed on Schedule 3.10 of the Disclosure Schedule. Target agrees to deliver all such credit cards to Acquiror the date after Closing.
Bank Accounts/Credit Cards. Schedule 3.23 contains a true, correct and complete list of each bank, savings and loan association, brokerage house or other financial institution with which EVRM has an account, line of credit, safe deposit box, or other relationship, the account numbers thereof, and the names of all persons authorized to withdraw funds or other property from, or otherwise act in connection therewith. Schedule 3.23 contains a true, correct, and complete listing of the name, business address, and residence address of each person who has a credit card which is billed to EVRM. Except as set forth on Schedule 3.23, EVRM has no bank account, brokerage account, line of credit, safe deposit box, or credit card account.
Bank Accounts/Credit Cards. Schedule 4.21 contains a true, correct and complete list of each bank, savings and loan association, brokerage house or other financial institution with which Catapult has an account, line of credit, safe deposit box, or other relationship, the account numbers thereof, and the names of all persons authorized to withdraw funds or other property from, or otherwise act in connection therewith. Schedule 4.21 contains a true, correct, and complete listing of the name, business address, and residence address of each person who has a credit card which is billed to Catapult. Except as set forth on Schedule 4.21, Catapult has no bank account, brokerage account, line of credit, safe deposit box, or credit card account.
Bank Accounts/Credit Cards. Target and Target Sub have removed all officers and employees of each as signatories to any Target or Target Sub accounts and replaced them with designees of Kintera, and has terminated any credit cards for which Target or Target Sub is liable, and has delivered all such credit cards to Kintera. ARTICLE IV
Bank Accounts/Credit Cards. Corporate Accounts; and Powers of Attorney. 3.21 Employee Arrangements. 22 3.22 Employees. 3.23 Absence of Certain Business Practices. CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION 3.24 Affiliated Transactions. 3.25 Import and Export Controls. 3.26 Prior Transactions 3.27 Brokers. 3.28 Disclosure. 3.29 Disclaimer of Other Representations and Warranties 4. REPRESENTATIONS AND WARRANTIES OF THE SELLERS. 4.1 Organization; Good Standing; Power 4.2 Due Authorization; Validity; No Conflicts 4.3 Stock Ownership. 4.4 Governmental Authorizations; Third-Party Consents 4.5 No Competing Interests. 4.6 Adequate Consideration; No Tax Proceeding 4.7 Brokers 5. REPRESENTATIONS AND WARRANTIES OF THE BUYER. 29 5.1 Organization and Power. 5.2 Due Authorization; Validity; No Conflicts. 5.3 Financing 30 5.4 Brokers 30 6. COVENANTS. 6.1 Investigation by the Buyer. 6.2 Carry on in Ordinary Course. 6.3 Exclusive Dealings. 33 6.4 Reasonable Best Efforts 33 6.5 Supplemental Disclosure. 6.6 Compounding Actions 6.7 Tax Certificates 6.8 Licenses and Certifications 34 6.9 Corporate Compliance 6.10 Company Preference Shares 6.11 Records 6.12 Maintenance of Insurance 35 6.13 Resignations; Powers of Attorney 6.14 Payoff of Company Indebtedness 6.15 Termination of Guaranty 6.16 Public Announcements 6.17 Sellers’ Further Assurances 6.18 Buyer’s Further Assurances 7. CERTAIN TAX MATTERS CONFIDENTIAL INFORMATION OMITTED (TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION) ASTERISKS DENOTE SUCH OMMISSION 7.1 Tax Indemnification 7.2 Straddle Period 37 7.3 Tax Periods Ending on or before the Closing Date 37 7.4 Cooperation on Tax Matters. 37 7.5 Certain Taxes 38 7.6 Treatment of Indemnity Payments 38 8. CONDITIONS TO CLOSING. 38 8.1 Conditions to the Buyer’s Obligation to Close 8.2 Conditions to the Sellers’ Obligations to Close 41 9. TERMINATION 42 9.1 Termination 42 9.2 Effects of Termination 10. SURVIVAL; INDEMNIFICATION. 10.1 Survival of Representations, Warranties and Covenants 10.2 Indemnification by the Sellers. 43 10.3 Indemnification by the Buyer 44 10.4 Procedures for Indemnification; Defense 44 10.5 Limitations on Indemnification. 10.6 Indemnification in Case of Strict liability or Indemnitee Negligence 10.7 Right to Offset 10.8 Exclusive Remedy 11. NON-COMPETITION; CONFIDENTIALITY. 11.1 Non-Competition 47 11.2 Non-Solicitation. 48 11.3 Non-Disruption. 48 11.4 Confidentiality. 48 11.5 Remedies upon Breac...
Bank Accounts/Credit Cards. Schedule 3.23 contains a true, correct and complete list of each bank, savings and loan association, brokerage house or other financial institution with which Armitec has an account, line of credit, safe deposit box, or other relationship, the account numbers thereof, and the names of all persons authorized to withdraw funds or other property from, or otherwise act in connection therewith. Schedule 3.23 contains a true, correct, and complete listing of the name,
Bank Accounts/Credit Cards. Schedule 4.21 contains a true, correct and complete list of each bank, savings and loan association, brokerage house or other financial institution with which Armixxx.Xxx xxx an account, line of credit, safe deposit box, or other relationship, the account numbers thereof, and the names of all persons authorized to withdraw funds or other property from, or otherwise act in connection therewith. Schedule 4.21 contains a true, correct, and complete listing of the name, business address, and residence address of each person who has a credit card which is billed to Armixxx.Xxx. Xxcept as set forth on Schedule 4.21, Armixxx.Xxx xxx no bank account, brokerage account, line of credit, safe deposit box, or credit card account.
Bank Accounts/Credit Cards. Schedule 5.21 lists all bank accounts, trust accounts, lock boxes, safe deposit boxes and post office boxes maintained in the name of, controlled by, or for the benefit of the Company and the names of the Persons having access thereto. Seller agrees to sign any and all documents necessary, if requested by Purchaser, to change the names and identities of the Persons having access to said accounts and boxes effective on or after the Closing. There are no credit cards issued to any present or past officer, employee or agent of the Company under which the Company has any current or future liability or obligation.
