Certain Contractual Obligations. Set forth on Schedule 4.10.1 hereto is a true and complete list of all of the following Contractual Obligations of the Company: (a) All collective bargaining agreements and other labor agreements, all employment or consulting agreements, and all other plans, agreements, arrangements, practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post retirement benefits, to any of the officers or employees or former officers or employees (or any spouse or family member of any such current or former officer or employee) of the Company. (b) All Contractual Obligations under which the Company is or may become obligated to pay any legal, accounting, brokerage, finder’s or similar fees or expenses in connection with, or has incurred any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or consummation of the transactions contemplated hereby. (c) All Contractual Obligations (including, without limitation, options) to sell or otherwise dispose of any Assets other than in the Ordinary Course of Business. (d) All Contractual Obligations under which the Company has or will after the Closing have any liability or obligation to or for the benefit of any Existing Stockholder or any other Affiliate of the Company. (e) All Contractual Obligations under which the Company has any liability or obligation for Debt or constituting or giving rise to a Guarantee of any liability or obligation of any Person, or under which any Person has any liability or obligation constituting or giving rise to a Guarantee of any liability or obligation of the Company (including, without limitation, partnership and joint venture agreements). (f) All Contractual Obligations, other than this Agreement, under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii). (g) All Contractual Obligations for the sale of products or provision of services by the Company that (i) individually involve products or services having a value of at least $100,000, (ii) have a term extending more than one year after the Closing Date, (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party, or (iv) that renders the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party. (h) All purchase obligations (whether or not in the Ordinary Course of Business), which require minimum purchases by the Company. (i) All advertising contracts. (j) All standard forms of purchase orders and sales orders. (k) All leases or other Contractual Obligations (including all amendments) under which any real property or other tangible asset is held or used by the Company. (l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset. (m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company. (n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles. (o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world. (p) All Contractual Obligations (other than purchase orders or sales orders) not required to be listed on Schedule 4.10.1 pursuant to clauses (a) through (n) above which individually involve liabilities of the Company in excess of $100,000. The Company has heretofore delivered to the Investors a true and complete copy of each of the Contractual Obligations, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto, each as in effect on the date hereof and as it will be in effect at the Closing, including, without limitation, all amendments thereto.
Appears in 2 contracts
Samples: Class B Common Stock and Warrant Purchase Agreement, Class B Common Stock and Warrant Purchase Agreement (Kenexa Corp)
Certain Contractual Obligations. Set forth on Schedule 4.10.1 ------------------------------- hereto is a true and complete list of all of the following Contractual Obligations of the CompanyCompany in effect as of December 16, 1999:
(a) All collective bargaining agreements and other labor agreements, all employment or consulting agreements, and all other plans, agreements, arrangements, practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post retirement benefits, to any of the officers or employees or former officers or employees (or any spouse or family member of any such current or former officer or employee) of the Company.
(b) All Contractual Obligations under which the Company is or may become obligated to pay any legal, accounting, brokerage, finder’s 's or similar fees or expenses in connection with, or has incurred any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or consummation of the transactions contemplated hereby.
(c) All Contractual Obligations (including, without limitation, options) to sell or otherwise dispose of any Assets other than in the Ordinary Course of Business.
(d) All Contractual Obligations under which the Company has or will after the Closing have any liability or obligation to or for the benefit of any Existing Stockholder or any other Affiliate of the Company.
(e) All Contractual Obligations under which the Company has any liability or obligation for Debt or constituting or giving rise to a Guarantee of any liability or obligation of any Person, or under which any Person has any liability or obligation constituting or giving rise to a Guarantee of any liability or obligation of the Company (including, without limitation, partnership and joint venture agreements).
(f) All Contractual Obligations, other than this Agreement, under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii).
(g) All Contractual Obligations for the sale of products or provision of services by the Company that (i) individually involve products or services having a value of at least $100,000, (ii) have a term extending more than one year after the Closing Date, (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party, or (iv) that renders the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party.
(h) All purchase obligations (whether or not in the Ordinary Course of Business), which require minimum purchases by the Company.
(i) All advertising contracts.
(j) All standard forms of purchase orders and sales orders.
(k) All leases or other Contractual Obligations (including all amendments) under which any real property or other tangible asset is held or used by the Company.
(l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset.
(m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company.
(n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles.
(o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world.
(p) All Contractual Obligations (other than purchase orders or sales orders) not required to be listed on Schedule 4.10.1 pursuant to clauses (a) through (n) above which individually involve liabilities of the Company in excess of $100,000. The Company has heretofore delivered to the Investors a true and complete copy of each of the Contractual ObligationsObligations in effect as of December 16, 1999, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto, each as in effect on the date hereof and as it will be in effect at the Closing, including, without limitation, all amendments thereto.
Appears in 1 contract
Certain Contractual Obligations. Set forth on Schedule 4.10.1 hereto is a true and complete list of all of the following Contractual Obligations of the Company:
(a) All collective bargaining agreements and other labor agreements, all employment or consulting agreements, and all other plans, agreements, arrangements, practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post retirement benefits, to any of the officers or employees or former officers or employees (or any spouse or family member of any such current or former officer or employee) of the Company.
(b) All Contractual Obligations under which the Company is or may become obligated to pay any legal, accounting, brokerage, finder’s or similar fees or expenses in connection with, or has incurred any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or consummation of the transactions contemplated hereby.
(c) All Contractual Obligations (including, without limitation, options) to sell or otherwise dispose of any Assets other than in the Ordinary Course of Business.
(d) All Contractual Obligations under which the Company has or will after the Closing Date have any liability or obligation to or for the benefit of any Existing Stockholder or any other Affiliate of the Company.
(e) All Contractual Obligations under which the Company has any liability or obligation for Debt or constituting or giving rise to a Guarantee of any liability or obligation of any Person, or under which any Person has any liability or obligation constituting or giving rise to a Guarantee of any liability or obligation of the Company (including, without limitation, partnership and joint venture agreements).
(f) All Contractual Obligations, other than this Agreement, under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii).
(g) All Contractual Obligations for the sale of products or provision of services by the Company that (i) individually involve products or services having a value of at least $100,000, (ii) have a term extending more than one year after the Closing Date, (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party, or (iv) that renders the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party.
(h) All purchase obligations (whether or not in the Ordinary Course of Business), which require minimum purchases by the Company.
(i) All advertising contracts.
(j) All standard forms of purchase orders and sales orders.
(k) All leases or other Contractual Obligations (including all amendments) under which any real property or other tangible asset is held or used by the Company.
(l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset.
(m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company.
(n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles.
(o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world.
(p) All Contractual Obligations (other than purchase orders or sales ordersorders or contracts for services entered into in the ordinary course of business) not required to be listed on Schedule 4.10.1 pursuant to clauses (a) through (n) above which individually involve liabilities of the Company in excess of $100,000. The Company has heretofore delivered to the Investors a true and complete copy of each of the Contractual Obligations, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto, each as in effect on the date hereof and as it will be in effect at on the ClosingClosing Date, including, without limitation, all amendments thereto.
Appears in 1 contract
Certain Contractual Obligations. Set forth on Schedule 4.10.1 hereto is a true and complete list of all of the following Contractual Obligations of the Company:
(a) All collective bargaining agreements and other labor agreements, all employment or consulting agreements, and all other plans, agreements, arrangements, practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post retirement benefits, to any of the officers or employees or former officers or employees (or any spouse or family member of any such current or former officer or employee) of the Company.
(b) All Contractual Obligations under which the Company is or may become obligated to pay any legal, accounting, brokerage, finder’s or similar fees or expenses in connection with, or has incurred any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or consummation of the transactions contemplated hereby.
(c) All Contractual Obligations (including, without limitation, options) to sell or otherwise dispose of any Assets other than in the Ordinary Course of Business.
(d) All Contractual Obligations under which the Company has or will after the Closing Date have any liability or obligation to or for the benefit of any Existing Stockholder or any other Affiliate of the Company.
(e) All Contractual Obligations under which the Company has any liability or obligation for Debt or constituting or giving rise to a Guarantee of any liability or obligation of any Person, or under which any Person has any liability or obligation constituting or giving rise to a Guarantee of any liability or obligation of the Company (including, without limitation, partnership and joint venture agreements).
(f) All Contractual Obligations, other than this Agreement, under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii).
(g) All Contractual Obligations for the sale of products or provision of services by the Company that (i) individually involve products or services having a value of at least $100,000, (ii) have a term extending more than one year after the Closing Date, (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party, or (iv) that renders the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party.
(h) All purchase obligations (whether or not in the Ordinary Course of Business), which require minimum purchases by the Company.
(i) All advertising contracts.
(j) All standard forms of purchase orders and sales orders.
(k) All leases or other Contractual Obligations (including all amendments) under which any real property or other tangible asset is held or used by the Company.
(l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset.
(m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company.
(n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles.
(o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world.
(p) All Contractual Obligations (other than purchase orders or sales ordersorders or contracts for services entered into in the ordinary course of business) not required to be listed on Schedule 4.10.1 pursuant to clauses (a) through (n) above which individually involve liabilities of the Company in excess of $100,000. The Company has heretofore delivered to the Investors Investor a true and complete copy of each of the Contractual Obligations, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto, each as in effect on the date hereof and as it will be in effect at on the ClosingClosing Date, including, without limitation, all amendments thereto.
Appears in 1 contract
Certain Contractual Obligations. Set forth on Schedule 4.10.1 hereto 3.6 is a true and complete list of all of the following Contractual Obligations to which any of the CompanyCompanies is a party:
(a) All collective bargaining agreements and other labor agreements, ; all employment or Material consulting agreementsagreements (including, without limitation, all contracts concerning the management or operation of any real property owned by any Company) or forms thereof; all Employee Benefit Plans and all other Material plans, agreements, arrangements, arrangements or practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post retirement benefits, benefits to any of the directors, officers or employees or former officers or employees of the Companies (other than to any Eagle Employee), excluding any such agreements that are terminable by Seller or any spouse or family member of any such current or former officer or employee) of the Company.Companies within one (1) year from the date hereof;
(b) All Contractual Obligations under which any of the Company Companies is or may become obligated to pay any legal, accounting, brokerage, finder’s 's or similar fees or expenses in connection with, or has incurred incur any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or the consummation of the transactions contemplated hereby.;
(c) All Contractual Obligations under which any of the Companies will after the Closing be (i) restricted from carrying on any business or other activities anywhere in the world or (ii) bound to participate in any allocation or sharing of Taxes;
(d) All Contractual Obligations (including, without limitation, options) to to: (i) sell or otherwise dispose of any Material Assets other than except in the Ordinary Course of Business or (ii) purchase or otherwise acquire any Material property or properties except in the Ordinary Course of Business.;
(de) All Contractual Obligations under which any of the Company has or Companies will have after the Closing have any liability or obligation to or for the benefit of any Existing Stockholder or any other Affiliate of the Company.Seller;
(ef) All Contractual Obligations which will survive the Closing under which any of the Company Companies has any liability or obligation for Debt or constituting or giving rise to a Guarantee of any liability or obligation of any PersonPerson (other than another Company), or under which any Person (other than another Company) has any liability or obligation constituting or giving rise to a Guarantee of any liability or obligation of the Company Companies (including, without limitation, partnership and joint venture agreements).
(f) All Contractual Obligations, other than this Agreement, under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii).;
(g) All Contractual Obligations for the sale of products or provision of services by the Company that (i) individually involve products distributorship agreements, requirements or services having a value of at least $100,000other similar supply agreements, and contracts with any Governmental Authority, and (ii) have all other Contractual Obligations with suppliers, vendors, customers, or other purchasers or suppliers of goods or services, including, without limitation, purchase or sales or service orders (representing a binding and enforceable obligation to purchase or sell goods or services), which are by their terms stated to involve payments by or on behalf of, or to, the Companies in excess of $250,000 during the calendar year ended December 31, 1995 or $500,000 over the remaining term extending more than one year after the Closing Date, (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party, or (iv) that renders the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party.contract;
(h) All purchase obligations (whether Contractual Obligations constituting a partnership or not in the Ordinary Course of Business), which require minimum purchases by the Company.joint venture;
(i) All advertising contracts.sales representative agreements to which any of the Companies is party; and
(j) All standard forms of purchase orders and sales orders.
(k) All leases or other Contractual Obligations of any of the Companies, in addition to those set forth in subparagraphs (including all amendmentsa) under which any real property or other tangible asset is held or used by the Company.
(l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset.
(m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company.
(n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles.
(o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing - (i) in any businessabove, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in which are Material to the world.
(p) All Contractual Obligations (other than purchase orders or sales orders) not required to be listed on Schedule 4.10.1 pursuant to clauses (a) through (n) above which individually involve liabilities Business of the Company in excess of $100,000Companies considered on a consolidated basis. The Company Seller has heretofore made available to Buyer (and as requested by Buyer has delivered to the Investors Buyer) a true and complete copy (or, in the case of oral Contracts, a full and accurate written summary, or in the case of "form" agreements, a copy of the standard form) of each of the Contractual Obligations, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto3.6, each as in effect on the date hereof and (except as otherwise required by this Agreement) as it will be in effect at the Closing, including, without limitation, all amendments (such Contractual Obligations, together with the Leases, Licenses, and Insurance Policies, but excluding the Employee Benefit Plans, being referred to herein collectively as the "Contracts"). Each Contract is, and after giving effect to the Closing hereunder and the consummation of the transactions contemplated hereby will be, Enforceable by the Company party thereto against each Person party thereto, except: (i) as otherwise required by the terms of this Agreement, (ii) for such failures to be so enforceable as do not and will not have a Company Material Adverse Effect and (iii) as such enforceability may be limited by (A) bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and (B) general principles of equity (whether considered in a proceeding at law or in equity). No breach or default by the Companies under any of the Contracts has occurred and is continuing, and no event has occurred which with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration by any other Person under any of the Contracts, except in each such case as has not had and will not have a Company Material Adverse Effect. To the Knowledge of Seller, no breach or default by any other Person under any of the Contracts has occurred and is continuing, and no default has occurred which with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration by the Companies under any of the Contracts, except in each such case as has not had and will not have a Company Material Adverse Effect. None of the Companies has assigned any of its rights or obligations under any of the Contracts (except for collateral assignments to Chemical, if any, which will be released at Closing).
Appears in 1 contract
Samples: Stock Purchase Agreement (Great American Management & Investment Inc)
Certain Contractual Obligations. Set forth on ------------------------------- Schedule 4.10.1 hereto is a true and complete list of all of the following Contractual Obligations of the Company:
(a) All collective bargaining agreements and other labor agreements, all employment or consulting agreements, and all other plans, agreements, arrangements, practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post retirement benefits, to any of the officers or employees or former officers or employees (or any spouse or family member of any such current or former officer or employee) of the Company.
(b) All Contractual Obligations under which the Company is or may become obligated to pay any legal, accounting, brokerage, finder’s 's or similar fees or expenses in connection with, or has incurred any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or consummation of the transactions contemplated hereby.
(c) All Contractual Obligations (including, without limitation, options) to sell or otherwise dispose of any Assets other than in the Ordinary Course of Business.
(d) All Contractual Obligations under which the Company has or will after the Closing have any liability or obligation to or for the benefit of any Existing Stockholder or any other Affiliate of the Company.
(e) All Contractual Obligations under which the Company has any liability or obligation for Debt or constituting or giving rise to a Guarantee of any liability or obligation of any Person, or under which any Person has any liability or obligation constituting or giving rise to a Guarantee of any liability or obligation of the Company (including, without limitation, partnership and joint venture agreements).
(f) All Contractual Obligations, other than this Agreement, under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii).
(g) All Contractual Obligations for the sale of products or provision of services by the Company that (i) individually involve products or services having a value of at least $100,000, (ii) have a term extending more than one year after the Closing Date, (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party, or (iv) that renders the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party.
(h) All purchase obligations (whether or not in the Ordinary Course of Business), which require minimum purchases by the Company.
(i) All advertising contracts.
(j) All standard forms of purchase orders and sales orders.
(k) All leases or other Contractual Obligations (including all amendments) under which any real property or other tangible asset is held or used by the Company.
(l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset.
(m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company.
(n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles.
(o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world.
(p) All Contractual Obligations (other than purchase orders or sales orders) not required to be listed on Schedule 4.10.1 pursuant to clauses (a) through (n) above which individually involve liabilities of the Company in excess of $100,000. The Company has heretofore delivered to the Investors a true and complete copy of each of the Contractual Obligations, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto, each as in effect on the date hereof and as it will be in effect at the Closing, including, without limitation, all amendments thereto.
Appears in 1 contract
Samples: Class B Common Stock and Warrant Purchase Agreement (Talentpoint Inc)
Certain Contractual Obligations. Set forth on Schedule 4.10.1 hereto is a true and complete list of all of the following Contractual Obligations of the Company:
(a) All collective bargaining agreements and other labor agreements, all employment or consulting agreements, and all other plans, agreements, arrangements, practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post retirement benefits, to any of the officers or employees or former officers or employees (or any spouse or family member of any such current or former officer or employee) of the Company.
(b) All Contractual Obligations under which the Company is or may become obligated to pay any legal, accounting, brokerage, finder’s or similar fees or expenses in connection with, or has incurred any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or consummation of the transactions contemplated hereby.
(c) All Contractual Obligations (including, without limitation, options) to sell or otherwise dispose of any Assets other than in the Ordinary Course of Business.
(d) All Contractual Obligations under which the Company has or will after the Closing Date have any liability or obligation to or for the benefit of any Existing Stockholder or any other Affiliate of the Company.
(e) All Contractual Obligations under which the Company has any liability or obligation for Debt or constituting or giving rise to a Guarantee of any liability or obligation of any Person, or under which any Person has any liability or obligation constituting or giving rise to a Guarantee of any liability or obligation of the Company (including, without limitation, partnership and joint venture agreements).
(f) All Contractual Obligations, other than this Agreement, under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii).
(g) All Contractual Obligations for the sale of products or provision of services by the Company that (i) individually involve products or services having a value of at least $100,000, (ii) have a term extending more than one year after the Initial Closing Date, (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party, or (iv) that renders the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party.
(h) All purchase obligations (whether or not in the Ordinary Course of Business), which require minimum purchases by the Company.
(i) All advertising contracts.
(j) All standard forms of purchase orders and sales orders.
(k) All leases or other Contractual Obligations (including all amendments) under which any real property or other tangible asset is held or used by the Company.
(l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset.
(m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company.
(n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles.
(o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world.
(p) All Contractual Obligations (other than purchase orders or sales ordersorders or contracts for services entered into in the Ordinary Course of Business) not required to be listed on Schedule 4.10.1 pursuant to clauses (a) through (n) above which individually involve liabilities of the Company in excess of $100,000. The Company has heretofore delivered to the Investors a true and complete copy of each of the Contractual Obligations, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto, each as in effect on the date hereof and as it will be in effect at the Closing, including, without limitation, all amendments thereto.
Appears in 1 contract
Certain Contractual Obligations. Set forth on Schedule 4.10.1 hereto 4.5.1 is a true and complete list of all of the following Contractual Obligations of the CompanyCompanies:
(a) All collective bargaining agreements and other labor agreements, ; all employment or consulting agreements, ; and all other plans, agreements, arrangements, practices agreements or other Contractual Obligations arrangements (other than any Employee PlanPlan listed on Schedule 4.6.4) which constitute Compensation or benefits, including post retirement benefits, benefits to any of the senior executive officers or employees or former officers or employees (or any spouse or family member consultants of any such current or former officer or employee) of the Company.
(b) All Contractual Obligations under which the any Company is has incurred or may become obligated to pay any legal, accounting, brokerage, finder’s or similar fees or expenses in connection with, or has incurred incur any severance pay or special Compensation obligations which would become payable by reason of, of this Agreement or the consummation of the transactions contemplated hereby.
(c) All Contractual Obligations (includingother than licensing, sales and distribution agreements disclosed pursuant to clause (h) below) under which any Company is or will after the Closing be restricted from carrying on any business or other activities in any country, state, town, territory, province, county, city or other political subdivision of any country.
(d) All Contractual Obligations (including without limitation, limitation options) to sell or otherwise dispose of a material portion of any Assets other than except in the Ordinary Course of Business.
(d) All Contractual Obligations under which the Company has or will after the Closing have any liability or obligation to or for the benefit of any Existing Stockholder or any other Affiliate of the Company.
(e) All Contractual Obligations under which any Company has or will after the Closing have any material liability or obligation to or for the
(f) All Contractual Obligations under which any Company has any material liability or obligation for Debt or constituting or giving rise to a Guarantee of any material liability or obligation of any Person, or under which any Person has any material liability or obligation constituting or giving rise to a Guarantee of any material liability or obligation of the any Company (including, including without limitation, limitation partnership and joint venture agreements).
(fg) All Other than pursuant to the Charter or Bylaws of the Companies, all Contractual Obligations, other than this Agreement, Obligations under which the any Company is or may become obligated to pay any material amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii).
(g) All Contractual Obligations for the sale of products or provision of services by the Company that (i) individually involve products or services having a value of at least $100,000, (ii) have a term extending more than one year after the Closing Date, (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party, or (iv) that renders the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party.
(h) All distributorship agreements and all other Contractual Obligations (other than purchase obligations (whether or not orders and sales orders entered into in the Ordinary Course of Business), which require minimum purchases by the Companywith distributors, suppliers, vendors, or other suppliers of goods or services.
(i) All advertising contractscontracts which individually involve material liabilities of any Company.
(j) All standard forms material purchase or sales orders not entered into in the Ordinary Course of purchase orders and sales ordersBusiness.
(k) All leases or other Contractual Obligations (including all amendments) under which any real property or other tangible asset is held or used by the Company.
(l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset.
(m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company.
(n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles.
(o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world.
(p) All Contractual Obligations (other than purchase orders or sales orders) not required to be listed on Schedule 4.10.1 4.5.1 pursuant to clauses (a) through (nj) above which individually involve liabilities or payments of the any Company in excess of $100,00050,000 in any given year. The Company has Subscribers have heretofore delivered made available to the Investors Holdco One a true and complete copy of each of the Contractual Obligations, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto4.5.1, each as in effect on the date hereof and as it will be in effect at the Closing, including, including without limitation, limitation all amendments theretothereto (the "Listed Contracts") and true and complete copies of each of the Listed Leases, Listed Licenses and Insurance Policies (the Listed Contracts, Listed Leases, Listed Licenses and Insurance Policies are referred to herein collectively as the "Contracts").
Appears in 1 contract
Samples: Stock Subscription and Exchange Agreement (Miami Cruiseline Services Holdings I B V)
Certain Contractual Obligations. Set forth on Schedule 4.10.1 SCHEDULE 2.11.2 hereto is a true and complete list of all of the following Contractual Obligations and, to the extent noted below, Informal Arrangements of the CompanyCompany or its Subsidiaries:
(a) All collective bargaining agreements and other labor agreements, all employment agreements (other than non-binding offer letters) or consulting agreements, and all other plans, agreements, arrangements, practices or other Contractual Obligations or Informal Arrangements (other than any Employee Plan) which that constitute Compensation compensation or benefits, including post retirement benefits, to any of the officers or employees or former officers or employees (or any spouse or family member of any such current or former officer or employee) of the CompanyCompany or its Subsidiaries.
(b) All Contractual Obligations or Informal Arrangements under which the Company or its Subsidiaries is or may become obligated to pay any legal, accounting, brokerage, finder’s 's or similar fees or expenses in connection with, or has incurred any severance pay or special Compensation compensation obligations which that would become payable by reason of, of this Agreement or the consummation of the transactions contemplated hereby.
(c) All Contractual Obligations (including, without limitation, options) to sell or otherwise dispose of any Assets other than assets of the Company or its Subsidiaries having a value in excess of $10,000, except in the Ordinary Course of Business.
(d) All Other than the stock option grants set forth on SCHEDULE 2.5.1, all Contractual Obligations or Informal Arrangements under which the Company or its Subsidiaries has or will after the Closing have any liability Liability or obligation in excess of $5,000 to or for the benefit of any Existing Stockholder or any other Affiliate of the Companyany Stockholder.
(e) All Contractual Obligations under which the Company or its Subsidiaries has any liability Liability or obligation for Debt or constituting or giving rise to a Guarantee guarantee of any liability Liability or obligation of any Person, or under which any Person has any liability Liability or obligation constituting or giving rise to a Guarantee guarantee of any liability Liability or obligation of the Company (including, without limitation, partnership and joint venture agreements).
(f) All Contractual Obligations, other than this Agreement, under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of assets or securities, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii).
(g) All Contractual Obligations for the sale of products or provision of services by the Company that (i) individually involve products or services having a value of at least $100,000, (ii) have a term extending more than one year after the Closing Date, (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party, or (iv) that renders the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party.
(h) All purchase obligations (whether or not in the Ordinary Course of Business), which require minimum purchases by the Company.
(i) All advertising contracts.
(j) All standard forms of purchase orders and sales orders.
(k) All leases or other Contractual Obligations (including all amendments) under which any real property or other tangible asset is held or used by the Company.
(l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset.
(m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company.
(n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles.
(o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world.
(p) All Contractual Obligations (other than purchase orders or sales orders) not required to be listed on Schedule 4.10.1 pursuant to clauses (a) through (n) above which individually involve liabilities of the Company in excess of $100,000. The Company has heretofore delivered to the Investors a true and complete copy of each of the Contractual Obligations, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto, each as in effect on the date hereof and as it will be in effect at the Closing, including, without limitation, all amendments thereto.
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Eschelon Telecom Inc)
Certain Contractual Obligations. Set forth on Schedule 4.10.1 hereto 4.8 is a true and complete list of all of the following Contractual Obligations of the CompanyCompany or any Subsidiary:
(a) All collective bargaining agreements and other labor agreements, ; all employment or material consulting agreements, ; and all other plans, agreements, arrangements, arrangements or practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post retirement benefits, benefits to any of the directors, officers or employees or former officers or employees (of the Company or any spouse or family member of Subsidiary, except to the extent any such current or former officer or employee) of the Company.foregoing constitute a Company Plan or Benefit Arrangement;
(b) All Contractual Obligations under which the Company or any Subsidiary is or may become obligated to pay any legal, accounting, brokerage, finder’s 's or similar fees or expenses in connection with, or has incurred incur any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or the consummation of the transactions contemplated hereby.;
(c) All Contractual Obligations under which the Company or any Subsidiary is or will after the Closing be restricted from carrying on any business or other activities anywhere in the world;
(d) All Contractual Obligations (including, without limitation, options) to to: (i) sell or otherwise dispose of any Assets except in the Ordinary Course of Business or (ii) purchase or otherwise acquire any material property or properties or other than assets except pursuant to purchase orders for inventory and other arrangements with suppliers in the Ordinary Course of Business.
(d) All Contractual Obligations under which the Company has or will after the Closing have any liability or obligation to or for the benefit of any Existing Stockholder or any other Affiliate of the Company.;
(e) All Contractual Obligations under which the Company or any Subsidiary has any liability for Debt or obligation for Debt or constituting or giving rise to a Guarantee of any liability or obligation of any PersonPerson (other than any Lease, any Debt or intercompany advances between the Company and any wholly owned Subsidiary or between wholly owned Subsidiaries, or any Affiliate Debt), or under which any Person has any liability or obligation constituting or giving rise to a Guarantee of any liability or obligation of the Company or any Subsidiary (including, without limitation, partnership and joint venture agreements) other than any Guarantee by Seller or any of its Affiliates of any Lease or the Guarantee of Seller disclosed in Schedule 4.8(e)., or under which any default could arise or penalty or payment could be required in the event of any action or inaction of Seller or any of its Affiliates other than any Guarantee by Seller or its Affiliates of any Lease or the Guarantee of Seller disclosed in Schedule 4.8(e);
(f) All Any lease or other Contractual Obligations, Obligation under which any tangible personal property other than this Agreement, inventory (the "Equipment) having a cost or capital lease obligation in excess of $250,000 is held or used by the Company or any Subsidiary;
(g) Any Contractual Obligation under which the Company is or any Subsidiary may become obligated to pay any amount in excess of $500,000 in respect of deferred indemnification obligations or conditional purchase price, indemnification obligations, purchase price adjustment or otherwise provisions in connection with any (i) acquisition or disposition of assets or securities, real property or of property constituting a product line, (ii) other acquisition or disposition of assets other than sales of inventory in the Ordinary Course of Business, (iii) assumption of liabilities or warranty, (iv) settlement of claims, (v) merger, consolidation or other business combination, or (iiivi) series or group of related transactions or events of a type specified in subclauses (i) through (v); and if with respect to any such Contractual Obligation there exists any pending or, to the knowledge of Seller, threatened Action that could reasonably be expected to result in the Company and its Subsidiaries being liable to pay an amount in excess of $100,000 or there currently exist circumstances that would reasonably be expected to give rise to such an Action, such Action or circumstances are described on Schedule 4.17; and
(ii).
h) Any other Contractual Obligation of a type not specifically covered in clauses (a) through (g) All above entered into other than in the Ordinary Course of Business or which in the case of such other Contractual Obligations for individually is likely to involve payments by or on behalf of, or to, the sale Company or any of products its Subsidiaries in excess of $250,000 during the calendar year ended December 31, 1995 or provision $500,000 over the remaining term of services such Contractual Obligation or the termination of which may reasonably be expected to require payments by the Company that or any of its Subsidiaries exceeding $250,000 (other than (i) individually involve products or services having a value purchase orders for inventory and other arrangements with suppliers entered into in the Ordinary Course of at least $100,000Business, (ii) have a term extending more than one year after agreements pertaining to common area maintenance entered into in the Closing DateOrdinary Course of Business, (iii) concessionaire and other store related contracts applicable to which fewer than 10 stores entered into in the United States federal government or any stateOrdinary Course of Business, local or foreign government or any agency or department of any of the foregoing is a party, or and (iv) that renders purchase and lease commitments, construction contracts and other capital expenditure and maintenance and repair commitments reflected in the Company a subcontractor at any tier to any prime Contractual Obligation to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party.
(h) All purchase obligations (whether or not Company's capital expenditure and maintenance and repair budgets and entered into in the Ordinary Course of Business), which require minimum purchases by the Company.
(i) All advertising contracts.
(j) All standard forms of purchase orders and sales orders.
(k) All leases or other Contractual Obligations (including all amendments) under which any real property or other tangible asset is held or used by the Company.
(l) All leases or other Contractual Obligations under which the Company is liable as lessor with respect to any real property or other tangible asset.
(m) All licenses or other Contractual Obligations (including all amendments) under which any Intangible is held or used by the Company.
(n) All licenses or other Contractual Obligations under which the Company is liable as licensor with respect to any Intangibles.
(o) All Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world.
(p) All Contractual Obligations (other than purchase orders or sales orders) not required to be listed on Schedule 4.10.1 pursuant to clauses (a) through (n) above which individually involve liabilities of the Company in excess of $100,000. The Company Seller has heretofore delivered to the Investors Buyer a true and complete copy (or, in the case of oral contracts or arrangements, a full and accurate written summary) of each of the Contractual Obligations, or a narrative description of those Contractual Obligations that are not in writing, listed on Schedule 4.10.1 hereto4.8, each as in effect on the date hereof and (except as otherwise required by this Agreement) as it will be in effect at the Closing, including, without limitation, all amendments (such Contractual Obligations required to be listed on Schedule 4.8, together with the Licenses, and Insurance Policies, but excluding the Company Plans and Benefit Arrangements, being referred to herein collectively as the "Contracts). Each Contract is Enforceable by the Company or the Subsidiary party thereto, against each Person (other than the Company or such Subsidiary) party thereto, except: (i) as otherwise required by the terms of this Agreement and (ii) as such enforceability may be limited by or as a result of (A) bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally, (B) general principles of equity (whether considered in a proceeding at law or in equity) and (C) execution, delivery and performance of this Agreement and the Closing Agreements. No material breach or default by the Company or any Subsidiary under any of the Contracts has occurred and is continuing, and no event has occurred or circumstance exists which with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration by any other Person under any of the Contracts or would result in a loss of rights or creation of any lien, charge or encumbrance thereunder or pursuant thereto except as would arise from execution, delivery and performance of this Agreement and the Closing Agreements. To the knowledge of Seller, no material breach or default by any other Person under any of the Contracts has occurred and is continuing, and no event has occurred or circumstance exists that with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration by the Company or any Subsidiary under any of the Contracts or would result in a loss of rights or creation of any lien, charge or encumbrance thereunder or pursuant thereto except as would arise from execution, delivery and performance of this Agreement and the Closing Agreements.
Appears in 1 contract
