Certain Contracts and Commitments. Except for the Outstanding Options and the Outstanding Warrants, the Company is not a party to, or otherwise bound by, nor has the Company ever established, had in effect, obligated to fund or make contributions to any written or oral plan, program or arrangement relating to a pension, profit sharing, retirement savings, thrift, deferred compensation, stock option, stock purchase, group insurance, accident, sickness, medical, dental, disability or other plan providing for deferred or other compensation to employees. Except as set forth in SCHEDULE 4.1(v) attached hereto, the Company is not obligated to fund any vacation pay, severance pay, incentive compensation, consulting agreement, bonus or other employee benefits or fringe benefits either currently or as to any time in the past (including health insurance, life insurance or other benefit plans maintained for retirees or former employees) whether or not such plan, program and arrangement constitute "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and whether or not any such plan, program or arrangement are in the nature of formal or informal understandings. All such plans, programs and arrangements referred to in this Section 4.1(v) are collectively referred to herein as "Benefit Plans".
Certain Contracts and Commitments. (a) All CareFirst Material Contracts are listed on the CareFirst Disclosure Schedule. CareFirst has delivered to Purchaser, or provided Purchaser with the opportunity to review, complete and accurate copies of all of the CareFirst Material Contracts to which it is a party and all amendments thereto. The CareFirst Disclosure Schedule contains an accurate and complete summary description of any CareFirst Material Contract that is not in writing.
(b) Except as set forth in the CareFirst Disclosure Schedule, no CareFirst Company is in default, nor does there exist any event that, with or without notice or lapse of time or both, would constitute a violation, breach or default by any CareFirst Company under any CareFirst Material Contract, and each CareFirst Material Contract is valid, binding and in full force and effect, and to the knowledge of CareFirst, there is no material violation, breach or default by any other party to any CareFirst Material Contract and no other party has notified a CareFirst Company of its intention to cease to perform any services required to be performed by such other party or withhold any payment required to be made by such other party to it thereunder, except to the extent that all such violations, breaches or defaults would not result in a CareFirst Material Adverse Effect.
Certain Contracts and Commitments. (a) Set forth in Schedule 2.7 is a list of: (i) all commitments and agreements for the purchase of any materials or supplies that involve an expenditure by Seller in connection with the Acquired Assets or the Business of more than $5,000 for any one contract or $10,000 in the aggregate; (ii) all personal property leases under which Seller in connection with the Acquired Assets or the Business is either lessor or lessee that involve annual payments or receipts of more than $5,000 for any one lease or $10,000 in the aggregate; (iii) all other orders, leases, commitments, agreements, mortgages, indentures and other agreements and instruments relating to indebtedness for borrowed money to which Seller in connection with the Acquired Assets or the Business is a party or by which it or its properties are bound, that may or will require annual payments by Seller of more than $5,000; (iv) all contracts or agreements binding on Seller in connection with the Business which contain provisions requiring a party thereto or their affiliates not to engage in a business or activity, including, without limitation, non-compete, non-solicitation, confidentiality or other such provisions; (v) all government contracts and all other agreements with customers that involve an annual payment to Seller in connection with the Acquired Assets or the Business of more than $5,000 for any one contract or $10,000 in the aggregate; (vi) all agreements relating to the Intellectual Property (as hereinafter defined); and (vii) all other material written agreements or contracts to which Seller in connection with the Business is party or which are binding on the Business; in all cases with respect to the contracts set forth in clauses (i) through (vii), whether or not such contracts are in writing (the "MATERIAL CONTRACTS").
Certain Contracts and Commitments. Except as set forth on the USAUTO CONTRACTS SCHEDULE, neither USAuto nor any of its Subsidiaries is party to any oral or written (a) collective bargaining agreement or contract with any labor union, (b) bonus, pension, profit sharing, retirement or other form of deferred compensation plan (except as described in SECTION 3.13 or as set forth on the USAUTO EMPLOYEE BENEFITS SCHEDULE), (c) stock purchase, stock option or similar plan, (d) contract for the employment of, or payments upon the severance of, any officer, individual employee or other Person, whether on a full-time or consulting basis, providing annual compensation in excess of $100,000, (e) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of USAuto or any of its Subsidiaries, (f) guaranty of any obligation for borrowed money or other material guaranty, (g) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000, (h) lease or agreement under which it is lessor of, or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000, (i) contract or group of related contracts with the same party for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $100,000, (j) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $100,000, (k) contract which prohibits USAuto or any of its Subsidiaries from freely engaging in business anywhere in the world, (l) contract for capital expenditures or the acquisition, construction or modification of fixed assets, in each case that requires aggregate future payments of $100,000 or more, (m) contract relating to clean-up, abatement or other actions in connection with the remediation of any existing environmental liabilities or relating to the performance of any environmental audit or study, (n) contract not terminable at will by USAuto and granting to any Person a right at such Person's option to purchase or acquire any asset or property of USAuto's business (or any interest therein) with a value in excess of $100,000 in the case of any one contract or $100,000 in the aggregate for all contrac...
Certain Contracts and Commitments. Promptly but in any event prior to the Closing Date, WMI and the Sellers shall, and shall cause the Companies and their subsidiaries to:
(a) use commercially reasonable efforts to assign the contracts set forth on Section 4.20 of the Disclosure Letter hereto from the Non-Company Affiliates to the Companies under agreements reasonably satisfactory to the Purchaser; and
(b) inform the employees of the Companies and their subsidiaries of the impact of the Closing of this transaction on the options held by such employees in WMI including whether (or when) such options will expire or vest.
Certain Contracts and Commitments. Except as set forth in SCHEDULE 2.2.15:
(a) The Company has no collective bargaining or union contracts or agreements;
(b) The Company has not entered into any written agreement restricting it from carrying on its business within the United States or any subdivision thereof;
(c) The Company is not a party to any "safe harbor lease" as defined in Section 168(f)(8) of the Internal Revenue Code of 1954 as in effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982;
(d) The Company is not in default on any Indebtedness, or on any material lease, commitment, contract, instrument or obligation by which it or its properties or assets is bound (collectively the "Material Agreements" and individually a "Material Agreement"), and, to the knowledge of the Company, no other party to any of the Material Agreements is in default of any material provision of such Material Agreement; and
(e) The Company is not a party to any shareholders agreement, registration rights agreement or other currently effective agreement with any of its shareholders with respect to the stock or operations of the Company.
Certain Contracts and Commitments. Except as set forth in ---------------------------------- Schedule 3.
(a) Neither Borrower nor any of its Primary Affiliated Companies has any collective bargaining or union contracts or agreements;
(b) Neither Borrower nor any of its Primary Affiliated Companies has entered into any written agreement restricting it from carrying on its business within the United States or any subdivision thereof; and
(c) Neither Borrower nor any of its Primary Affiliated Companies is a party to any "safe harbor lease" as defined in Section 168(f)(8) of the Internal Revenue Code of 1954 as in effect prior to amendment by the Tax Equity and Fiscal Responsibility Act of 1982.
Certain Contracts and Commitments. Schedule 4.1 (aa) --------------------------------- sets forth a list and description of all contracts, leases and licenses of the Target Company (the "Target Company Contracts") not included on any other Schedule. The enforceability of the Target Company Contracts will not be affected in any manner by the execution and delivery of this Agreement or the consummation of the Transaction. The Target Company is not in default and there does not exist any event that, with notice or lapse of time or both, would constitute an event of default by the Target Company under any of the Target Company Contracts. None of the Shareholders has knowledge of any breach or default by any other party to the Target Company Contracts. A true and complete copy of each such Target Contract has been delivered to ECO or will be delivered to ECO prior to the Closing Date.
Certain Contracts and Commitments. 15 2.20 Ability to Conduct Business.................................................................16 2.21
Certain Contracts and Commitments. (a) Schedule 2.19 hereto sets forth a true and complete list of agreements, contracts or commitments relating to the Reynxxxx Xxxiness which are material to the business, operations or financial condition of the Reynxxxx Xxxiness or which require payment of more than $50,000 in any year or $150,000 in the aggregate other than (i) the Leases, (ii) the Equipment Leases, (iii) the Assumed Contracts, (iv) the Customer Purchase Orders and the Prepaid Customer Orders to be acquired by Purchaser pursuant to Section 1.1(c) above and (v) the Supplier Orders to be acquired by Purchaser pursuant to Section 1.1(d) above. Schedule 2.19 includes a statement as to the disposition of each such agreement, contract or commitment. Except as set forth in Schedule 2.19, to the knowledge of Parent and Seller, neither Parent nor Seller is in default in any material respect, and there is no basis for a claim of such default, under any of the Assumed Contracts set forth on Schedule 1.4(f).
(b) Except as set forth on Schedule 2.19 hereto, all consents required for the assignment to Purchaser of Seller's right, title and interest pursuant to the Assumed Contracts and to the Leases (the "Landlord Consents") and the Equipment Leases (the "Equipment Lease Consents") have been obtained and are in full force and effect.
