Business Contracts. (a) Section 4.10(a) of the Disclosure Schedule contains a list of the following Contracts (whether written or oral and including all amendments thereto) to which the Company is a party or by which the Company or any of the assets or properties of the Company are bound as of the Execution Date, (each, a “Business Contract” and, collectively, the “Business Contracts”): (i) leases relating to all Leased Real Property; (ii) capital or operating leases or conditional sales agreements relating to any assets or properties of the Company; (iii) employment, consulting, separation, collective bargaining or other labor agreements including Contracts (1) to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements for the purchase of inventory, other materials, services or real or personal property; (v) agreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements or royalty agreements, whether the Company is the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder (excluding credit provided by the Company in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department thereof; (xvii) Contracts with a Related Party; and (xviii) all other Contracts necessary for the operation of the Business as it is currently conducted. (b) The Company has made available to the Purchaser and its agents and Representatives a copy of each written Business Contract. Each Business Contract is, in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with the respective terms thereof and, to the knowledge of the Company, represent a valid, binding and enforceable obligation of each of the other parties thereto, subject to the Enforceability Exceptions. There exists no material breach or material default (or event that with notice or the lapse of time, or both, would constitute a material breach or material default) on the part of the Company or, to the knowledge of the Company, on the part of any other party under any Business Contract. The Company has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its material obligations under each Business Contract.
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Business Contracts. (a) Section 4.10(aSchedule 3.15(a) sets forth a correct and complete list as of the Disclosure Schedule contains a list date hereof of the following Contracts (whether written or oral and including all amendments thereto) to which the Company is a party party, or by which the Company Company, any property thereof or any of the assets or properties of the Company are bound as of the Execution Date, Transferred Assets and Liabilities is subject (each, a “Business Contract” and, collectively, the “Business Contracts”): ) (other than the Company Benefit Plans set forth on Schedule 3.15(a)):
(i) leases relating to all Leased Real Property; Contracts (excluding work orders and purchase orders) with any Material Customer;
(ii) capital or operating leases or conditional sales agreements relating to all Contracts (excluding work orders and purchase orders) with any assets or properties of the Company; Material Supplier;
(iii) employment, consulting, separation, collective bargaining any Contract for the employment of any employee or with respect to the equity or incentive cash compensation of any employee employed by the Business that is not terminable at-will without severance or other labor agreements including post-employment payments (other than standard employee confidentiality or non-disclosure agreements);
(iv) all bonds, debentures, notes, loans, credit or loan Contracts (1) to employ or terminate executive officers loan commitments, mortgages, indentures, guarantees or other personnel and other contracts with present Contracts relating to the borrowing of money, the provision of credit support, or former officers the granting of a Lien on any of the properties or directors assets of the Company or the Transferred Assets;
(2v) all leases or licenses involving any assets (whether real, personal or mixed, tangible or intangible) involving a contractually obligated payment of more than $1,000,000 individually by the Business on an annual basis (other than the Leases or licenses of Intellectual Property);
(vi) all Contracts that will result in the provide for a payment byor benefit, or accelerated vesting, upon the creation execution of any Liability to pay on behalf of Purchaser this Agreement or the Company any severance, termination, “golden parachute,” Closing or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of in connection with the transactions contemplated by this Agreement; ;
(ivvii) agreements all collective bargaining agreements;
(viii) all joint venture or partnership Contracts, cooperative Contracts and all other Contracts providing for the purchase sharing of inventory, other materials, services any profits;
(ix) all Contracts restricting the Business from engaging in or real or personal property; competing with any business activity in any geographic area;
(vx) agreements under all Contracts by which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements or royalty agreements, whether the Company is the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by Seller licenses Intellectual Property from or to any Person that individually involve contractually obligated payments to or from the Company Business in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 500,000 on an annual basis, actual excluding any (i) Contracts licensing generally available mass market software under a click-wrap or potential, after the Execution Dateshrink-wrap license or subscription service; (xiiii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agencynon-exclusive, advertising representative or advertising or public relations contract which is not terminable end user licenses granted by the Company without penalty on 30 days’ notice or less (xiv) promissory notes, loans, agreements, indentures, evidences Seller to customers of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder (excluding credit provided by the Company Business in the ordinary course of business to purchasers of its products and obligations to pay vendors Ordinary Course; (iii) confidentiality Contracts entered into in the ordinary course of business and consistent with past practice)Ordinary Course; (xviv) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department thereof; (xvii) Contracts with a Related Partyopen source software licenses; and (xviiiv) commercial Contracts to the extent including ancillary licenses to use a third Person’s Trademarks or feedback;
(xi) all other Contracts necessary for agreements that contain any restrictive covenant restricting the Company concerning the operation of the Business as it is currently conductedBusiness, the solicitation of customers, or the solicitation or hiring of employees;
(xii) all Intercompany Arrangement Agreements; and
(xiii) all agreements with ongoing indemnity obligations or rights other than customary indemnities in commercial agreements entered into in the Ordinary Course.
(b) The Company has made available to the Purchaser and its agents and Representatives a copy of each written All Business Contract. Each Business Contract is, Contracts are in full force and effect and, assuming the due authorization, execution and represents a validdelivery by any other party thereto, binding and are currently enforceable obligation against the Company or one of its Affiliates, as applicable, and, to the Knowledge of Seller, as of the Company Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the respective express terms thereof and, to the knowledge of the Company, represent a valid, binding and enforceable obligation of each of the other parties theretothereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, except for such failures, individually or in the Enforceability Exceptionsaggregate, that would not reasonably be expected to be material to the Business. There exists no material breach does not exist under any Business Contract any event of default, event or material default condition (or event that with including the execution of this Agreement and the Closing of the transactions contemplated hereby) that, after notice or the lapse of time, time or both, would constitute a material violation, breach or material default) event of default thereunder on the part of the Company oror the Business, to the knowledge of the Company, except as set forth on the part of any other party under any Business Contract. The Company has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its material obligations under each Business ContractSchedule 3.15(b).
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Business Contracts. (a) Section 4.10(aSchedule 2.14(a) of the Disclosure Schedule contains a list of the following Contracts lists each agreement (whether written or oral and including all amendments and supplements thereto) of the Business pursuant to which Seller is obligated to provide retained search services, including all ongoing customer contracts, purchase orders and statements of work (collectively, the Company “Customer Contracts”). Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in a default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both).
(b) Schedule 2.14(b) lists the following agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or beneficiary or by which Seller (in respect of the Company Business) or any of the assets Assets is bound or properties of otherwise obligated, which is not listed in Schedule 2.14(a) (collectively with the Company are bound as of the Execution Date, (each, a “Business Contract” and, collectivelyagreements listed in Schedule 2.14(a), the “Business Contracts”): (i) leases relating to all Leased Real Propertyreal estate leases; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehicles, equipment or other Assets; (iv) agreements pursuant to which Seller is entitled or obligated to either acquire any assets from, or properties of the Companysell any assets to, a third Person; (iiiv) insurance policies; (vi) employment, consulting, noncompetition, separation, collective bargaining bargaining, union or other labor agreements including Contracts (1) to employ or terminate executive officers or other personnel arrangements; and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements for the purchase of inventory, other materials, services or real or personal property; (v) agreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements or royalty agreements, whether the Company to which Seller is the licensor or licensee thereunder; (viii) confidentiality a party and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under to which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guaranteesSelling Person, or other instruments relating to an obligation to pay moneyany director, whether the Company shall be the borrowermanager or officer of Seller, lender or guarantor thereunder (excluding credit provided by the Company in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom any immediate family member of the Company Selling Person or any officer, director, employee or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department thereof; (xvii) Contracts with foregoing is also a Related Party; and (xviii) all other Contracts necessary for the operation of the Business as it is currently conductedparty.
(bc) The Company Seller has made available delivered to the Purchaser Buyer a true, correct and its agents and Representatives a complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Each Assuming the due authorization, execution and delivery by each other party thereto, each Business Contract isis valid, binding and in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the respective terms thereof and, to the knowledge enforcement of the Company, represent a valid, binding creditors’ rights generally and enforceable obligation of each of the other parties thereto, subject to the Enforceability Exceptionsgeneral principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). There Seller has performed its obligations under each Business Contract in all material respects, and there exists no material breach or material default (or event that with notice or the lapse of time, or both, time would constitute a material breach or material default) on the part of the Company Seller or, to the knowledge Knowledge of the CompanySeller, on the part of any other party Person under any Business Contract. The Company There has fulfilledbeen no notice of termination or notice of default or, or taken all action necessary to enable it the Knowledge of Seller, any threatened termination of any Business Contract. To the Knowledge of Seller, no party to fulfill when due, all any Business Contract has provided notice of its material obligations under each intent to reduce its relationship with the Business Contractas a result of or in connection with the acquisition contemplated by this Agreement.
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Business Contracts. (a) Section 4.10(aSchedule 1.1(d) of the Disclosure Schedule contains a list of the following Contracts lists each agreement (whether written or oral and including all amendments and supplements thereto) relating to the Business to which the Company Seller is a party or beneficiary or by which Seller (in respect of the Company Business) or any of the assets Assets is bound or properties otherwise obligated with respect to providing staffing services, including all customer contracts, purchase orders and statements of work (collectively, the “Customer Contracts”). Each Customer Contract represents the entire agreement between Seller and the other party or parties thereto. Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding on Seller, and to Seller’s Knowledge, the counterparties thereto, in accordance with its terms following the Closing Date, and the closing of the Company are bound as transactions contemplated hereby will not result in an actual or potential default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both).
(b) Schedule 2.14(b) lists the following agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or beneficiary or by which Seller (in respect of the Execution DateBusiness) or any of the Assets is bound or otherwise obligated, which is not listed in Schedules 1.1(d) (each, a “Business Contract” and, collectivelycollectively with the agreements and policies listed in Schedule 1.1(d), the “Business Contracts”): (i) leases relating to all Leased Real Propertyreal estate leases; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehicles, equipment or other Assets; (iv) agreements pursuant to which Seller is entitled or obligated to either acquire any assets from, or properties of the Companysell any assets to, a third Person; (iiiv) insurance policies; (vi) employment, consulting, noncompetition, separation, collective bargaining bargaining, union or other labor agreements including Contracts (1) to employ or terminate executive officers or other personnel arrangements; and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements for the purchase of inventory, other materials, services or real or personal property; (v) agreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements with or royalty agreements, whether for the Company is benefit of the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guaranteesSelling Persons, or other instruments relating to an obligation to pay moneyany director, whether the Company shall be the borrowermanager, lender officer or guarantor thereunder (excluding credit provided by the Company employee of Seller employed in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom of the Company Business, or any officer, director, employee Affiliate or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department immediate family member thereof; (xvii) Contracts with a Related Party; and (xviii) all other Contracts necessary for the operation of the Business as it is currently conducted.
(bc) The Company Seller has made available delivered to the Purchaser Buyer a true, correct and its agents and Representatives a complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Each Business Contract isis valid, binding and in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar 101572953.9 22 Laws affecting the respective terms thereof and, to the knowledge enforcement of the Company, represent a valid, binding creditors’ rights generally and enforceable obligation of each of the other parties thereto, subject to the Enforceability Exceptionsgeneral principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). There Seller has performed all of its obligations under each Business Contract, and there exists no material breach or material default (or event that with notice or the lapse of time, or both, time would constitute a material breach or material default) on the part of the Company Seller or, to the knowledge Knowledge of the CompanySeller, on the part of any other party Person under any Business Contract. The Company There has fulfilledbeen no termination or notice of default or, or taken all action necessary to enable it to fulfill when duethe Knowledge of Seller, all of its material obligations any threatened termination under each any Business Contract. To the Knowledge of Seller, no party to any Business Contract intends to alter its relationship with the Business as a result of or in connection with the acquisition contemplated by this Agreement.
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Business Contracts. (a) Section 4.10(a) of the Disclosure Schedule contains a list of the following Contracts (whether written or oral and including all amendments thereto) to which the Company is a party or by which the Company or any of the assets or properties of the Company are bound as of the Execution Date, (each, a “"Business Contract” " and, collectively, the “"Business Contracts”"): (i) leases relating to all Leased Real Property; (ii) capital or operating leases or conditional sales agreements relating to any assets or properties of the Company; (iii) employment, consulting, separation, collective bargaining or other labor agreements including Contracts (1) to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “"golden parachute,” " or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements for the purchase of inventory, other materials, services or real or personal property; (v) agreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements or royalty agreements, whether the Company is the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ ' notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder (excluding credit provided by the Company in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department thereof; (xvii) Contracts with a Related Party; and (xviii) all other Contracts necessary for the operation of the Business as it is currently conducted.
(b) The Company has made available to the Purchaser and its agents and Representatives a copy of each written Business Contract. Each Business Contract is, in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with the respective terms thereof and, to the knowledge of the Company, represent a valid, binding and enforceable obligation of each of the other parties thereto, subject to the Enforceability Exceptions. There exists no material breach or material default (or event that with notice or the lapse of time, or both, would constitute a material breach or material default) on the part of the Company or, to the knowledge of the Company, on the part of any other party under any Business Contract. The Company has fulfilled, or taken all action necessary to enable it to fulfill when due, all of its material obligations under each Business Contract.
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