Common use of Contracts and Proposals Clause in Contracts

Contracts and Proposals. (i) Schedule 6(z) (i) annexed hereto contains (A) a complete and correct list of all agreements, contracts, licenses, commitments and other instruments and arrangements (whether written or oral) by which each of the Company with respect to the Company's Video Business and the Subsidiary is bound, including but not limited to sales representation and distribution agreements (collectively, the "Contracts"), (B) the written anticipated revenues and costs for each written or oral Contract and scheduled completion dates with respect to each job that is yet to be completed and the Company has no reason to believe that any of such jobs will not be completed and (C) a list of all outstanding proposals, or other writings prepared in an effort to obtain business, prepared by the Company with respect to the Company's Video Business or the Subsidiary, or on either of their behalf, and forwarded to prospective clients or customers (the "Proposals"). (ii) The Company has delivered to Purchaser complete and correct copies of all written Contracts, together with all amendments thereto, including (A) an accurate descriptions of all material terms of all oral Contracts and (B) all Proposals, set forth or required to be set forth in Schedule 6(z)(i) hereto. (iii) All Contracts are in full force and effect and enforceable against each party thereto. There does not exist under any Contract any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company or the Subsidiary, as the case may be, or any other party thereto except as set forth in Schedule 6(z)(i) annexed hereto and except for such events or conditions that, individually and in the aggregate, (A) has not had or resulted in, and will not have or result in a default or an event which, after notice or lapse of time, or both, would constitute a default or result in a right to accelerate a loss of right (a "Material Adverse Effect") and (B) has not and will not materially impair the ability of the Company or the Subsidiary, as the case may be, to perform its obligations under this Agreement and under the Company's Related Agreements. None of existing or completed Contracts of the Company with respect to the Company's Video Business or the Subsidiary, as the case may be, are subject to renegotiation with any governmental body. Except as set forth in Schedule 6(z)(i), and except as provided for by Italian law as set forth on Schedule 6(z)(i), no consent of any third party is required under any Contract as a result of or in connection with, and the enforceability of any Contract will not be affected in any manner by, the execution, delivery and performance of this Agreement or any of the Company's Related Agreements or the consummation of the transactions contemplated thereby. (iv) Except as set forth on Schedule 6(z)(iv), neither the Company nor the Subsidiary has outstanding power of attorney in favor of any party relating to either the Company's Video Business or the Subsidiary.

Contracts and Proposals. (i) Schedule 6(z) (i) annexed hereto contains (A) a complete and correct list of all agreements, contracts, licenses, commitments and other instruments and arrangements (whether written or oral) by which each of the Company with respect to the Company's Video Business and the Subsidiary Seller is bound, including but not limited to sales representation and distribution agreements bound (collectively, the "Contracts"), ) and (B) the written anticipated revenues and costs for each written or oral Contract and scheduled completion dates with respect to each job that is yet to be completed and the Company has no reason to believe that any of such jobs will not be completed and (C) a list of all outstanding written proposals, or other writings prepared in an effort to obtain business, prepared by the Company with respect to the Company's Video Business or the SubsidiarySeller, or on either of their Seller's behalf, and forwarded to prospective clients or customers (the "Proposals"). (ii) The Company Seller has delivered to Purchaser complete and correct copies of all written Contracts, together with all amendments thereto, including (A) an accurate descriptions description of all material terms of all oral Contracts and (B) all Proposals, set forth or required to be set forth in Schedule 6(z)(i6(z) hereto. (iii) All Except as set forth on Schedule 6(z), all Contracts are in full force and effect and enforceable against each party thereto. There To the actual knowledge of Seller and the Shareholder, there does not exist under any Contract any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company or the Subsidiary, as the case may be, Seller or any other party thereto except as set forth in Schedule 6(z)(i6(z) annexed hereto and except for such events or conditions that, individually and in the aggregate, (A) has not had or resulted in, and will not have or result in a default or an event which, after notice or lapse of time, or both, would constitute a default or result in a right to accelerate a loss of right (a "Material Adverse Effect") and (B) has not and will not materially impair the ability of the Company or the Subsidiary, as the case may be, Seller to perform its obligations under this Agreement and under the CompanySeller's Related Agreements. None of Seller's existing or completed Contracts of the Company with respect to the Company's Video Business or the Subsidiary, as the case may be, are is subject to renegotiation with any governmental body. Except as set forth in Schedule 6(z)(i), and except as provided for by Italian law as set forth on Schedule 6(z)(i6(z), no consent of any third party is required under any Contract as a result of or in connection with, and the enforceability of any Contract will not be affected in any manner by, the execution, delivery and performance of this Agreement or any of the CompanySeller's Related Agreements or the consummation of the transactions contemplated thereby. (iv) Except as set forth on Schedule 6(z)(iv), neither the Company nor the Subsidiary Seller has no outstanding power of attorney in favor of any party relating to either the Company's Video Business or the SubsidiarySeller.

Contracts and Proposals. (i) Schedule 6(z) (i) annexed hereto contains (A) a complete and correct list of all agreements, contracts, licenses, commitments and other instruments and arrangements (whether written or oral) by which each of the Company with respect is bound other than those which (1) are terminable by the Company on thirty (30) days' notice without penalty and do not relate to the Company's Video Business and business (as opposed to services provided to the Subsidiary is boundCompany), including but not limited to sales representation and distribution agreements or (collectively, 2) require annual payments of less than $10,000 singly or $100,000 in the aggregate ("Contracts"), (B) the written anticipated revenues and costs for each written or oral Contract and scheduled completion dates with respect to each job that is yet to be completed and the Company has and Sellers have no reason to believe that any of such jobs will not be completed and (C) a list dated October 29, 1996 of all material outstanding proposals, or other writings prepared in an effort to obtain business, prepared by the Company with respect to Company, or on the Company's Video Business or the Subsidiary, or on either of their behalf, and forwarded to prospective clients or customers (the "Proposals"). Notwithstanding anything to the contrary contained in this Section 6(z), Sellers make no representation or warranty that any such Proposals or the anticipated revenues will materialize or that the costs will be as set forth on such schedule. (ii) The Company has delivered to Purchaser complete and correct copies of all written Contracts, together with all amendments thereto, including (A) an accurate descriptions of all material terms of all oral Contracts and (B) all Proposals, set forth or required to be set forth in Schedule 6(z)(i6(z) hereto. (iii) All Contracts are in full force and effect and enforceable against each party thereto. There does not exist under any Contract any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company or or, to the Subsidiaryknowledge of Sellers and the Company, as the case may be, or any other party thereto except as set forth in Schedule 6(z)(i6(z) annexed hereto and except for such events or conditions that, individually and in the aggregate, (A) has not had or resulted in, and will not have or result in a default or an event which, after notice or lapse of time, or both, would constitute a default or result in a right to accelerate a loss of right (a "Material Adverse Effect") and (B) has not and will not materially impair the ability of the Company or the Subsidiary, as the case may be, Seller to perform its obligations under this Agreement and under the Company's Sellers' Related Agreements. None of the Company's existing or completed Contracts of the Company with respect to the Company's Video Business or the Subsidiary, as the case may be, are is subject to mandatory renegotiation with any governmental body. Except as set forth in Schedule 6(z)(i), and except as provided for by Italian law as set forth on Schedule 6(z)(i6(z), no consent of any third party is required under any Contract as a result of or in connection with, and the enforceability of any Contract will not be affected in any manner by, the execution, delivery and performance of this Agreement or any of the Company's Sellers' Related Agreements or the consummation of the transactions contemplated thereby. (iv) Except as set forth on Schedule 6(z)(iv), neither the Company nor the Subsidiary No Seller has an outstanding power of attorney in favor of any party relating to either the Company's Video Business or the Subsidiary.

Contracts and Proposals. (i) Schedule 6(z) (i) annexed hereto contains (A) a complete and correct list of all agreements, contracts, licenses, commitments and other instruments and arrangements (whether written or oral) by which each of the Company with respect is bound other than those which (1) are terminable by the Company on thirty (30) days' notice without penalty and do not relate to the Company's Video Business and business (as opposed to services provided to the Subsidiary is boundCompany), including but not limited to sales representation and distribution agreements or (collectively, 2) require annual payments of less than $10,000 singly or $100,000 in the aggregate ("Contracts"), (B) the written anticipated revenues and costs for each written or oral Contract and scheduled completion dates with respect to each job that is yet to be completed and the Company has and Sellers have no reason to believe that any of such jobs will not be completed or that the anticipated profitability with respect thereto will not be realized and (C) as of April 30, 1997, a list of all outstanding proposals, or other writings prepared in an effort to obtain business, prepared by the Company with respect to Company, or on the Company's Video Business or the Subsidiary, or on either of their behalf, and forwarded to prospective clients or customers (the "Proposals"). Notwithstanding anything to the contrary contained in this Section 6(z), Principal Sellers make no representation or warranty that any such Proposals or the anticipated revenues will materialize or that the costs will be as set forth on such schedule. (ii) The Company has delivered to Purchaser complete and correct copies of all written Contracts, together with all amendments thereto, including (A) an accurate descriptions of all material terms of all oral Contracts and (B) all Proposals, set forth or required to be set forth in Schedule 6(z)(i6(z) hereto. (iii) All Contracts are in full force and effect and enforceable against each party thereto. There does not exist under any Contract any event of default or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of the Company or the Subsidiary, as the case may be, or any other party thereto except as set forth in Schedule 6(z)(i6(z) annexed hereto and except for such events or conditions that, individually and in the aggregate, (A) has not had or resulted in, and will not have or result in a default or an event which, after notice or lapse of time, or both, would constitute a default or result in a right to accelerate a loss of right (a "Material Adverse Effect") and (B) has not and will not materially impair the ability of the Company or the Subsidiary, as the case may be, Seller to perform its obligations under this Agreement and under the Company's Related Agreements. None of existing or completed Contracts of the Company with respect to the Company's Video Business or the Subsidiary, as the case may be, are subject to renegotiation with any governmental body. Except as set forth in Schedule 6(z)(i), and except as provided for by Italian law as set forth on Schedule 6(z)(i), no consent of any third party is required under any Contract as a result of or in connection with, and the enforceability of any Contract will not be affected in any manner by, the execution, delivery and performance of this Agreement or any of the Company's Related Agreements or the consummation of the transactions contemplated thereby. (iv) Except as set forth on Schedule 6(z)(iv), neither the Company nor the Subsidiary has outstanding power of attorney in favor of any party relating to either the Company's Video Business or the Subsidiary.Sellers' Related