Business Agreements. The Company shall have entered into the Business Agreements and shall have timely performed the obligations on its part to be performed under the Alliance Agreement prior to the Closing in all material respects.
Business Agreements. All contractual relationships between the parties giving rise to an obligation of Originator to pay Beneficiary, designated in Appendix ss.1.4.
Business Agreements. Section 2.20 of the Disclosure Letter sets forth a correct and complete list of all Business Agreements. The Seller Parties have delivered to the Buyer accurate and complete copies of each Business Agreement, and each such Business Agreement (i) is in full force and effect, (ii) constitutes a legal, valid and binding obligation of Seller and (iii) is enforceable against Seller and, to the best of the Seller Parties' knowledge, the other parties thereto, in accordance with its terms. Seller is in compliance with each such Business Agreement in all material respects. To the Seller Parties' knowledge, all other parties to the such Business Agreements are in compliance with the terms thereof in all material respects. Except as otherwise disclosed in Section 2.20 of the Disclosure Letter: (i) each Business Agreement may be assigned to the Buyer without the consent of any other Person; (ii) neither Seller nor, to the Seller Parties' knowledge, any other Person thereto has, violated or breached, or declared or committed any default under, any Business Agreement; (iii) no event has occurred, and no circumstance or condition exists, that might (with or without notice or lapse of time) (A) result in a violation or breach of any of the provisions of any Business Agreement by Seller nor, to the knowledge of the Seller Parties', any other Person thereto, (B) give to Seller nor, to the knowledge of the Seller Parties, any other Person thereto the right to declare or exercise any remedy under any Business Agreement, (C) give to Seller, nor to the knowledge of the Seller Parties, any other Person thereto the right to accelerate the maturity of performance of any Business Agreement, or (D) give to Seller nor, to the knowledge of the Seller Parties, any other Person thereto the right to cancel, terminate or modify any Business Agreement; (iv) none of the Seller Parties has received any notice or other communication (in writing or otherwise) regarding any actual, alleged, possible or potential violation or breach of, or default under, any Business Agreement; and (v) none of the Seller Parties has waived any material right under any Business Agreement. There is no agreement (noncompete or otherwise) or Governmental Order to which any of the Seller Parties or any of their officers, directors or employees is a party or otherwise binding upon any of the Seller Parties or any of their officers, directors or employees that has or reasonably could be expected to have an effect of p...
Business Agreements. The Business Agreements listed on Schedule I hereto constitute valid and binding obligations of Seller and are in full force and effect as of the date of this Agreement and, with the exception of those Business Agreements which will have been completed prior to the Closing Date according to their terms, will on the Closing Date constitute valid and binding obligations of Seller and be in full force and effect. Neither Seller nor any other party to such Business Agreements are in material default under any such agreements.
Business Agreements. 4.1. The Company is party to all contracts and arrangements which are necessary to conduct the Business, including:
Business Agreements a. Each Principal covenants that, from and after the date hereof, the Existing Funds and all other private investment funds, if any, for which the LLC or any Subsidiary serves as a general partner or managing member shall not at any time own or otherwise control in the aggregate more than 5% of any class of voting securities of any Person; provided that WTC agrees to use commercially reasonable efforts to assist the LLC or any Subsidiary in reallocating any shares in order to reduce or maintain its ownership or control under such percentage.
Business Agreements. As used in this Agreement, “Business Agreements” shall have the meaning ascribed to it in the recitals above.
Business Agreements. The Business Agreements relating to NPI and, or the underlying agreements and/or memoranda are listed on Exhibit A hereto and constitute valid and binding obligations of Divestor. These agreements are in full force and effect as of the date of this Agreement and will, as of the Closing Date constitute valid and binding obligations of Divestor and be in full force and effect.
Business Agreements. The agreements (other than trade or barter), if any, relating principally to the operation of the Business (including advertising contracts and personal property leases) if, and only if, listed in Schedule 2.1(f) and the License Agreement (the "Business Agreements").
Business Agreements. (a) Schedule 3.8(a) lists all agreements, contracts, understandings and commitments as of the date indicated thereon for advertising in any Publication of the Business for other than monetary consideration ("Trade Agreements") as of January 31, 1999, and sets forth the parties thereto, the financial value of the advertisements required to be provided from and after the date of such Schedule and the financial value of the goods or services to be received by Seller from and after the date of such Schedule. True and complete copies of all written Trade Agreements in effect as of such date, including all amendments, modifications and supplements thereto, have been delivered to Buyer and each Trade Agreement hereafter entered into prior to Closing shall be promptly delivered to Buyer.
