Bankruptcy Qualification Sample Clauses

Bankruptcy Qualification. Each representation or warranty made in or pursuant to this Agreement regarding the enforceability of any Contract shall be qualified to the extent that such enforceability may be effected by bankruptcy, insolvency and other similar Laws or equitable principles (but not those concerning fraudulent conveyance) generally affecting creditors' rights and remedies.
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Bankruptcy Qualification. 54 9.14 Construction................................................................................ 54 EXECUTION VERSION EXHIBITS Exhibit A -- Definitions Exhibit B -- List of Persons Entering into Tender and Voting Agreement Exhibit C -- List of Consents Annex I -- Conditions of the Offer EXECUTION VERSION AGREEMENT AND PLAN OF MERGER PARTIES: AFFILIATED COMPUTER SERVICES, INC., a Delaware corporation ("PARENT") 0000 Xxxxx Xxxxxxx Xxxxxx Dallas, Texas 75204 ACS MERGER CORP., a Delaware corporation ("ACQUISITION SUB") 0000 Xxxxx Xxxxxxx Xxxxxx Dallas, Texas 75204 SUPERIOR CONSULTANT HOLDINGS CORPORATION, a Delaware corporation (the "COMPANY") 0000 Xxxx Xxxx Xxxxx Xxxxxxxx, Xxxxxxxx 00000 DATE: December 17, 2004 BACKGROUND
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Bankruptcy Qualification. 48 9.15 Construction.......................................................................................48
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Bankruptcy Qualification. 43 12.21 Construction....................................................43 AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION PARTIES: XXXXXXXXXX.XXX, INC. a Pennsylvania corporation ("HealthAxis") 0000 XxXxxx Xxxx Xxxx Xxxxxxxx, XX 00000 HEALTHAXIS INC. (F/K/A PROVIDENT AMERICAN CORPORATION) a Pennsylvania corporation ("HAI") 0000 XxXxxx Xxxx Xxxx Xxxxxxxx, XX 00000 HEALTHAXIS ACQUISITION CORP. a Pennsylvania corporation ("Newco") 0000 XxXxxx Xxxx Xxxx Xxxxxxxx, XX 00000 DATE: As of September 28, 2000 BACKGROUND: The parties previously executed and delivered an Agreement and Plan of Reorganization, dated January 26, 2000, and Amendment No. 1 thereto, dated March 27, 2000 (as so amended, the "Original Agreement"), which Original Agreement contemplated that HealthAxis be merged with and into Newco (the "Merger") on the terms and subject to the conditions set forth therein and the Agreement and Plan of Merger dated as of January 26, 2000 and designated as Exhibit A thereto (the "Original Plan"). Subsequent to the execution and delivery of the Original Agreement, Provident American Corporation changed its name to HealthAxis Inc. The parties hereto intend to amend and restate in its entirety the terms of the Original Agreement and the Original Plan, as herein provided (this "Agreement") and as set forth in the Amended and Restated Agreement and Plan of Merger dated as of the date hereof and attached hereto as Exhibit A (the "Plan"). As further provided in this Agreement and in the Plan attached hereto, each share of common stock, no par value per share, of HealthAxis ("HealthAxis Common Stock") issued and outstanding immediately before the Effective Date (except for Dissenting Shares, as defined in Section 14 of the Plan) shall, by virtue of the Merger and without any action on the part of the holder thereof, be automatically converted into the right to receive 1.334 shares (the "Exchange Ratio") of common stock of HAI, $0.10 par value per share ("HAI Common Stock"). The parties intend that the Merger: (i) qualify as a tax -free reorganization within the meaning of Section 368 of the Code, and (ii) be accounted for as a purchase by HAI for financial accounting purposes. The Nonconflicted Directors (as defined herein) and the remainder of the Board of Directors of HealthAxis have unanimously determined that the Merger and the other transactions contemplated by this Agreement and the Plan (collectively, the "Transactions") are in the best interests of He...
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Bankruptcy Qualification. 44 12.21 Construction...................................................................................44 AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION PARTIES: XXXXXXXXXX.XXX, INC. a Pennsylvania corporation ("HealthAxis") 0000 XxXxxx Xxxx Xxxx Xxxxxxxx, XX 00000 HEALTHAXIS INC. (F/K/A PROVIDENT AMERICAN CORPORATION) a Pennsylvania corporation ("HAI") 0000 XxXxxx Xxxx Xxxx Xxxxxxxx, XX 00000 HEALTHAXIS ACQUISITION CORP. a Pennsylvania corporation ("Newco") 0000 XxXxxx Xxxx Xxxx Xxxxxxxx, XX 00000 DATE: As of October 26, 2000 BACKGROUND: The parties previously executed and delivered an Agreement and Plan of Reorganization, dated January 26, 2000, and Amendment No. 1 thereto, dated March 27, 2000 (as so amended, the "Original Agreement"), which Original Agreement contemplated that HealthAxis be merged with and into Newco (the "Merger") on the terms and subject to the conditions set forth therein and the Agreement and Plan of Merger dated as of January 26, 2000 and designated as Exhibit A thereto (the "Original Plan").
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Bankruptcy Qualification. 45 9.15 Construction.......................................................................................45 EXHIBITS Exhibit A -- Definitions Exhibit B -- List of Persons Entering into Tender and Voting Agreement Annex I -- Conditions of the Offer COMPANY DISCLOSURE LETTER Section 3.1 -- Organization Section 3.2 -- Capital Stock and Ownership Section 3.5 -- SEC Filings Section 3.6 -- Assets Section 3.7 -- Obligations Section 3.8 -- Operations Since September 30, 2002 Section 3.10 -- Real Property Section 3.11 -- Environmental Section 3.12 -- Software and Other Intangibles Section 3.15 -- Employee Benefit Plans Section 3.17 -- Taxes Section 3.18 -- Proceedings and Judgments Section 3.19 -- Insurance Section 3.21 -- Related Party and Affiliate Transactions Section 3.25 -- Non-Contravention; Consents Section 5.2(b) -- Operation of the Company's Business During the Pre-Closing Period Section 6.3(b) -- Assumed Option Exchange Ratio AGREEMENT AND PLAN OF MERGER
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Bankruptcy Qualification. 64 14.20 Neutral Construction.................................................................................64 EXHIBIT 2.5.1(b)(i) Form of Seller's Assumption Agreement EXHIBIT 2.5.1(b)(ii) Form of Excluded Liabilities Escrow Agreement EXHIBIT 3.17 Forms of Advisor's Agreements EXHIBIT 3.19(a) Form of Advisory Agreement EXHIBIT 3.19(b) Form of Brokerage Agreement EXHIBIT 5.4(a) Form of Parent's Circular to Shareholders EXHIBIT 5.4(b) Form of Parent's Information Statement on Schedule 14C EXHIBIT 5.5(b) Berkeley Assignment Fee Schedule EXHIBIT 5.5(d)(i) Form of Advisory Client Notification and Consent Letter (Discretionary Accounts) EXHIBIT 5.5(d)(ii) Form of Advisory Client Notification and Consent Letter (other Advisory Clients) EXHIBIT 7.2.10 Form of Seller's Legal Opinion EXHIBIT 7.2.14 Form of Holdback Escrow Agreement EXHIBIT 7.3.6 Form of Guarantee SCHEDULES Schedule 3.1 Organization Schedule 3.2 Authority/Non-Contravention/Consents. SCHEDULE 3.3 Capital Stock and Ownership Schedule 3.4(b) Corporate Records SCHEDULE 3.4(c) Financial Records Schedule 3.5 Compliance with Laws; Permits. Schedule 3.6 Financial Statements Schedule 3.7(a) Assets SCHEDULE 3.7(b) Tangible Property and Capitalized Software SCHEDULE 3.7(d) Other Assets Schedule 3.8 Obligations Schedule 3.9 Operations Since the Latest Balance Sheet Date Schedule 3.11 Tangible Property SCHEDULE 3.12 Real Property Schedule 3.14(a) Owned Seller Software SCHEDULE 3.14(b) Intellectual Property Rights SCHEDULE 3.14(c) Title to Software and LPAS Intellectual Property SCHEDULE 3.14(h) Source Code Escrow Arrangements SCHEDULE 3.14(f) Uses of Owned Seller Software or Owned Intellectual Property SCHEDULE 3.14(i) Enforceability of Contracts relating to Software or Intellectual Property Rights SCHEDULE 3.14(j) Owned Seller Software SCHEDULE 3.14(k) Unauthorized Access to Software SCHEDULE 3.14(l) Domain Names SCHEDULE 3.14(n) Databases SCHEDULE 3.14(p) Linking SCHEDULE 3.14(q) Integrity and Confidentiality of Software SCHEDULE 3.15 Contracts Schedule 3.16(a) LP Securities Registrations SCHEDULE 3.16(b) LPAS Registrations SCHEDULE 3.17 Employees , Sales Representatives and Independent Contractors SCHEDULE 3.18 Employee Benefit Plans SCHEDULE 3.19(a) Advisory Clients of LPAS SCHEDULE 3.19(b) Brokerage Clients of LP Securities Schedule 3.19(c) Institutional Clients and Prospects SCHEDULE 3.19(d) Customer Complaints SCHEDULE 3.19(e) Limited Source Suppliers Schedule 3.20 Tax Returns Schedule 3.21 Proceedings ...
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Bankruptcy Qualification. 46 12.18 COOPERATION...............................................46 12.19
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Related to Bankruptcy Qualification

  • Tax Qualification Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service and nothing has occurred since the date of the last such determination which resulted or is likely to result in the revocation of such determination.

  • Existence; Qualification The Borrowers will at all times preserve and keep in full force and effect their existence as a limited partnership, limited liability company, or corporation, as the case may be, and all rights and franchises material to its business, including their qualification to do business in each state where it is required by law to so qualify. Without limitation of the foregoing, each Borrower and, to the extent required by applicable law, General Partner and Member, shall at all times be qualified to do business in each of the states where the Properties are located.

  • FCC Qualifications Section 7.04

  • Regulation D Qualification Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

  • Foreign Qualification Prior to the Company’s conducting business in any jurisdiction other than Delaware, the Majority Members shall cause the Company to comply, to the extent procedures are available and those matters are reasonably within the control of the Majority Members, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction.

  • Due Qualification The Servicer is duly qualified to do business as a foreign corporation, is in good standing and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by this Agreement) requires or shall require such qualification;

  • Existence, Qualification, Etc Except as otherwise expressly permitted under Section 8.7, do or cause to be done all things necessary to preserve and keep in full force and effect its existence and all material rights and franchises, and maintain its license or qualification to do business as a foreign corporation and good standing in each jurisdiction in which its ownership or lease of property or the nature of its business makes such license or qualification necessary;

  • Foreign Qualifications Each of the Company and its subsidiaries is duly qualified as a foreign entity to transact business and is each in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to be so qualified would not singularly, or in the aggregate, in the reasonable judgment of the Company, be expected to result in a Material Adverse Effect.

  • Organization; Qualification The Company is a corporation duly organized and validly existing under the laws of the State of Delaware and is in good standing under such laws. The Company has all requisite corporate power and authority to own, lease and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in each jurisdiction in which the ownership of its property or the nature of its business requires such qualification, except where failure to so qualify would not have a material adverse effect on the Company.

  • Existence, Qualification and Power Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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