Commitments; Defaults. Except as set forth on Schedule 3.15 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, nor are any of the shares of Company Common Stock subject to, nor are the Nonmedical Assets or the assets or the business of the Company bound by, whether or not in writing, any of the following (collectively, "Commitments"):
i) partnership or joint venture agreement;
ii) guaranty or suretyship, indemnification or contribution agreement or performance bond;
iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
iv) contract to purchase real property;
v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty;
vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company or the Physician;
vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate;
viii) powers of attorney;
ix) contracts containing non-competition covenants;
x) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or services;
xi) agreements regarding clinical research;
xii) agreements with Payors and contracts to provide medical or health care services; or
xiii) any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Vision 21 and the Subsidiary. Except as set forth on Schedule 3.15 and to the Company's best knowledge, there are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the Company or, to the best knowledge of the Company, any other party to a ...
Commitments; Defaults. The Company has not entered into, nor are the Company Stock, the assets or the business of the Company bound by, whether or not in writing, any
(i) partnership or joint venture agreement;
(ii) deed of trust or other security agreement;
(iii) guaranty or suretyship, indemnification or contribution agreement or performance bond;
(iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer;
(v) labor or collective bargaining agreement;
(vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
(vii) deed or other document evidencing an interest in or contract to purchase or sell real property;
(viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys;
(ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee;
(x) agreement between the Company and any affiliate of the Company;
(xi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of the Company;
(xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving more than $10,000 in the aggregate;
(xiii) powers of attorney;
(xiv) contracts containing noncompetition covenants;
(xv) any other contract or arrangement that involves either an unperformed commitment in excess of $10,000 or that terminates more than 30 days after the date hereof;
(xvi) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.36;
(xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service; or
(xviii) any other agreement or commitment not made in the ordinary course of business or that is material to the business or financial condition of the Company. All of the foregoing are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments have heretofore been delivered or made available to Parent, and true, correct and complete written descriptions of the oral Commitments, are set forth on Schedule 3.13. There are no existing defaults, events of default or events, occurrences, acts or omissions that, with the giving of not...
Commitments; Defaults. Except as set forth in Schedules attached hereto, Target has not entered into, and the Stock, the assets, and the business of Target are not bound by, whether or not in writing,
(i) partnership or joint venture agreement;
(ii) deed of trust or other security agreement;
(iii) guaranty or suretyship, indemnification or contribution agreement or performance bond;
(iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer;
(v) labor or collective bargaining agreement;
(vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
(vii) deed or other document evidencing an interest in or contract to purchase or sell real property;
(viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys;
(ix) lease of real or personal property, whether as lessor, lessee, sublessor or sublessee;
(x) agreement between Target and any affiliate of Target;
(xi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an affiliate of Target;
(xii) any agreement for the acquisition of services, supplies, equipment or other personal property and involving, more than $10,000 in the aggregate;
(xiii) powers of attorney;
(xiv) contracts containing noncompetition covenants;
(xv) any other contract or agreement that involves either an unperformed commitment in excess of $5,000 or that terminates more than 30 days after the date hereof,
(xvi) agreement relating to any material matter or transaction in which an interest is held by any person or entity referred to in Section 3.33;
(xvii) agreement providing for the purchase from a supplier of all or substantially all of the requirements of Target of a particular product or service; or
(xviii) any other agreement or commitment not made in the ordinary course of business or that is material to the business or financial condition of Target. All of the foregoing items which are listed on the attached Schedules are hereinafter collectively referred to as the "Commitments." True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of any oral Commitments, have heretofore been delivered or made available to Parent. There are no material existing defaults, events of default or events, occurrences, acts or omis...
Commitments; Defaults. Any of the following as to which the Company is a party or is bound by, or which any of the shares of Company Capital Stock are subject to, or which the assets or the business of the Company are bound by, whether or not in writing, are listed in the Company Disclosure Schedules (collectively "Commitments"):
Commitments; Defaults. Any of the following as to which Acquiror is a party or is bound by, or which any of the shares of Acquiror Common Stock subject to, or which the assets or the business of Acquiror are bound by, whether or not in writing, are listed in the Acquiror Disclosure Schedules (collectively "Acquiror Commitments"):
5.17.1.1 partnership or joint venture agreement;
5.17.1.2 guaranty or suretyship, indemnification or contribution agreement or performance bond;
5.17.1.3 debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
5.17.1.4 contract to purchase real property;
Commitments; Defaults. Except as set forth on Schedule 3.12 or as otherwise disclosed pursuant to this Agreement, the Company is not a party to nor bound by, nor are the Non-optical Assets or the business of the Company bound by, whether or not in writing, any of the following (collectively, "Commitments"):
i) partnership or joint venture agreement;
ii) guaranty or suretyship, indemnification or contribution agreement or performance bond;
iii) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
iv) contract to purchase real property;
v) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any twelve (12) month period in excess of $2,000 and which is not terminable on thirty (30) days' notice or without penalty;
vi) agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company or the Shareholder;
vii) agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $2,000 in the aggregate;
viii) powers of attorney;
ix) contracts containing non-competition covenants;
x) agreement providing for the purchase from a supplier of all substantially all of the requirements of the Company of a particular product or services; xi) agreements with Payors and contracts to provide optical services and products; or
Commitments; Defaults. Any of the following as to which the Company is a party or is bound by, or which any of the shares of Company Capital Stock are subject to, or which the assets or the business of the Company are bound by, whether or not in writing, are listed in the Company Disclosure Schedules (collectively "Commitments"):
3.15.1.1 any partnership or joint venture agreement;
3.15.1.2 any guaranty or suretyship, indemnification or contribution agreement or performance bond;
3.15.1.3 any debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
3.15.1.4 any contract to purchase real property;
3.15.1.5 any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any 12 month period in excess of $5,000 and which is not terminable on 30 days' notice or without penalty;
3.15.1.6 any agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company or any Stockholder;
3.15.1.7 any agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $5,000 in the aggregate;
3.15.1.8 any powers of attorney;
3.15.1.9 any contracts containing noncompetition covenants;
3.15.1.10 any agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service; or
3.15.1.11 any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Acquiror. There are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults by the
Commitments; Defaults. Any of the following as to which Acquiror is a party or is bound by, or which any of the shares of Acquiror Common Stock subject to, or which the assets or the business of Acquiror are bound by, whether or not in writing, are listed in the Acquiror Disclosure Schedules (collectively "Acquiror Commitments"):
5.17.1.1 partnership or joint venture agreement;
5.17.1.2 guaranty or suretyship, indemnification or contribution agreement or performance bond;
5.17.1.3 debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
5.17.1.4 contract to purchase real property;
5.17.1.5 agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments within any 12 month period in excess of $5,000 and which is not terminable on 30 day's notice or without penalty;
5.17.1.6 agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of Acquiror or any shareholder of Acquiror;
5.17.1.7 any agreement for the acquisition of services, supplies, equipment, inventory, fixtures or other property involving more than $5,000 in the aggregate;
5.17.1. 8 powers of attorney;
5.17.1. 9 contracts containing noncompetition covenants;
Commitments; Defaults. Any of the following as to which the Company is a party or is bound by, or which the assets or the business of the Company are bound by, whether or not in writing, are listed in the Company Disclosure Schedules (collectively "Commitments"):
3.12.1.1 any partnership or joint venture agreement;
3.12.1.2 any guaranty or suretyship, indemnification or contribution agreement or performance bond;
3.12.1.3 any debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
3.12.1.4 any contract to purchase real property;
3.12.1.5 any agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys (other than in connection with this Agreement and the transactions contemplated hereby) involving total payments by the Company within any 12 month period in excess of $35,000 and which is not terminable on 30 days' notice or without penalty;
3.12.1.6 any agreement relating to any material matter or transaction in which an interest is held by a person or entity that is an Affiliate of the Company or, to the best knowledge of the Company, any Stockholder;
3.12.1.7 any agreement for the acquisition of services, supplies, equipment, inventory (other than in the ordinary course), fixtures or other property involving more than $35,000 in the aggregate;
3.12.1.8 any powers of attorney;
3.12.1.9 any contracts containing noncompetition covenants material to the business of the Company;
3.12.1.10 any agreement providing for the purchase from a supplier of all or substantially all of the requirements of the Company of a particular product or service; or
3.12.1.11 any other agreement or commitment not made in the ordinary course of business or that is material to the business, operations, condition (financial or otherwise) or results of operations of the Company. True, correct and complete copies of the written Commitments, and true, correct and complete written descriptions of the oral Commitments, have heretofore been delivered or made available to Purchaser. There are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that would have a Material Adverse Effect and, with the giving of notice or lapse of time or both, would constitute defaults by the Company or, to the best knowledge of the Company, any other party to a material Commitment, and no penalties have been incurred nor are amendments pending, with resp...
Commitments; Defaults. Except as set forth in Schedule 3.13(a), the Corporation has not entered into, and the Stock, the assets, and the business of the Corporation are not bound by, whether or not in writing, any
(i) partnership or joint venture agreement;
(ii) deed of trust or other security agreement;
(iii) guaranty or suretyship, indemnification or contribution agreement or performance bond;
(iv) employment, consulting or compensation agreement or arrangement, including the election or retention in office of any director or officer;
(v) labor or collective bargaining agreement;
(vi) debt instrument, loan agreement or other obligation relating to indebtedness for borrowed money or money lent or to be lent to another;
(vii) deed or other document evidencing an interest in or contract to purchase or sell real property;
(viii) agreement with dealers or sales or commission agents, public relations or advertising agencies, accountants or attorneys;
