Contracts and Customers. 14.1 The Company is not, a party to any contract, transaction, or arrangement which:
14.1.1 is a contract of an unusually or abnormally onerous nature, or outside the ordinary and proper course of business;
14.1.2 is otherwise than by way of bargain at arm's length;
14.1.3 is of a long-term nature (that is, unlikely to have been fully performed, in accordance with its terms, more than six months after the date on which it was entered into or undertaken);
14.1.4 is considered by the Warrantors to be likely to result in a loss to the Company;
14.1.5 cannot based on the Company's existing capability readily be fulfilled or performed by the Company on time or without undue or unusual expenditure of money or effort;
14.1.6 involves payment by or to the Company by reference to fluctuations in the index of retail prices, or any other index, or in the rate of exchange for currency;
14.1.7 provides for payment to or by the Company in any currency other than Sterling;
14.1.8 is a forward contract or option for the sale or purchase of any commodity or currency;
14.1.9 involves or is likely to involve an aggregate consideration payable by the Company in excess of 100,000 or involves the supply of goods and services by the Company with a net sales value in excess of 75,000;
14.1.10 restricts its freedom to engage in any activity or business or confines its activity or business to a particular place;
14.1.11 is a guarantee or contract of indemnity by virtue of which it is under any actual or contingent liability;
14.1.12 by reason of the sale of the Shares or any provision of this Agreement, gives any other contracting party the right to terminate or vary the contract or create or increase any obligation or liability of the Company;
14.1.13 is a distributorship or agency contract or arrangement whether or not legally binding;
14.1.14 means that the Company is, or has agreed to become, a member of any joint venture, consortium or partnership or other unincorporated association;
14.1.15 involves the Company in any actual or contingent liability in respect of property which it has previously occupied or in which it had an interest including without limitation in respect of any leasehold land assigned or disposed of by it;
14.1.16 involves the Company in the payment of a finder's fee or commission relating to the sale of the Shares; or
14.1.17 requires the consent of any third party to the sale of the Shares.
14.2 The Company is not party to any contract where:
14.2.1 notic...
Contracts and Customers. (a) For purposes of this Agreement, “Company Material Contract” shall mean any of the following Contracts:
Contracts and Customers. Schedule 2.1(a)(i) sets forth a full, complete and accurate list of all Web Site Contracts and the radio station call letters for the Customers who are parties thereto. Schedule 2.1(a)(i) also includes Customer CUME numbers for each Web Site Contract Customer that are based on third party sources identified in Schedule 2.1
(i) Except where indicated as estimates, Schedule 2.1(a)(i) accurately reflects the third party information used by OnRadio to prepare the Schedule. Schedule 2.1(a)(ii) sets forth a full, complete and accurate list of all Streaming Media Contracts and the radio station call letters for the Customers who are parties thereto. Schedule 2.1(a)(ii) also includes Customer CUME numbers for each Streaming Contract Customer that are based on third party sources identified in Schedule 2.1 (a)(ii). Except where indicated as estimates, Schedule 2.1(a)(ii) accurately reflects the third party information used by OnRadio to prepare the Schedule. OnRadio has delivered to Global true and complete copies of all the Contracts, together with all amendments. Except as set forth in Schedule 3.7, (i) all of the Contracts are fully enforceable according to their terms, (ii) neither OnRadio nor any other person is in breach or violation of, or in default under, any of the Contracts, (iii) the execution and delivery of this Agreement and the Supplemental Documents and the consummation of the transactions contemplated by this Agreement and the Supplemental Documents will not constitute a default or breach under any of the Contracts, (iv) the execution and delivery of this Agreement and the Supplemental Documents and the consummation of the transactions contemplated by this Agreement and the Supplemental Documents will not give rise to any consent requirement under any of the Contracts, (v) no party to any of the Contracts has given OnRadio notice of its intention to cancel, terminate or fail to renew a Contract or to otherwise cease doing business with OnRadio.
Contracts and Customers. 11.1 The Contracts are the only contracts outstanding in respect of the Business and the terms of all the Contracts are set out in the Disclosure Letter.
11.2 The Vendor is not party to any Contract where notice of termination has been given or received by the Vendor or which the Vendor has reason to believe may be terminated (or not renewed on any renewal date or the expiry of a fixed term) by any other party to it.
11.3 The Vendor is not in breach of any Contract, and so far as the Vendor is aware no other party is in breach of any Contract, and to the knowledge, information and belief of the Vendor there are no grounds existing at the Transfer Date for the termination, rescission, avoidance or repudiation of any Contract by the Vendor or any other party to any Contract.
11.4 No offer, quote or tender given or made by the Vendor in relation to the Business on or before the date of this Agreement is capable of giving rise to a contract by the unilateral act of a third party.
11.5 The Vendor has not waived nor has any other party waived its rights under the Contracts.
11.6 In the period of twelve months prior to the date of this Agreement, no substantial customer or supplier (in each case attributing more than 5% of revenue or expenditure in the last financial year (as the case may be) of the Business:
11.6.1 has ceased to trade with the Business;
11.6.2 has materially reduced the amount of business which it carries on with the Business; or
11.6.3 has materially changed the terms on which it carries on trade with the Business, and no indication has been received by the Vendor that there will or may be any such cessation, reduction or change.
11.7 In the 12 month period prior to the Transfer date there have been no arrangements and understandings (whether legally enforceable or not) between the Vendor and any person connected with the Vendor relating to the management or operation of the Business or the letting of any of the Assets or the provision of finance, goods, services or other facilities to or by the Vendor or otherwise in any way relating to the Business or the Assets.
Contracts and Customers. 5 3.9 Litigation ...................................................... 6 3.10 Title to Assets; Liens .......................................... 6 3.11 Absence of Undisclosed Liabilities .............................. 6 3.12 The Buyer's IPO ................................................. 6 3.13
Contracts and Customers. Neither the Company nor any Subsidiary nor, to the best knowledge of the Seller and the Shareholders, any other party, is, or with the giving of notice or the passage of time will be, in breach or default under any contract or agreement, oral or written, to which the Company or any Subsidiary is bound, except for any such breach or default which could not reasonably be expected to have a material adverse effect on the Company or any Subsidiary. Since December 31, 1996, no customer of the Company or any subsidiary has terminated its relationship with, or had decreased materially its purchases from, the Company or any Subsidiary, and no Shareholder, the Company or any Subsidiary has received any notice or has any reason to believe that any customer of the Company or any Subsidiary intends to terminate its relationship with or materially decrease its purchase from the Company or any Subsidiary.
Contracts and Customers. 3 3.7 Litigation..................................................
Contracts and Customers. To the best knowledge of the Shareholder, neither the Company nor any Subsidiary is in breach or default under any contract or agreement which the Company or any Subsidiary is bound, except for any such breach or default which could not reasonably be expected to have a material adverse effect on the Company or any Subsidiary.
Contracts and Customers. (a) Schedule 3.12(a) contains a complete and accurate list of all material contracts, commitments, leases, instruments, agreements, written or oral, which are necessary for the operations of the Business as currently operated by the Seller (the "Contracts"). The Buyer shall succeed to the Seller's rights, and assume the Seller's obligations, under the Contracts (as Assumed Contracts) as of Closing. The Seller has made available to the Buyer true, complete and correct copies of all the Contracts. Seller has made available to the Buyer a list of all customers of the Business. Seller has made available to the Buyer all pertinent information relating to such customers.
(b) Each Contract, is valid and binding on the Seller and is in full force and effect and is not subject to any default of any material provision thereunder by any party obligated to the Seller pursuant thereto. The Seller has obtained all necessary consents, waivers and approvals of parties to any Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are required by the terms of such Contracts ("Third Party Consents"). All Third Party Consents are listed on Schedule 3.12(b).
(c) Schedule 3.12(c) sets forth a complete and accurate list of all Significant Customers and Significant Suppliers. For purposes of this Agreement, "Significant Customers" are the ten (10) customers that have effected the largest aggregate amount of purchases, in dollar terms, from the Business during the nine-month ended September 30, 2000, and "Significant Suppliers" are the ten (10) suppliers who supplied the largest amount by dollar volume of school supply, equipment and/or furniture products to the Business during the nine-month ended September 30, 2000.
Contracts and Customers. None of the contracts of the Company is terminable as the result of, or requires the consent or other approval of any other Person with respect to or as a result of, the transactions contemplated by this Agreement. The Company is in compliance in all material respects under all leases, licenses, agreements, contracts, permits, plans, and commitments by which any of its properties or assets is bound and no event has occurred that constitutes a material violation or material breach of or a material default (with the passage of time or the giving of notice or both) in respect of any thereof, and each of the other parties thereto or bound thereby has performed all the obligations required to be performed by it to date and is not in default thereunder. Stockholder does not know or have reason to know that any material client or customer intends to terminate its relationship with the Company as a result of the sale of Stock or any of the related transactions.
