Common use of Company Agreements Clause in Contracts

Company Agreements. (a) Schedule 5.13(a) lists as of the date of this Agreement (i) each Company Agreement that is material to the business, assets, liabilities, results of operation, operations or financial condition of the Company taken as a whole, and (ii) without regard to materiality, each of the following: (i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by the Company; (ii) any guaranty, direct or indirect, primary or secondary, by the Company of any obligation for borrowings or otherwise, excluding endorsements made for collection in the Ordinary Course; (iii) any Company Agreement made other than in the Ordinary Course; (iv) any Company Agreement providing for the grant of any preferential rights to purchase or lease any of the assets of the Company; (v) any Company Agreement providing for any obligation to register any Shares or other securities of the Company with the Securities and Exchange Commission or otherwise relating to such other securities; (vi) any Company Agreement providing for any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons; (vii) any Company Agreement that is a collective bargaining agreement with any labor union; (viii) any Company Agreement providing for any lease or similar arrangement for the use by the Company of personal property involving payments of in excess of $15,000 per annum; (ix) any Company Agreement to which any Insider is a Party; (x) any Company Agreement with a term in excess of one year or providing for aggregate payments in excess of $15,000 or $30,000 for all such Company Agreements that are not otherwise listed on Schedule 5.13(a); (xi) any Company Agreement that contains a non-competition provision relating to the business of the Company (or, at any time after the consummation of the Closing, Parent or any of its Affiliates) or any other Contract restricting the right of the Company (or, at any time after the consummation of the Closing, Parent or any of its Affiliates) to conduct business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas or lines of business, or that grants the other Party or any third Person "most favored nation" status; (xii) any Company Agreement that is a partnership, joint venture or similar agreement; and (xiii) any Company Agreement relating to the acquisition or disposition of any business. (b) Copies of all written Company Agreements referred to on Schedule 5.13(a) have been delivered to Parent prior to the date of this Agreement, and the Company has prior to the date of this Agreement provided Parent with accurate and complete written summaries of all such Company Agreements that are unwritten. (c) With such exceptions as, individually or in the aggregate, do not have, and are not reasonably likely to have, a Material Adverse Effect: (i) all of the Company Agreements are in full force and effect and are valid and binding on and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, on and against the other Parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (ii) the Company is not, and, to the Knowledge of the Company, no other Party to any Company Agreement is, in breach of, or default under, any Company Agreement and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a breach of, or default under, any Company Agreement. (iii) the Company has not waived any right under any Company Agreement. (iv) there are no unresolved disputes under any Company Agreement. (v) the Company has not given to or received from any other Person, at any time since May 31, 2006, any notice or other written communication regarding any actual, alleged, possible or potential violation or breach or, or default under, any Company Agreement.

Company Agreements. (a) Schedule 5.13(a2.13(a) lists as of the date of this Agreement (i) each Company Agreement that is material to the business, assets, liabilitiesLiabilities, results of operation, operations or operations, financial condition or EBITDA of the Company taken as a wholeCompany, and (ii) without regard to materiality, each of the following: (i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by the Company; (ii) any guaranty, direct or indirect, primary or secondary, by the Company of any obligation for borrowings or otherwise, excluding endorsements made for collection in the Ordinary Course; (iii) any Company Agreement made other than in the Ordinary Course; (iv) any Company Agreement providing for the grant of any preferential rights to purchase or lease any of the material assets of the CompanyCompany or any assets related to any RJ-85 aircraft; (v) any Company Agreement providing for any obligation to register any Shares shares of the capital stock or other securities of the Company with the Securities and Exchange Commission or otherwise relating to such stock or other securities; (vi) any Company Agreement providing for any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons; (vii) any Company Agreement that is a collective bargaining agreement with any labor union; (viii) any Company Agreement providing for any lease or similar arrangement for the use by the Company of personal property involving payments of in excess of $15,000 20,000 per annum; (ix) any Company Agreement to which any Insider is a Partyparty; (x) any Company Agreement with a term in excess of one year or providing for aggregate payments in excess of $15,000 or $30,000 100,000 for all such Company Agreements that are not otherwise listed on Schedule 5.13(a2.13(a); (xi) any Company Agreement that contains a non-competition provision relating to the business of the Company (or, at any time after the consummation of the Closing, Parent or any of its Affiliates) Affiliates or any other Contract restricting the right of the Company (or, at any time after the consummation of the Closing, Parent or any of its Affiliates) Affiliates to conduct business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas or lines of business, or that grants the other Party party or any third Person "“most favored nation" ” status; (xii) any Company Agreement that is a partnership, joint venture or similar agreement; (xiii) any Company Agreement that is generating or is expected to generate revenue to the Company; and (xiiixiv) any Company Agreement relating to the acquisition or disposition of any material portion of its business. (b) Copies of all written Company Agreements referred to on Schedule 5.13(a2.13(a) have been delivered to Parent Buyer prior to the date of this Agreement, and the Company has prior to the date of this Agreement provided Parent Buyer with accurate and complete written summaries of all such Company Agreements that are unwritten. (c) With such exceptions asExcept for matters that would be resolved by the Company Confirmation Order, individually or in the aggregate, do not have, and are not reasonably likely to have, a Material Adverse Effect: (i) all of the Company Agreements (except for any Rejected Contracts) are in full force and effect and are valid and binding on and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, on and against the other Parties theretoparties thereto (with respect to such other parties and as to enforceability only, except as enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or and similar laws affecting the creditors’ rights and remedies of creditors generally and to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in equity a proceeding at law or at lawin equity). ), (ii) neither the Company is not, andnor, to the Knowledge of the Company, no any other Party party to any Company Agreement is(except for any Rejected Contracts), is in material breach of, or material default under, any such Company Agreement (except for any Rejected Contracts) and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a material breach of, or material default under, any such Company Agreement. Agreement (except for any Rejected Contracts) and (iii) the Company has not waived any right under any Company Agreement. (iv) there are no unresolved disputes under any Company Agreement. Agreement (v) except for any Rejected Contracts). The Company has not waived any material right under any Company Agreement (except for any Rejected Contracts). Except with respect to the Company Case, the Company has not given to or received from any other Person, at any time since May December 31, 20062004, any notice or other written communication regarding any actual, alleged, possible or potential violation or breach orof, or default under, any Company AgreementAgreement (except for any Rejected Contracts).

Company Agreements. (a) Section 2.12(a) of the Company Disclosure Schedule 5.13(a) lists as of the date of this Agreement (i) each Company Agreement that is material to the business, assets, liabilities, results of operation, operations or financial condition of the Company taken as a wholeCompany, and (ii) without regard to materiality, each of the following: (i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by the CompanyCompany or other Debt or any other Company Agreement relating thereto; (ii) any guaranty, direct or indirect, primary or secondary, by the Company of any obligation for borrowings borrowing or otherwise, excluding endorsements made for collection in the Ordinary Course; (iii) any Company Agreement made other than in the Ordinary Course; (iv) any Real Property Leases; (v) any Company Agreement providing for the grant of any preferential rights to purchase or lease any of the assets of the Company; (vvi) any Company Agreement providing for any obligation to register any Shares units of equity interests, Interests, shares of capital stock, other equity or other securities of the Company with the Securities and Exchange Commission or otherwise relating to such units of equity interests, Interests, shares of stock, other equity or other securities; (vivii) any Company Agreement providing for any obligation to make payments, contingent or otherwise, arising out of any prior merger with, or the prior acquisition of the business, assets or stock of of, other Persons; (viiviii) any Company Agreement that is a collective bargaining agreement with any labor union; (viiiix) any Company Agreement providing for any lease, operating lease or similar arrangement for the use by the Company of personal property involving payments of in excess of $15,000 25,000 per annum; (ixx) any Company Agreement to which any Insider is a Partyparty; (xxi) any Company Agreement with a term in excess of one year or providing for aggregate payments in excess of $15,000 25,000 individually or $30,000 100,000 for all such Company Agreements that are not otherwise listed on Schedule 5.13(a)in Section 2.12(a) of the Company Disclosure Schedule; (xixii) any Company Agreement that contains a non-competition provision relating to the business of the Company (or, at any time after the consummation of the Closing, Parent Buyer or any of its Affiliates) or any other Contract Company Agreement restricting the right of the Company (or, at any time after the consummation of the Closing, Parent Buyer or any of its Affiliates) to conduct business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas or lines of business, or that grants the other Party party or any third other Person "“most favored nation" status” status or any rights of exclusivity, or that requires the disposition of any asset or business of the Company; (xiixiii) any Company Agreement that is an Inbound IP Agreement or an Outbound IP Agreement, including any Contract to reprint, reproduce, archive, access or otherwise use any Deal Content providing for aggregate payments in excess of $15,000 per annum individually or that is otherwise material to the conduct of the business of the Company as currently conducted (but excluding Contracts for generally commercially available off-the-shelf Software (e.g., “shrink-wrap” or “click-wrap” license agreements relating to software desktop applications, etc.)); (xiv) any Company Agreement that is a partnership, joint venture or similar agreementContract; and (xiiixv) any Company Agreement relating to the acquisition or disposition of any business. (b) Copies of all written Company Agreements referred to on in Section 2.12(a) of the Company Disclosure Schedule 5.13(a) have been delivered made available to Parent Buyer prior to the date of this Agreement, and the Company Seller has prior to the date of this Agreement provided Parent with made available to Buyer accurate and complete written summaries of all such Company Agreements that are unwritten. (c) With such exceptions as, individually or in the aggregate, do not have, and are would not reasonably likely be expected to have, a Material Adverse Effect: (i) all of the Company Agreements are in full force and effect and are valid and binding on and enforceable against the Company in accordance with their terms and, to the Knowledge of Seller or the Company, on and against the other Parties parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law).; (ii) the Company is not, and, to the Knowledge of Seller or the Company, no other Party party to any Company Agreement is, in breach of, or default under, any Company Agreement and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a breach of, or default under, any Company Agreement.; (iii) the Company has not waived any right under any Company Agreement.Agreement that would result in additional liability to the Company beyond the express terms thereof or otherwise negatively impact the Company after the Closing; (iv) there are no unresolved disputes under any Company Agreement.; and (v) the Company has not given to or received from any other Person, at any time since May December 31, 20062009, any notice or other written communication regarding any actual, alleged, possible or potential alleged violation or breach or, or default under, any Company Agreement.

Company Agreements. (a) Schedule 5.13(a2.13(a) lists as of the date of this Agreement (i) each Company Agreement that is material to the business, assets, liabilities, results of operation, operations or operations, financial condition or EBITDA of the Company taken as a whole, and (ii) without regard to materiality, each of the following: (i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by the Company; (ii) any guaranty, direct or indirect, primary or secondary, by the Company of any obligation for borrowings or otherwise, excluding endorsements made for collection in the Ordinary Course; (iii) any Company Agreement made other than in the Ordinary Course; (iv) any Company Agreement providing for the grant of any preferential rights to purchase or lease any of the assets of the Company; (v) any Company Agreement providing for any obligation to register any Shares interests or other securities of the Company with the Securities and Exchange Commission or otherwise relating to such other securities; (vi) any Company Agreement providing for any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons; (vii) any Company Agreement that is a collective bargaining agreement with any labor union; (viii) any Company Agreement providing for any lease or similar arrangement for the use by the Company of personal property involving payments of in excess of $15,000 per annum; (ix) any Company Agreement to which any Insider is a Partyparty; (x) any Company Agreement with a term in excess of one year or providing for aggregate payments in excess of $15,000 or $30,000 for all 50,000 by the Company with respect to such Company Agreements that are not otherwise listed on Schedule 5.13(a2.13(a); (xi) any Company Agreement that contains a non-competition provision relating to the business of the Company (or, at any time after the consummation of the Closing, Parent Buyer or any of its Affiliates) or any other Contract restricting the right of the Company (or, at any time after the consummation of the Closing, Parent Buyer or any of its Affiliates) to conduct business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas or lines of business, or that grants the other Party party or any third Person "“most favored nation" ” status; (xii) any Company Agreement that is a partnership, joint venture or similar agreement; and (xiii) any Company Agreement relating to the acquisition or disposition of any business. (b) Copies of all written Company Agreements referred to on Schedule 5.13(a2.13(a) have been delivered to Parent Buyer prior to the date of this Agreement, and the Company has prior to the date of this Agreement provided Parent Buyer with accurate and complete written summaries of all such Company Agreements that are unwritten. (c) With such exceptions as, individually or in the aggregate, do not have, and are not reasonably likely to have, a Material Adverse Effect: (i) all All of the Company Agreements are in full force and effect and are valid and binding on and enforceable against the Company in accordance with their terms and, to the Knowledge of the Company, on and against the other Parties parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (ii) the The Company is not, and, to the Knowledge of the Company, no other Party party to any Company Agreement is, in breach of, or default under, any Company Agreement and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a breach of, or default under, any Company Agreement. (iii) the The Company has not waived any right under any Company Agreement. (iv) there There are no unresolved disputes under any Company Agreement. (v) the The Company has not given to or received from any other Person, at any time since May December 31, 2006, any notice or other written communication regarding any actual, alleged, possible or potential violation or breach or, or default under, any Company Agreement.

Company Agreements. (a) Schedule 5.13(a2.12(a) lists as of the date of this Agreement (i) each Company Agreement that is material to the business, assets, liabilities, results of operation, operations or operations, financial condition or prospects of the Company taken as a wholeCompany, and (ii) without regard to materiality, each of the following: (i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by the Company; (ii) any guaranty, direct or indirect, primary or secondary, by the Company of any obligation for borrowings or otherwise, excluding endorsements made for collection in the Ordinary Course; (iii) any Company Agreement made other than in the Ordinary Course; (iv) any Company Agreement providing for the grant of any preferential rights to purchase or lease any of the material assets of the Company; (v) any Company Agreement providing for any obligation to register any Shares equity interests or other securities of the Company with the Securities and Exchange Commission or otherwise relating to such equity interests or other securities; (vi) any Company Agreement providing for any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons; (vii) any Company Agreement that is a collective bargaining agreement with any labor union; (viii) any Company Agreement providing for any lease or similar arrangement for the use by the Company of personal property involving payments of in excess of $15,000 25,000 per annum; (ix) any Company Agreement to which any Insider is a Partyparty; (x) any Company Agreement with a term in excess of one year or providing for aggregate payments in excess of $15,000 or $30,000 for all such Company Agreements that are not otherwise listed on Schedule 5.13(a)25,000; (xi) any Company Agreement that contains a non-competition provision relating to the business of the Company (or, at any time after the consummation of the Closing, Parent Buyer or any of its Affiliates) or any other Contract restricting the right of the Company (or, at any time after the consummation of the Closing, Parent Buyer or any of its Affiliates) to conduct business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas or lines of business, or that grants the other Party party or any third Person "“most favored nation" ” status;, except as specifically indicated in the Settlement Agreement. (xii) any Company Agreement that is a partnership, joint venture or similar agreement; and (xiii) any Company Agreement relating to the acquisition or disposition of any business. (b) Copies of all written Company Agreements referred to on Schedule 5.13(a2.12(a) have been delivered to Parent Buyer prior to the date of this Agreement, and the Company Member has prior to the date of this Agreement provided Parent Buyer with accurate and complete written summaries of all such material Company Agreements that are unwritten. (c) With such exceptions as, individually or in the aggregate, do not have, and are would not be reasonably likely to have, a Material Adverse Effect: (i) all of the Company Agreements are in full force and effect and are valid and binding on and enforceable against the Company in accordance with their terms and, to the Knowledge of the CompanyMember, on and against the other Parties parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law).; (ii) the Company is not, and, to the Knowledge of the CompanyMember, no other Party party to any Company Agreement is, in breach of, or default under, any Company Agreement and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a breach of, or default under, any Company Agreement.; (iii) the Company has not waived any right under any Company Agreement.; (iv) there are no unresolved disputes under any Company Agreement.; and (v) the Company has not given to or received from any other Person, at any time since May 31, 2006, Person any notice or other written communication regarding any actual, alleged, possible or potential violation or breach or, or default under, any Company Agreement.

Company Agreements. (a) Schedule 5.13(a2.13(a) lists as of the date of this Agreement (i) each Company Agreement that is material to the businessBusiness, assets, liabilities, results of operation, operations or operations, financial condition or EBITDA of the Company Sellers taken as a whole, and (ii) without regard to materiality, each of the following: (i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by the Companyany Seller; (ii) any guaranty, direct or indirect, primary or secondary, by the Company any Seller of any obligation for borrowings or otherwise, excluding endorsements made for collection in the Ordinary Course; (iii) any Company Agreement made other than in the Ordinary Course; (iv) any Company Agreement providing for the grant of any preferential rights to purchase or lease any of the assets of the Companyany Seller; (v) any Company Agreement providing for any obligation to register any Shares interests or other securities of the Company any Seller with the Securities and Exchange Commission or otherwise relating to such other securities; (vi) any Company Agreement providing for any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other Persons; (vii) any Company Agreement that is a collective bargaining agreement with any labor union; (viii) any Company Agreement providing for any lease or similar arrangement for the use by the Company any Seller of personal property involving payments of in excess of $15,000 per annum; (ix) any Company Agreement to which any Insider is a Partyparty; (x) any Company Agreement with a term in excess of one year or providing for aggregate payments in excess of $15,000 or $30,000 for all 25,000 by any Seller with respect to such Company Agreements that are not otherwise listed on Schedule 5.13(a)2.9; (xi) any Company Agreement that contains a non-competition provision relating to the business of the Company Business (or, at any time after the consummation of the Closing, Parent Buyer or any of its Affiliates) or any other Contract restricting the right of the Company any Seller (or, at any time after the consummation of the Closing, Parent Buyer or any of its Affiliates) to conduct business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas or lines of business, or that grants the other Party party or any third Person "most favored nation" status; (xii) any Company Agreement that is a partnership, joint venture or similar agreement; and (xiii) any Company Agreement relating to the acquisition or disposition of any businessbusiness or any part of the Business. (b) Copies of all written Company Agreements referred to on Schedule 5.13(a) have been delivered to Parent prior Prior to the date of this Agreement, and the Sellers have provided to Buyer copies of all written Company has prior Agreements, each of which is referred to on Schedule 2.13(a), electronically by Buyer's access to the date of this Agreement provided Parent with Microsoft SharePoint virtual data room (the "Virtual Data Room"). Section ‎2.13(a) sets forth accurate and complete written summaries of all such Company Agreements that are unwritten. Buyer acknowledges that access to the Virtual Data Room is equivalent to receiving physical copies of all written Company Agreements. The Virtual Data Room is hosted by Rackspace and located on the Internet at xxxx://xxxx.xxxxxxxxx.xxx. A final copy of the Virtual Data Room will be placed on CD and distributed to Buyer on or before the Closing Date. (c) With such exceptions as, individually or in the aggregate, do not have, and are not reasonably likely to have, a Material Adverse Effect: (i) all All of the Company Agreements are in full force and effect and are valid and binding on and enforceable against the Company such Seller in accordance with their terms and, to the Knowledge of the CompanySellers, on and against the other Parties parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity (regardless of whether in equity or at law). (ii) the Company is Except as set forth on Schedule 2.13(c)(ii), Sellers are not, and, to the Knowledge of the CompanySellers, no other Party party to any Company Agreement is, in breach of, or default under, any Company Agreement and no event has occurred that, with the giving of notice or the lapse of time or both, would constitute a breach of, or default under, any Company Agreement. (iii) the Company has Sellers have not waived any right under any Company Agreement. (iv) there There are no unresolved disputes under any Company Agreement. (v) the Company has Sellers have not given to or received from any other Person, at any time since May July 31, 20062008, any notice or other written communication regarding any actual, alleged, possible or potential violation or breach orof, or default under, any Company Agreement.