Common use of Certain Business Matters Clause in Contracts

Certain Business Matters. Except as is set forth in Schedule 3.22, (a) Roxy Systems is not a party to or bound by any publishing, distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale or distribution of any of the products and services of the Business, (b) Roxy Systems has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (c) there are no pending or, to the best knowledge of the Stockholder, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there are no organizing activities, in respect of any of the employees of Roxy Systems, (d) the product and service warranties given by Roxy Systems or by which it is bound (complete and correct copies or descriptions of which have heretofore been delivered by Roxy Systems to Frontline) entail no greater obligations than are customary in the Business, (e) neither Roxy Systems nor the Stockholder is a party to or bound by any agreement which limits its or his, as the case may be, freedom to compete in any line of business or with any person, or which is otherwise materially burdensome to Roxy Systems or the Stockholder, and (f) Roxy Systems is not a party to or bound by any agreement in which any officer, director or stockholder of Roxy Systems (or any affiliate of any such person) has, or had when made, a direct or indirect material interest.

Appears in 1 contract

Samples: Asset Purchase Agreement (Frontline Communication Corp)

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Certain Business Matters. Except as is set forth in Schedule 3.22, (a) Roxy Systems WOWFactor is not a party to or bound by any publishing, distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale or distribution of any of the products and services of the Business, (b) Roxy Systems WOWFactor has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (c) there are no pending or, to the best knowledge of the StockholderStockholders, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there are no organizing activities, in respect of any of the employees of Roxy SystemsWOWFactor, (d) the product and service warranties given by Roxy Systems WOWFactor or by which it is bound (complete and correct copies or descriptions of which have heretofore been delivered by Roxy Systems WOWFactor to Frontline) entail no greater obligations than are customary in the Business, (e) neither Roxy Systems WOWFactor nor the Stockholder Stockholders is a party to or bound by any agreement which limits its or his, as the case may be, freedom to compete in any line of business or with any person, or which is otherwise materially burdensome to Roxy Systems WOWFactor or the StockholderStockholders, and (f) Roxy Systems WOWFactor is not a party to or bound by any agreement in which any officer, director or stockholder of Roxy Systems WOWFactor (or any affiliate of any such person) has, or had when made, a direct or indirect material interest.

Appears in 1 contract

Samples: Stock Purchase Agreement (Frontline Communication Corp)

Certain Business Matters. Except as is set forth in Schedule 3.222.24, (a) Roxy Systems Talonsoft is not a party to or bound by any development, publishing, distributorship, dealership, sales agency, franchise or similar agreement which relates to the development, sale or distribution of any of the products and services of the Business, (b) Roxy Systems Talonsoft has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (c) there are no pending or, to the best knowledge of Talonsoft and the StockholderShareholders, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there are no organizing activities, in respect of any of the employees of Roxy SystemsTalonsoft, (d) the product and service warranties given by Roxy Systems Talonsoft or by which it is bound (complete and correct copies or descriptions of which have heretofore been delivered by Roxy Systems Talonsoft to FrontlineTTIS) entail no greater obligations than are customary in the Business, (e) neither Roxy Systems Talonsoft nor the Stockholder Shareholders is a party to or bound by any agreement which limits its or his, as the case may be, freedom to compete in any line of business or with any person, or which is otherwise materially burdensome to Roxy Systems Talonsoft or the StockholderShareholders, and (f) Roxy Systems Talonsoft is not a party to or bound by any agreement in which any officer, director or stockholder of Roxy Systems Talonsoft (or any affiliate of any such person) has, or had when made, a direct or indirect material interest. Talonsoft has not granted any overlapping or conflicting rights to third parties with respect to any of its agreements.

Appears in 1 contract

Samples: Merger Agreement (Take Two Interactive Software Inc)

Certain Business Matters. Except as is set forth in Schedule 3.222.23, (a) Roxy Systems Inventory is not a party to or bound by any publishing, distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale or distribution of any of the products and services of the Business, (b) Roxy Systems Inventory has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (c) there are no pending or, to the best knowledge of the StockholderShareholders, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there are no organizing activities, in respect of any of the employees of Roxy SystemsInventory, (d) the product and service warranties given by Roxy Systems Inventory or by which it is bound (complete and correct copies or descriptions of which have heretofore been delivered by Roxy Systems Inventory to FrontlineTTIS) entail no greater obligations than are customary in the Business, (e) neither Roxy Systems Inventory nor the Stockholder Shareholders is a party to or bound by any agreement which limits its or his, as the case may be, freedom to compete in any line of business or with any person, or which is otherwise materially burdensome to Roxy Systems Inventory or the StockholderShareholders, and (f) Roxy Systems Inventory is not a party to or bound by any agreement in which any officer, director or stockholder of Roxy Systems Inventory (or any affiliate of any such person) has, or had when made, a direct or indirect material interest.

Appears in 1 contract

Samples: Merger Agreement (Take Two Interactive Software Inc)

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Certain Business Matters. Except as is set forth in Schedule 3.222.24, (a) Roxy Systems JAG is not a party to or bound by any publishing, distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale or distribution of any of the products and services of the Business, (b) Roxy Systems JAG has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (c) there are no pending or, to the best knowledge of JAG and the StockholderShareholders, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there are no organizing activities, in respect of any of the employees of Roxy SystemsJAG, (d) the product and service warranties given by Roxy Systems JAG or by which it is bound (complete and correct copies or descriptions of which have heretofore been delivered by Roxy Systems JAG to FrontlineTTIS) entail no greater obligations than are customary in the Business, (e) neither Roxy Systems JAG nor the Stockholder Shareholders is a party to or bound by any agreement which limits its or his, as the case may be, freedom to compete in any line of business or with any person, or which is otherwise materially burdensome to Roxy Systems JAG or the StockholderShareholders, and (f) Roxy Systems JAG is not a party to or bound by any agreement in which any officer, director or stockholder of Roxy Systems JAG (or any affiliate of any such person) has, or had when made, a direct or indirect material interest.

Appears in 1 contract

Samples: Merger Agreement (Take Two Interactive Software Inc)

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