Company Schedule 3 Clause Samples
The 'Company Schedule 3' clause serves as a reference to a specific schedule or appendix attached to the main agreement, detailing particular information or obligations related to the company. This schedule may include lists of assets, liabilities, contracts, or other disclosures pertinent to the company's operations or status at the time of the agreement. By incorporating this schedule, the clause ensures that all relevant company details are clearly documented and form part of the contractual understanding, thereby reducing ambiguity and supporting due diligence.
Company Schedule 3. 6(a) hereto provides a list of each of the following, if any, which is sponsored, maintained or contributed to by the Company for the benefit of the employees or agents of the Company, which has been so sponsored, maintained or contributed to at any time during the Company’s existence or with respect to which the Company has or may have any actual or contingent liability:
(i) each “employee benefit plan,” as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA) (each a “Plan” and collectively referred to herein as “Plans”); and
(ii) each material personnel policy, employee manual or other written statement of rules or policies concerning employment, collective bargaining agreement, equity compensation plan, phantom equity plan or arrangement, bonus plan or arrangement, incentive award plan or arrangement, vacation and sick leave policy, severance pay policy or agreement, change in control plan or arrangement, deferred compensation plan or arrangement, consulting agreement, employment contract and each other material employee benefit plan, agreement, arrangement, program, practice or understanding, whether written or unwritten, which is not described in Section 3.6(a)(i), including any compensation arrangement with any Seller or its Affiliates, whether relating to the transactions contemplated hereby or otherwise (each a “Benefit Program or Agreement” and collectively referred to herein as “Benefit Programs or Agreements”).
Company Schedule 3. 21(c) hereto contains a true and complete listing, including location, of each individual paid by the Company as an independent contractor rather than an employee, and total compensation for services in excess of Fifty Thousand Dollars ($50,000) during the period from January 1, 2015 through December 31, 2016 (“Independent Contractors”). The Company has completed IRS Form SS-8 with respect to any Independent Contractor and, to the Knowledge of the Company, no Independent Contractor has completed IRS Form SS-8 with respect to the Company. Except as set forth in Company Schedule 3.21(c), no current employee of the Company was treated at any time since January 1, 2015 as an Independent Contractor of the Company. Except as set forth on Company Schedule 3.21(c), no Independent Contractor has canceled or terminated in writing or made any written threat to the Company to cancel or otherwise terminate his, her or its relationship with the Company, or to materially change the pricing or other terms applicable to his, her or its sale or provision of services to the Company, or materially reduce his, her or its business relationship with the Company other than in accordance with the Contract, if any, by which such Independent Contractor is engaged by the Company.
Company Schedule 3. 14(h) lists all current Independent Contractors and current employees who have created any material portion of Company Owned Intellectual Property other than employees of Company who meet all of the following requirements: (i) their work in any Product, Technology, or Service was created by them entirely within the scope of their engagement or employment by Company, (ii) their copyrightable work product in any Product, Technology, or Service is owned by Company, and (iii) any inventions of such Persons that are included or implemented in any Company Product, Technology, or Service have been validly assigned to Company.
Company Schedule 3. 15(a) lists, as of the date hereof, each of the following types of Contracts to which a Group Company is a party or by which any of its assets or properties is bound and which are currently in effect (collectively, such Contracts that are listed or are required to be listed on Company Schedule 3.15(a), the “Material Contracts”).
(i) all Contracts, other than Plans, that require annual payments or expenses incurred by, or annual payments or income to, a Group Company of $500,000 or aggregate payments or expenses or aggregate payments or income of $1,000,000 or more;
(ii) all sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and agreements that require the payment of any commissions by a Group Company in excess of $500,000 annually;
(iii) all Contracts creating a joint venture, strategic alliance, limited liability company or partnership arrangement;
(iv) all Contracts relating to any acquisitions or dispositions of assets by a Group Company (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practice);
(v) all Contracts under which a Group Company is granted a license or right by others in or under any Intellectual Property, other than (A) “shrink wrap” or other “click-wrap” licenses granting nonexclusive rights to use uncustomized off-the-shelf software or hosted services that is generally commercially available to the public on standard nondiscriminatory terms with license, maintenance, support, and other fees less than $500,000 per year, (B) agreements where any license of Intellectual Property is incidental to such agreement, such as licenses to use feedback and suggestions and licenses authorizing the use of brand materials for marketing purposes, (C) employee, contractor, and consulting agreements entered into in the ordinary course of business, substantially in the form of the Company’s or its Subsidiaries’ standard forms, copies of which have been provided to Roman, and (D) non-disclosure agreements entered into in the ordinary course of business consistent with past practice;
(vi) all Contracts under which a Group Company has granted a license or right to a third party to any Intellectual Property, other than (A) agreements where any license of Intellectual Property is incidental to such agreement, such as (I) licenses to use feedback and suggestions, and (II) licenses authorizing the use of brand materials for marketing purposes, ...
Company Schedule 3. 09(a) contains a true and complete list of all registered Company Intellectual Property owned or purported to be owned by the Company or Company Subsidiaries as of the date hereof (collectively, “Company Registered IP”). The Company or Company Subsidiaries own the Company Registered IP free and clear of all mortgages, pledges, charges, liens, equities, security interests, or other encumbrances other than Permitted Liens.
Company Schedule 3. 15(h) contains a list and description of (i) all Software that constitutes Owned Intellectual Property (“Proprietary Software”) and (ii) all other Software, other than Commercial Software, that is licensed to or used by the Company or a Subsidiary pursuant to an Inbound License (“Third Party Software”). The Company and its Subsidiaries have maintained proprietary notices, confidentiality and non-disclosure agreements and such other measures as are reasonably designed to protect the Intellectual Property contained therein or relating thereto. Except as listed in Company Schedule 3.15(h): (i) the Proprietary Software includes the Source Code Materials reasonably necessary to develop, maintain, support, compile and deploy all releases or separate versions of the same; (ii) the Proprietary Software includes Source Code Materials that are reasonably necessary for the hosting, operation and/or use of such
Company Schedule 3. 19(a) sets forth a list of all “employee pension benefit plans” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974 (“ERISA”)) (“Company Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) and all other material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical and other plans, arrangements or understandings (collectively, “Company Benefit Plans”) maintained, or contributed to, by the Company or any Company ERISA Affiliate for the benefit of any current or former employees, directors, and/or independent contractors of the Company or any Company Subsidiary. The Company has made available to Parent copies of (i) the most recent version of each Company Benefit Plan and any amendments made thereto, (ii) the three most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Benefit Plan or equivalent filing in any relevant jurisdiction (if any such report was required) and all attachments thereto, (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required; (iv) each trust agreement and group annuity contract relating to any Company Benefit Plan; (v) the nondiscrimination testing results for the last three plan years for each Company Benefit Plan that is subject to nondiscrimination testing under ERISA and/or the Code; and (vi) the most recent Internal Revenue Service favorable determination or opinion letter for each such Company Benefit Plan that is intended to qualify under Section 401(a) of the Code.
Company Schedule 3. 02(b) sets forth a true and complete list of all capital stock, membership interests, partnership interests, joint venture interests and other Equity Interests in any Person (other than a Company Subsidiary) owned as of the date hereof, directly or indirectly, by the Company or any Company Subsidiary.
Company Schedule 3. 16(n) contains a list and description (showing in each case the registered or other owner) of all Social Media Assets used by any member of the Company Group. The use of such Social Media Assets by each member of the Company Group complies with and has complied with all terms and conditions, terms of use, subscription agreements and other agreements and contracts applicable to such Social Media Assets and all Laws.