Common use of Client Agreements Clause in Contracts

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all written and oral client agreements and arrangements to which Seller or Uniforce (pursuant to the Licensing Agreements) is party (the "Client Agreements"). Seller has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller or Uniforce (pursuant to the Licensing Agreements) provides any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.10, (i) each Client Agreement was entered into in the ordinary course of Seller's business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) neither Seller nor Uniforce is in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) the relationship of Seller with the clients that are parties to the Client Agreements is good and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Principals has any knowledge of any material breach or default under any of the Client Agreements by any other party thereto other than Seller or Uniforce, (vi) no event or action has occurred, is pending or, to Seller's best knowledge, is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller, Uniforce or any other party under any of the Client Agreements and (vii) no material amount claimed to be payable to Seller or Uniforce under any of the Client Agreements is being disputed by any client.

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all written and oral client agreements and arrangements and all material oral contracts and agreements to which Seller or Uniforce Reston (pursuant to the Licensing AgreementsAgreement) is party and pursuant to which Seller or Reston provides temporary or payrolled employees or any other services (the "Client Agreements"). Seller has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller or Uniforce (pursuant to the Licensing Agreements) provides any temporary, permanent, leased permanent or payrolled employee services for or with respect to the clients who are parties to such agreementsany client. Except as set forth in Schedule 6.106.10.A, (i) each Client Agreement was entered into in the ordinary course of Seller's business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) neither Seller nor Uniforce is not in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) the relationship of Seller with the clients that are parties to the Client Agreements is good and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Principals Stockholders has any knowledge of any material breach or default under any of the Client Agreements by any other party thereto other than Seller or UniforceReston, (vi) no event or action has occurred, is pending or, to Seller's best knowledge, or is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller, Uniforce Seller or any other party under any of the Client Agreements and (vii) no material amount over $1,000 claimed to be payable to Seller or Uniforce under any of the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.10.A, (i) for its services under each Client Agreement, Seller or Reston (pursuant to the Licensing Agreement) receives the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and Seller has not proposed or agreed to offer or accept any discount, offset or concession and (ii) the payment history of the clients under the Client Agreements is good as judged by industry standards. Set forth in Schedule 6.10.B is an aging schedule for all of Seller's accounts receivable (including accounts receivable billed by Reston for services performed by Seller pursuant to the Licensing Agreement) and accounts payable as of February 28, 1997, which list is accurate in all material respects. (c) All of the accounts receivable reflected on the books and records of Seller and Reston (with respect to services performed for Seller's business pursuant to the Licensing Agreement) and on Schedule 6.10.B are the result of bona fide transactions in the ordinary course of business of Seller and are fully collectible by Seller, subject to no defenses, counterclaims, set-offs or recoupments, except to the extent appropriately reserved for on the books and records of Seller and except as disclosed in Schedule 6.10.A.

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all written and oral client agreements and arrangements to which Seller or Uniforce (pursuant is party relating to the Licensing Agreements) is party Business (the "Client Agreements"). Seller has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller or Uniforce (pursuant to the Licensing Agreements) provides any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.106.10.A, (i) each Client Agreement was entered into in the ordinary course of Seller's business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) neither Seller nor Uniforce is not in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) to the knowledge of Seller and the best knowledge of Powell, the relationship of Seller with Selxxx xxth the clients that are parties to the Client Agreements is generally good and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Principals Powell has any knowledge of any material xxxxxial breach or default under any of the Client Agreements by any other party thereto other than Seller or Uniforcethereto, (vi) no event or action has occurred, is pending or, to Seller's best knowledge, is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller, Uniforce Seller or any other party under any of the Client Agreements and (vii) no material amount claimed to be payable to Seller or Uniforce under any of the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.10.B, (i) for its services under each Client Agreement, Seller receives the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and Seller has not proposed or agreed to offer or accept any discount, offset or concession and (ii) to the knowledge of Seller and the best knowledge of Powell, the payment history of xxx xxients under the Client Agreements is good as judged by industry standards. Set forth in Schedule 6.10.C is an aging schedule for all of Seller's accounts receivable and accounts payable as of the Closing Date, which list is accurate in all material respects.

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all written and oral client agreements and arrangements to which Seller or Uniforce (pursuant to the Licensing Agreements) is party (the "Client Agreements"). Seller has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller or Uniforce (pursuant to the Licensing Agreements) provides any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.10, (i) each Client Agreement was entered into in the ordinary course of Seller's business, (ii) to the best knowledge of Seller, is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, subject to bankruptcy and insolvency laws and general equitable principles, (iii) neither Seller nor Uniforce is not in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) the relationship of Seller with the clients that are parties to the Client Agreements is good and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Principals has any no knowledge of any material breach or default under any of the Client Agreements by any other party thereto other than Seller or Uniforcethereto, (vi) no event or action has occurred, is pending or, to Seller's best knowledge, is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller, Uniforce Seller or any other party under any of the Client Agreements and (vii) no material amount claimed to be payable to Seller or Uniforce under any of the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.10.A, (i) for its services under each Client Agreement, Seller receives the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and Seller has neither proposed nor agreed to offer or accept any discount, offset or concession and (ii) the payment history of the clients under the Client Agreements is good as judged by industry standards. Set forth in Schedule 6.10.B is an aging schedule for all of Seller's accounts receivable and accounts payable as of the Closing Date, which list is accurate in all material respects. (c) All of the accounts receivable reflected on the books and records of Seller on Schedule 6.10.B are the result of bona fide transactions in the ordinary course of business of Seller and are fully collectible by Seller, subject to no defenses, counterclaims, set-offs or recoupments, except to the extent appropriately reserved for on the books and records of Seller and except as disclosed in Schedule 6.10.A.

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all written and oral client agreements and arrangements to which Seller Cheney (in connection with the Xxxxxxss) or Uniforce (pursuant to the Licensing Agreements) Business is party (the "Client Agreements"). Seller Cheney has furnished Buyer with a true x xxue copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller Cheney (in connection with txx Xxsiness) or Uniforce (pursuant to the Licensing Agreements) provides Business provide any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.106.8, (i) each Client Agreement was entered into in the ordinary course of Seller's businessbusiness of the Business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) neither Seller Cheney nor Uniforce the Business is in material xxxxrial breach or default under any of the Client Agreements and neither has not received any notice or claim of any such breach or default from any party, (iv) to the best knowledge and belief of Cheney, the relationship of Seller Chexxx xx the Business with the clients thx xxxents that are parties to the Client Agreements is good and there has been no expression by any such clients to Cheney of any intention to terminate termxxxxx or materially modify any of such relationships, (v) neither Seller nor Cheney does not have any of the Principals has any knowledge of knowlexxx xx any material breach or default under any of the Client Agreements by any other party thereto other than Seller or Uniforcethereto, (vi) no event or action has occurred, is pending or, to SellerCheney's best knowledge, is threatenedthrxxxxxxx, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by SellerCheney, Uniforce the Business or any other party otxxx xxrty under any of the Client Agreements and (vii) no material amount claimed to be payable to Seller Cheney or Uniforce the Business under any of xxx xf the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.8.A, (i) for his or its services under each Client Agreement, Cheney or the Business is enxxxxxx to receive the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and neither Cheney nor the Business has prxxxxxx or agreed to offer or accept any discount, offset or concession and (ii) to the best knowledge and belief of Cheney, the payment history xx xxe clients under the Client Agreements is good as judged by industry standards. Set forth in Schedule 6.8.B is an aging schedule for all of the Accounts Receivable and accounts payable of the Business as of the Closing Date, which list is accurate in all material respects. (c) All of the accounts receivable reflected on the books and records of Cheney (pertaining to the Busixxxx) or the Business on Schedule 6.8.B are the result of bona fide transactions in the ordinary course of business of the Business and, to the best knowledge and belief of Cheney, are fully collectible xx Xheney or the Business, subject xx xo defenses, counterclaims, set-offs or recoupments, except to the extent appropriately reserved for on the books and records of Cheney (pertaining to the Buxxxxxx) or the Business and except as disclosed in Schedule 6.8.A.

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all written and oral material client agreements and arrangements to which Seller or Uniforce (pursuant to the Licensing Agreements) is party (the "Client Agreements"). Seller has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller or Uniforce (pursuant to the Licensing Agreements) provides any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.10, (i) each Client Agreement was entered into in the ordinary course of Seller's business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) neither Seller nor Uniforce is not in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) the relationship of Seller with the clients that are parties to the Client Agreements is good and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Principals Stockholders has any knowledge of any material breach or default under any of the Client Agreements by any other party thereto other than Seller or Uniforcethereto, (vi) no event or action has occurred, is pending or, to Seller's best knowledge, is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller, Uniforce Seller or any other party under any of the Client Agreements and (vii) no material amount claimed to be payable to Seller or Uniforce under any of the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.10.A, for its services under each Client Agreement, Seller receives the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and Seller has not proposed or agreed to offer or accept any discount, offset or concession. Set forth in Schedule 6.10.B is an aging schedule for all of Seller's accounts receivable and accounts payable as of August 31, 1997, which list is accurate in all material respects. (c) All of the accounts receivable reflected on the books and records of Seller and on Schedule 6.10.B are the result of bona fide transactions in the ordinary course of business of Seller and are fully collectible by Seller, subject to no defenses, counterclaims, set-offs or recoupments, except to the extent appropriately reserved for on the books and records of Seller and except as disclosed in Schedule 6.10.A.

Client Agreements. (a) Schedule 1.1.B 6.10.A sets forth a true and complete list of all written agreements and, to the best knowledge of each of the Stockholders and Shore, all oral client agreements and arrangements arrangements, to which Seller or Uniforce (pursuant to the Licensing Agreements) SRI is party (the "Client Agreements"). Seller SRI has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The written Client Agreements Agreements, and to the best knowledge of each of the Stockholders and Shore, the oral Client Agreements, constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller or Uniforce (pursuant to the Licensing Agreements) SRI provides any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.106.10.A, (i) each Client Agreement was entered into in the ordinary course of SellerSRI's business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) neither Seller nor Uniforce SRI is not in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) to the best knowledge of each of the Stockholders and Shore, the relationship of Seller SRI with the clients that are parties to the Client Agreements is good generally good, and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Principals has any Stockholders have no knowledge of any material breach or default under any of the Client Agreements by any other party thereto other than Seller or Uniforcethereto, (vi) to the best knowledge of each of the Stockholders and Shore, no event or action has occurred, is pending or, to Seller's best knowledge, is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller, Uniforce SRI or any other party under any of the Client Agreements and (vii) no material amount claimed to be payable to Seller or Uniforce SRI under any of the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.10.B, (i) for its services under each Client Agreement, SRI receives the compensation provided under such Client Agreement, without discount, offset or concessions of any kind (other than billing adjustments in the ordinary course of business), and SRI has not proposed or agreed to offer or accept any discount, offset or concession and (ii) the Stockholders and Shore believe that the payment history of the clients under the Client Agreements has been within acceptable industry standards.