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.
Certain Contracts and Commitments. Except as set forth in SCHEDULE 2.2.15:
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 LBI CONTRACTS SCHEDULE, neither LBI 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 4.13 or as set forth on the LBI 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 LBI 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 LBI 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 LBI and granting to any Person a right at such Person's option to purchase or acquire any asset or property of LBI'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 contracts of such type, (o) ...
Certain Contracts and Commitments. (a) Schedule 1.1(a)(vii) sets forth a true and complete list of Assumed Contracts as of the date of the Effective Date. Except as set forth in Schedule 1.1(a)(vii), the enforceability of the Assumed Contracts will not be affected in any material respect by the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
Certain Contracts and Commitments. Schedule 4.1(aa) sets --------------------------------- forth a list and description of all contracts, leases and licenses of CCG (the "CCG Contracts") not included on any other Schedule. The enforceability of CCG Contracts will not be affected in any manner by the execution and delivery of this Agreement or the consummation of the Transaction. CCG 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 CCG under any of CCG Contracts. The Shareholder has no knowledge of any breach or default by any other party to CCG Contracts. The Shareholder will deliver a true and complete copy of each SMG Contract to the Buyer as soon as practical after the Closing Date.
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:
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.
