Contracts and Agreements; Defaults. (a) Section 3.9(a) of the Disclosure Letter sets forth a list of any of the following written or (except as otherwise specified below) oral contracts, agreements and other instruments (the 'Material Contracts') entered into by Platinum or Platinum's Subsidiaries or by which Platinum or Platinum's Subsidiaries are bound, true and correct copies of each of which (or written summaries, in the case of oral contracts) have been delivered to NorthTech and/or its counsel:
(i) collective bargaining or similar labor agreements;
(ii) joint venture contract or agreement which has involved or is reasonably expected to involve a sharing of profits or losses in excess of $25,000 per annum with any other party;
(iii) (x) written contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan, other than written contracts relating to the engagement of any person as an actor, writer or translator copies of which have been previously provided to NorthTech, and (y) oral contract relating to the employment or engagement of any Person (whether as an employee, consultant or independent contractor) or any bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other similar Employee Benefit Plan which is not cancelable without penalty within 30 days;
(iv) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction or imposing a Lien on any asset;
(v) lease, conditional sales or other agreement pursuant to which Platinum or Platinum's Subsidiaries leases, has purchased or sold or holds possession of, but not title to, any real or personal property, whether as lessor, lessee, purchaser, PRO Transferor, bailee, pledgee or the like;
(vi) management, service, consulting or any other similar arrangement, or any non-competition agreement;
(vii) power of attorney granted by or to Platinum or Platinum's Subsidiaries;
(viii) contract not entered into in the ordinary course of business consistent with past practice which is not cancelable without penalty within 30 days;
(ix) sales representative agreements to which Platinum or Platinum's Subsidiaries is a party, regardless of amounts involved;
(x) any Contract relat...
Contracts and Agreements; Defaults. (a) Part A of Section 4.5 of the Lee Xxxclosure Letter contains a list of (i) all outstanding mortgages, indentures, notes, guarantees, installment obligations or other contracts or instruments evidencing or providing any Indebtedness to which Lee xx a party and which relate solely to the Business or by which it or any of its assets are bound and which relate solely to the Business, (ii) all outstanding contracts containing noncompetition covenants of Lee xxxch relate solely to the Business, (iii) all outstanding leases to which Lee xx a party and which relate solely to the Business or by which it is bound and which relate solely to the Business, (iv) all outstanding contracts of Lee xx sell assets, other than in the ordinary course of business, and which relate solely to the Business, (v) all collective bargaining agreements of Lee xxxh any labor union or other employee representative or a group of employees and which relate to the Business, (vi) any joint venture or partnership agreements to which Lee xx a party relating solely to the Business, and (vii) all other outstanding contracts to which Lee xx a party and which relate solely to the Business or by which it or any of its assets are bound and which relate solely to the Business, which require or are likely to require the payment by Lee xx an amount, or require Lee xx provide goods or services having a fair market value or aggregate sales price, of more than $10,000 per annum, except (1) contracts entered into in the ordinary course of business of Lee xxxt can be terminated by Lee xx 90 or fewer days' notice without penalty, (2) subscriptions to the Newspapers and contracts for advertising or commercial
Contracts and Agreements; Defaults. (a) Part A of Section 3.5 of the Liberty Disclosure Letter contains a list of (i) all outstanding mortgages, indentures, notes, guarantees, installment obligations or other contracts or instruments evidencing or providing any Indebtedness to which Liberty is a party and which relate solely to the Liberty Business or by which Liberty or any of its assets are bound and which relate solely to the Liberty Business, (ii) all outstanding contracts containing non-competition covenants of Liberty and which relate solely to the Liberty Business, (iii) all outstanding leases to which Liberty is a party and which relate solely to the Liberty Business or by which Liberty is bound and which relate solely to the Liberty Business, (iv) all outstanding contracts of Liberty to sell assets, other than in the ordinary course of business, and which relate solely to the Liberty Business, (v) all collective bargaining agreements of Liberty with any labor union or other employee representative or a group of employees and which relate solely to the Liberty Business, (vi) any joint venture or partnership agreements to which Liberty is a party relating solely to the Liberty Business, and (vii) all other outstanding contracts to which Liberty is a party and which relate solely to the Liberty Business or by which Liberty or any of its assets are bound and which relate solely to the Liberty Business, which require or are likely to require the payment by Liberty of an amount, or require Liberty to provide goods or services having a fair market value or aggregate sales price, of more than $10,000 per annum, except (1) contracts entered into in the ordinary course of business of Liberty that can be terminated by Liberty on 60 or fewer days' notice without penalty, (2) subscriptions to the Liberty Newspapers and contracts for advertising or commercial printing which Liberty entered in the ordinary course of business each involving aggregate amounts of less than $10,000 per annum, and (3) Liberty Excluded Assets. Liberty has delivered to Lee x xorrect and complete copy of each written agreement listed on Part A of Section 3.5 of the Liberty Disclosure Letter (the "Liberty Material Contracts").
(b) Except as set forth in Part B of Section 3.5 of the Liberty Disclosure Letter, (i) neither Liberty, nor, to the Knowledge of Liberty, any other party to any contract, lease, license or other agreement to which Liberty is a party or by which Liberty or any of the Liberty Acquired Assets are bound ...
Contracts and Agreements; Defaults. (a) Part A of Section 4.5 of the Holdings Disclosure Letter contains a list of (i) all outstanding mortgages, indentures, notes, guarantees, installment obligations or other contracts or instruments evidencing or providing any Indebtedness to which Holdings is a party and which relate primarily to the Holdings Business or by which it or any of its assets are bound and which relate primarily to the Holdings Business, (ii) all outstanding contracts containing non-competition covenants of Holdings which relate primarily to the Holdings Business, (iii) all outstanding leases to which Holdings is a party and which relate primarily to the Holdings Business or by which it is bound and which relate primarily to the Holdings Business, (iv) all outstanding contracts of Holdings to sell assets, other than in the ordinary course of business, and which relate to the Holdings Business, (v) all collective bargaining agreements of Holdings with any labor union or other employee representative or a group of employees and which relate to the Holdings Business, (vi) any joint venture or partnership agreements to which Holdings is a party relating to the Holdings Business, and (vii) all other outstanding contracts to which Holdings is a party and which relate to the Holdings Business or by which it or any of its assets are bound and which relate to the Holdings Business, which require or are likely to require the payment by Holdings of an amount, or require Holdings to provide goods or services having a fair market value or aggregate sales price, of more than $10,000 per annum, except (1) contracts entered into in the ordinary course of business of Holdings that can be terminated by Holdings on 30 or fewer days' notice without penalty, (2) contracts for advertising with Holdings entered in the ordinary course of business, and (3) Holdings Excluded Assets. Holdings has delivered to Liberty Sub a correct and complete copy of each written agreement listed on Part A of Section 4.5 of the Holdings Disclosure Letter (the "Holdings Material Contracts").
(b) Except as set forth in Part B of Section 4.5 of the Holdings Disclosure Letter, (i) neither Holdings, nor, to the Knowledge of Holdings, any other party to any contract, lease, license or other agreement to which Holdings is a party or by which Holdings or any of the Holdings Acquired Assets are bound (other than contracts, licenses, leases or other agreements that constitute Holdings Excluded Assets) is in material breach of or ...
Contracts and Agreements; Defaults. Set forth in Part A of Section 2.8 of the Disclosure Letter is a list, as of the date of this Agreement, of (i) all outstanding mortgages, indentures, notes, installment obligations or other contracts or instruments to which either Company or any Company Subsidiary is a party evidencing or providing for any borrowing of money by either Company other than capitalized lease obligations and other than any such indebtedness between Seller's Parent, Seller or any of their respective Subsidiaries (other than the Companies and the Company Subsidiaries), on the one hand, and either Company or any Company Subsidiary, on the other hand, (ii) all outstanding guaranties by either Company or any Company Subsidiary of any obligation of another Person for borrowings, excluding endorsements made for collection in the ordinary course of business, (iii) all outstanding contracts containing non-competition covenants of either Company or any Company Subsidiary, (iv) all outstanding real property leases to which either Company or any Company Subsidiary is a party involving obligations of more than $100,000 per annum, (v) the top 200 customers of the Companies and the Company Subsidiaries during 1996 in terms of revenue generated during 1996, which such customers had contracts with any of the Companies or the Company Subsidiaries during 1996, (vi) each data, content supply, or reseller contract which generated revenues during 1996 for the Companies and the Company Subsidiaries of at least $1,000,000, and (vii) all joint venture agreements to which any Company or any Company Subsidiary is a party, (viii) each other outstanding contract to which either Company or any Company Subsidiary is a party which requires or is likely to require the payment by either Company or any Company Subsidiary, as the case may be, in any 12-month period commencing on the date of this Agreement of an amount, or requires either Company or any Company Subsidiary, as the case may be, to provide in any 12-month period commencing on the date of this Agreement goods or services having a fair market value or aggregate sales price, of more than $500,000, except (A) contracts to provide information or other services or products offered by either Company or any Company Subsidiary, (B) data or content supply contracts, or (C) contracts entered into in the ordinary course of business of either Company or any Company Subsidiary that can be terminated by either Company or any Company Subsidiary, as the case may be,...
Contracts and Agreements; Defaults. Set forth in Part A of SECTION 2.9 OF THE DISCLOSURE SCHEDULE is a list, as of the date of this Agreement, of (i) all outstanding mortgages, indentures, notes, installment obligations or other contracts or instruments to which any of the Companies or Included Entities is a party evidencing or providing for any borrowing of money by any of the Companies or Included Entities (except as such borrowings relate to intercompany payables or intercompany receivables), (ii) all outstanding guaranties by any of the Companies or Included Entities of any obligation of another Person for borrowings, excluding endorsements made for collection in the ordinary course of business, (iii) all outstanding contracts containing non-competition covenants of any of the Companies or Included Entities, (iv) all outstanding leases to which any of the Companies or Included Entities is a party involving obligations of more than $100,000 per annum and (v) each other outstanding contract to which any of the Companies or Included Entities is a party which was not entered into in the ordinary course of business or which requires or is likely to require the payment by any of the Companies or Included Entities in any future 12-month period of an amount, or requires any of the Companies or Included Entities to provide in any future 12-month period goods or services having a fair market value or aggregate sales price, of more than $250,000. Except as set forth in Part B of SECTION 2.9 OF THE DISCLOSURE SCHEDULE or for such breaches, defaults or events as have not had and are not reasonably likely to have a
Contracts and Agreements; Defaults. (a) Section 3.8(a) of the Company Disclosure Letter lists, as of the date of this Agreement, all Company Contracts of the types described below (the “Material Contracts”):
(i) any such Company Contract involving annual payments made to or from any Company or Company Subsidiary of $150,000 or more in the 12-month period ending September 30, 2015 or that, by its terms require payments of $150,000 or more over the 12- month period commencing on January 1, 2015, except commitments which may be terminated without liability or penalty by such Company or Company Subsidiary that is a party thereto on not more than thirty (30) days’ notice;
(ii) any such Company Contract relating to an acquisition or disposition of any business of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);
(iii) any such Company Contract under which any Company or Company Subsidiary has: (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Funded Indebtedness in excess of $100,000, individually or in the aggregate; (B) granted a Lien on its assets to secure Funded Indebtedness in excess of $100,000, individually or in the aggregate; or (C) extended credit to any Person, in each case, in an amount in excess of $100,000 of committed credit;
(iv) any such Company Contract relating to capitalized lease obligations, or the deferred purchase price of property, conditional sales or operating leases, except, in each case, any such Company Contract with an aggregate outstanding principal amount (or, in the case of any operating lease, an annual lease payment) not exceeding $100,000 (whether a Company or Company Subsidiary is a lessor or lessee);
(v) any such Company Contract containing any provision or covenant prohibiting or limiting the ability of any Company or Company Subsidiary to engage in any business activity (in any geographic region or otherwise) or to compete with any Person or creating any material exclusive relationship involving any of the Companies or Company Subsidiaries;
(vi) any such Company Contract that creates, or obligates any Company or Company Subsidiary to participate in, any joint venture, limited liability company, partnership or shareholders agreement;
(vii) any such Company Contract under which any Company or Company Subsidiary is obligated to sell or lease personal property (excluding sales of items of inventory in the Ordinary Course of Business) to another Person having a value in ...
Contracts and Agreements; Defaults. (a) Part A of Section 3.5 of the Triple Disclosure Letter contains a list of (i) all outstanding mortgages, indentures, notes, guarantees, installment obligations or other contracts or instruments evidencing or providing any Indebtedness to which Triple or Triple Sub is a party and which relate primarily to the Triple Sub Business or by which Triple or Triple Sub or any of its assets are bound and which relate primarily to the Triple Sub Business, (ii) all outstanding contracts containing non-competition covenants of Triple or Triple Sub and which relate primarily to the Triple Sub Business, (iii) all outstanding leases to which Triple or Triple Sub is a party and which relate primarily to the Triple Sub Business or by which Triple or Triple Sub is bound and which relate primarily to the Triple Sub Business, (iv) all outstanding contracts of Triple or Triple Sub to sell assets, other than in the ordinary course of business, and which relate to the Triple Sub Business, (v) all collective bargaining agreements of Triple or Triple Sub with any labor union or other employee representative or a group of employees and which relate to the Triple Sub Business, (vi) any joint venture or partnership agreements to which Triple or Triple Sub is a party relating to the Triple Sub Business, and (vii) all other outstanding contracts to which Triple or Triple Sub is a party and which relate to the Triple Sub Business or by which Triple or Triple Sub or any of its assets are bound and which relate to the Triple Sub Business, which require or are likely to require the payment by Triple or Triple Sub of an amount, or require Triple or Triple Sub to provide goods or services having a fair market value or aggregate sales price, of more than $10,000 per annum, except (1) contracts entered into in the ordinary course of business of Triple or Triple Sub that can be terminated by Triple or Triple Sub on 30 or fewer days’ notice without penalty, (2) contracts for advertising with Triple or Triple Sub entered in the ordinary course of business, and (3) Triple Sub Excluded Assets. Triple or Triple Sub has delivered to Holdings a correct and complete copy of each written agreement listed on Part A of Section 3.5 of the Triple Disclosure Letter (the “Triple Material Contracts”).
(b) Except as set forth in Part B of Section 3.5 of the Triple Disclosure Letter, (i) neither Triple, Triple Sub, nor, to the Knowledge of Triple Sub, any other party to any contract, lease, license or other ag...
Contracts and Agreements; Defaults. (a) Section 3.9(a) of the Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of all Contracts of the types described below (the “Material Contracts”):
(i) any Contract involving annual payments to or from Worldspan or any of its Subsidiaries of $750,000 or more, except (x) commitments which may be terminated without liability or penalty by Worldspan or any of its Subsidiaries on not more than 30 days’ notice and (y) Contracts with subscribers or travel suppliers;
(ii) any Contract relating to an acquisition by Worldspan or any of its Subsidiaries of a business for consideration in excess of $3,000,000 and under which there remain any material unperformed obligations;
(iii) any Contract relating to indebtedness for borrowed money (whether incurred, assumed, guaranteed or secured by any asset);
(iv) any Contract relating to capitalized lease obligations or the deferred purchase price of property (whether incurred, assumed, guaranteed or secured by any asset), or operating leases (collectively, “Capitalized or Operating Leases”), except Capitalized or Operating Leases with an aggregate outstanding principal amount (or, in the case of any operating lease, an annual lease payment) not exceeding $1,000,000, individually, or $5,000,000 for all Capitalized or Operating Leases not disclosed on Schedule 3.9(a) of the Disclosure Letter;
(v) any Contract containing any provision or covenant (A) prohibiting or limiting the ability of Worldspan or any of its Subsidiaries to engage in any business activity (in any geographic region or otherwise) or to compete with any Person or (B) prohibiting the ability of Worldspan or any of its Subsidiaries to market or sell Worldspan products or services to any Travel Agencies, Travel Vendors or corporate travel departments, except, in the case of clause (B), Contracts that are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect;
(vi) any Contract that creates or obligates Worldspan or any of its Subsidiaries to participate in any joint venture, limited liability company, partnership agreement or other similar arrangement (A) where the initial investment by Worldspan or any of its Subsidiaries exceeded $2,000,000 or (B) which involves any additional obligation of Worldspan or any of its Subsidiaries after the date of this Agreement to acquire any capital stock or other equity securities of, or to invest in or loan funds to, any single Person in excess of $...
Contracts and Agreements; Defaults. (a) Part A of Section 4.5 of the Lee Xxxclosure Letter contains a list of: (i) all outstanding mortgages, indentures, notes, guarantees, installment obligations or other contracts or instruments evidencing or providing any Indebtedness to which Lee xx a party and which relate solely to the Lee Xxxiness or by which it or any of its assets are bound and which relate solely to the Lee Xxxiness; (ii) all outstanding contracts containing noncompetition covenants of Lee xxxch relate solely to the Lee Xxxiness; (iii) all outstanding leases to which Lee xx a party and which relate solely to the Lee Xxxiness or by which it is bound and which relate solely to the Lee Xxxiness; (iv) all outstanding contracts of Lee xx sell assets, other than in the ordinary course of business, and which relate solely to the Lee Xxxiness; (v) all collective bargaining agreements of Lee xxxh any labor union or other employee representative or a group of employees and which relate to the Lee Xxxiness; (vi) any joint venture or partnership agreements to which Lee xx a party relating solely to the Lee Xxxiness; and (vii) all other outstanding contracts to which Lee xx a party and which relate solely to the Lee Xxxiness or by which it or any of its assets are bound and which relate solely to the Lee Xxxiness, which require or are likely to require the payment by Lee xx an amount, or require Lee xx provide goods or services having a fair market value or aggregate sales price, of more than $10,000 per annum, except (1) contracts entered into in the ordinary course of business of Lee xxxt can be terminated by Lee xx 60 or fewer days' notice without penalty, (2) subscriptions to the Lee Xxxspapers and contracts for advertising or commercial printing which Lee xxxered in the ordinary course of business each involving aggregate amounts of less than $10,000 per annum, and (3) Lee Xxxluded Assets. Lee xxx delivered to Liberty a correct and complete copy of each written agreement listed on Part A of Section 4.5 of the Lee Xxxclosure Letter (the "Lee Xxxerial Contracts").
(b) Except as set forth in Part B of Section 4.5 of the Lee Xxxclosure Letter, (i) neither Lee, xxr, to the Knowledge of Lee, xxy other party to any contract, lease, license or other agreement to which Lee xx a party or by which Lee xx any of the Lee Xxxuired Assets are bound (other than contracts, licenses, leases or other agreements that constitute Lee Xxxluded Assets and do not relate solely to the Lee Xxxiness) is in material b...
