Common use of Contracts, etc Clause in Contracts

Contracts, etc. (a) Set forth in Section 2.20 of the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or their respective properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company or any of its Subsidiaries which provides for a material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result of the transactions contemplated hereunder; (ii) each operating lease (as lessor, lessee, sublessor or sublessee) of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iii) each agreement under which services are provided by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereunder; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); and (vi) any agreement or other undertaking that restricts, in any material respect, the Company or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees. A complete and correct copy of each written agreement, lease or other type of document required to be disclosed pursuant to this Section 2.20(a) has been delivered to Parent. (b) Each agreement, lease or other type of document required to be filed as an exhibit to the Company's SEC Reports to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, except for those contracts, the loss of which would not reasonably be expected to have a Material Adverse Effect (collectively, the "Company Contracts"), is valid, binding and in full force and effect and is enforceable by the Company or such Subsidiary in accordance with its terms. Neither the Company nor any such Subsidiary is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, and, to the Company's Knowledge, no other party to any of the Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, where such breach or default would reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which the Company or any of its Subsidiaries is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth in Section 2.20 on Schedule 5.10 hereto is a true and complete list of all of the following Contractual Obligations of the Company Disclosure Schedule (collectively, the "Contracts"): 5.10.1. all Contractual Obligations involving collective bargaining agreements and other labor agreements, all employment or consulting agreements, and all other plans, agreements, arrangements, practices or other Contractual Obligations (other than any Employee Plan) which constitute Compensation or benefits, including post-retirement, severance or termination benefits, to any of the officers or employees or former officers or employees of the Company, except for non-written obligations arising generally in connection with employment-at-will employment relationships; 5.10.2. all Contractual Obligations under which the Company is or may become obligated to pay any brokerage, finder's or similar fees or expenses in connection with, or has incurred any severance pay or special Compensation obligations which would become payable by reason of, this Agreement or consummation of the transactions contemplated hereby, other than any such fees payable to Xxxxx Xxxxxxx & Co.; 5.10.3. all Contractual Obligations (including options) to sell or otherwise dispose of any assets other than in the Ordinary Course of Business; 5.10.4. all Contractual Obligations under which the Company has or will have after the Closing any liability or obligation to or for the benefit of any shareholder, any Affiliate of any shareholder or any other Affiliate of the Company; 5.10.5. all Contractual Obligations (other than Leases) under which the Company has any liability or obligation for any Debt or constituting a Guarantee of any liability or obligation of any Person, or under which any Person has any liability or obligation constituting a Guarantee of any liability or obligation of the Company (including partnership and joint venture agreements), in each case having a value of at least $100,000 in any year or $1,000,000 in the aggregate; 5.10.6. all Contractual Obligations under which the Company is or may become obligated to pay any amount in respect of deferred or conditional purchase price (other than ordinary trade terms), indemnification obligations, purchase price adjustment or otherwise in connection with any (i) acquisition or disposition of all or substantially all of the assets or securities constituting a line of business of any Person, (ii) merger, consolidation or other business combination, or (iii) series or group of related transactions or events of a type specified in subclauses (i) and (ii); 5.10.7. all Contractual Obligations for the sale or purchase of products or provision of services by or to the Company (other than ordinary course purchase orders or sales orders) that (i) involve products or services having a value of at least $100,000 in any year or $1,000,000 in the aggregate, (ii) have a term extending more than one year after the Closing Date, or (iii) to which the United States federal government or any state, local or foreign government or any agency or department of any of the foregoing is a party; 5.10.8. all Contractual Obligations relating to advertising having a value of at least $100,000 in any year or $1,000,000 in the aggregate; 5.10.9. all Contractual Obligations having a value of at least $100,000 in any year or $1,000,000 in the aggregate under which any tangible personal property is held or used by the Company; 5.10.10. all Contractual Obligations having a value of at least $100,000 in any year or $1,000,000 in the aggregate under which the Company is liable as lessor with respect to any tangible personal property; 5.10.11. all Contractual Obligations under which the Company is a licensor with respect to any Intangibles or otherwise grants or receives any franchise, royalty, license fees or similar rights; 5.10.12. all Contractual Obligations under which the Company is or may be prohibited or restricted from competing (i) in any business, (ii) in any geographic area and/or (iii) for any current or potential customers anywhere in the world; 5.10.13. all Contractual Obligations with any representative or agent of the Company that has, or could reasonably be likely to have, a value of at least $100,000 in any year or $1,000,000 in the aggregate; 5.10.14. all Contractual Obligations involving a joint venture or partnership between the Company and any third party, including any employee or agent of the Company and specifically including each of the Company's current or former employees who have entered into a "market partner" or other profit-sharing arrangement with the Company; and 5.10.15. all other Contractual Obligations (other than Leases and ordinary course purchase orders and other than Contractual Obligations of the type described in Section 5.10.7) which individually have a value in excess of $100,000 in any year or $1,000,000 in the aggregate. The Company has heretofore made available to the Buyer a true and complete and correct list copy of each of the following agreements, leases and other instruments to which the Company or any of its Subsidiaries Contracts. Each Contract is a party or by which Company or any of its Subsidiaries or their respective properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company or any of its Subsidiaries which provides for a material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result of the transactions contemplated hereunder; (ii) each operating lease (as lessor, lessee, sublessor or sublessee) of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received Enforceable by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iii) each agreement under which services are provided by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereunder; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); and (vi) any agreement or other undertaking that restricts, in any material respect, the Company or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees. A complete and correct copy of each written agreement, lease or other type of document required to be disclosed pursuant to this Section 2.20(a) has been delivered to Parent. (b) Each agreement, lease or other type of document required to be filed as an exhibit to the Company's SEC Reports to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, except for those contracts, the loss of which such failures to be so Enforceable as have not had and would not reasonably be expected to have a Material Adverse Effect (collectivelyhave, the "Company Contracts"), is valid, binding and in full force and effect and is enforceable by the Company or such Subsidiary in accordance with its terms. Neither the Company nor any such Subsidiary is (with or without the lapse of time or the giving of notice, or both) in breach of individually or in default under any of the Company Contractsaggregate, and, to the Company's Knowledge, no other party to any of the Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, where such breach or default would reasonably be expected to have a Material Adverse Effect. No existing breach or completed agreement to which default by the Company under any Contract has occurred and is continuing, and no event has occurred which with notice or lapse of time would constitute such a breach or default, other than such breaches and defaults as have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the Knowledge of the Company, except as set forth on Schedule 5.10 hereto, no breach or default by any other Person under any Contract has occurred and is continuing, and no event has occurred which with notice or lapse of its Subsidiaries is time would constitute such a party is subject breach or default, other than breaches and defaults which have not had and would not reasonably be expected to renegotiation with any governmental bodyhave, individually or in the aggregate, a Material Adverse Effect.

Contracts, etc. (a) Set forth in on Section 2.20 3.20 of the Company Parent Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments instruments, both oral and written, to which the Company Parent or any one of its the Parent Subsidiaries is a party or by which Company or Parent, any one of its the Parent Subsidiaries or their respective its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company Parent or any one of its the Parent Subsidiaries which provides for a that is material change in the cost to the Company business of Parent or its any one of the Parent Subsidiaries of such services or the type thereof taken as a result of the transactions contemplated hereunderwhole; (ii) each agreement that restricts the operation of the business of Parent or any one of the Parent Subsidiaries or the ability of Parent or any one of the Parent Subsidiaries to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent or any one of the Parent Subsidiaries taken as a whole of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderassets; (iiiiv) each agreement under which services are provided by the Company Parent or any one of its the Parent Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereundercustomer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company Parent or any one of its the Parent Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of businessBusiness); and; (vi) any each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other undertaking that restricts, distributions in any material respect, respect of the Company capital stock of Parent or any one of its Subsidiaries from the Parent Subsidiaries; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the Stock Purchase and Sale, including any telecommunications services, engaging in any telecommunications business in any territory shareholder rights plan or hiring any employees. other instrument commonly referred as a “poison pill.” A complete and correct copy of each written agreement, lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 2.20(a) 3.20 has been previously delivered to Parent. (b) Each the Company Shareholder. Furthermore, each agreement, lease or other type of document required to be filed as an exhibit disclosed pursuant to the Company's SEC Reports Sections 3.13, 3.14 or 3.20 to which the Company Parent or any one of its the Parent Subsidiaries is a party or by which the Company Parent or any one of its the Parent Subsidiaries or their respective its properties or assets are boundbound (collectively, the “Parent Contracts”), except for those contracts, Parent Contracts the loss of which would not could reasonably be expected to not have a Material Adverse Effect (collectively, the "Company Contracts")Effect, is valid, binding and in full force and effect and is enforceable by Parent or any one of the Company or such Subsidiary Parent Subsidiaries in accordance with its terms. Neither Parent and the Company nor any such Subsidiary is Parent Subsidiaries are not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Parent Contracts, and, to the Company's Knowledgebest of the knowledge of Parent and Acquisition Sub, no other party to any of the Company Parent Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Parent Contracts, where such breach or default would could reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which the Company Parent or any one of its the Parent Subsidiaries is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth in on Section 2.20 2.11 of the Company Seller’s Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments instruments, both oral and written, to which the Company or any of its Subsidiaries Seller is a party that relates to and is associated with the conduct of the Foresight Club Business or by which Company or any of its Subsidiaries the Subject Assets are subject or their respective properties or assets are boundbound including without limitation the following: (i) each service or other similar type of agreement under which services are provided by any other Person to Seller in connection or association with the Company or any conduct of its Subsidiaries which provides for a the Foresight Club Business and that is material change in the cost to the Company or its Subsidiaries of such services or the type thereof Foresight Club Business taken as a result of the transactions contemplated hereunderwhole; (ii) each agreement that restricts the operation of the conduct of the Foresight Club Business or the ability of Seller to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) of any real or tangible personal property or assets that relates to or is associated with the conduct of the Foresight Club Business that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result conduct of the transactions contemplated hereunderForesight Club Business; (iiiiv) each agreement under which services are provided by the Company or any of its Subsidiaries Seller to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result conduct of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereunderForesight Club Business; (v) each partnership, joint venture or similar agreement (including capital leases) under which any money has been associated with or may be borrowed or loaned (other than loans related to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations conduct of the Company or any of its Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); andForesight Club Business; (vi) any each agreement providing for accelerated or special payments as a result of consummation of the Asset Purchase and Sale and the other undertaking that restricts, in any material respect, the Company or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employeestransactions contemplated by this Agreement. A complete and correct copy of each written agreement, lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to subparagraphs (i) through (vi) of this Section 2.20(a) 2.11 has been previously delivered to Parent. (b) Each Buyer. Furthermore, each agreement, lease or other type of document required to be filed as an exhibit disclosed pursuant to the Company's SEC Reports this Section 2.11 to which the Company or any of its Subsidiaries Seller is a party or by which Seller or the Company or any of its Subsidiaries or their respective properties or assets Subject Assets are boundbound (collectively, the “Seller’s Contracts”), except for those contracts, Seller’s Contracts the loss of which would not could reasonably be expected to not have a Material Adverse Effect (collectively, on the "Company Contracts")Foresight Club Business, is and will continue to be following consummation of the Asset Purchase and Sale valid, binding and in full force and effect and is enforceable by Seller and Buyer following consummation of the Company or such Subsidiary Asset Purchase and Sale in accordance with its terms. Neither the Company nor any such Subsidiary Seller is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Seller’s Contracts, and, to the Company's Knowledgebest of the knowledge of Seller, no other party to any of the Company Seller’s Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Seller’s Contracts, where such breach or default would could reasonably be expected to have a Material Adverse EffectEffect on the conduct of the Foresight Club Business following consummation of the Asset Purchase and Sale. No existing Seller has neither received notice, written or completed agreement to which the Company oral, of or any threatened termination by any third party to any of its Subsidiaries is the Seller’s Contracts nor become aware of any intention of a third party is subject to renegotiation with any governmental bodySeller’s Contracts not to renew or, if currently being rebid, re-award any of Seller’s Contracts.

Contracts, etc. (a) Set forth in on Section 2.20 of the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or their respective properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company or any of its Subsidiaries which provides for a is material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result business of the transactions contemplated hereunderCompany; (ii) each agreement that restricts the operation of the business of the Company or the ability of the Company to retain employees or brokers or to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to the Company taken as a whole of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderassets; (iiiiv) each agreement under which services are provided by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereundercustomer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its SubsidiariesCompany), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of the Company's capital stock; and (viviii) any each agreement or other undertaking that restricts, to make unpaid capital expenditures in any material respect, the Company or any excess of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees$50,000. A complete and correct copy of each written agreement, lease or other type of document required to be disclosed pursuant to this Section 2.20(a) has been delivered to Parent. (b) Each agreement, lease or other type of document required to be disclosed pursuant to Section 2.13, 2.14 or 2.20(a) or filed as an exhibit to the Company's SEC Reports to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, except for those contracts, the loss of which would not reasonably be expected to have a Material Adverse Effect bound (collectively, the "Company Contracts"), except for Company Contracts, the loss of which would not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by the Company or such Subsidiary in accordance with its termsterms except for the Exceptions. Neither the The Company nor any such Subsidiary is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, and, to the Company's Knowledgeknowledge, no other party to any of the Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, where such breach or default would reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which the Company or any of its Subsidiaries is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth in on Section 2.20 of the Company AUSA Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments instruments, both oral and written, to which the Company AUSA or any of its Subsidiaries is a party or by which Company AUSA or any of its the AUSA Subsidiaries or their respective its properties or assets are bound: (i) each Each service or other similar type of agreement under which services are provided by any other Person to AUSA or any of the Company AUSA Subsidiaries that is material to the business of AUSA and the AUSA Subsidiaries taken as a whole; AGREEMENT AND PLAN OF MERGER (ii) Each agreement that restricts the operation of the business of AUSA or any of its Subsidiaries which provides for a material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result ability of AUSA or any of the transactions contemplated hereunderAUSA Subsidiaries to solicit customers or employees; (iiiii) each Each operating lease (as lessor, lessee, sublessor or sublessee) that is material to AUSA or any of the AUSA Subsidiaries of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderassets; (iiiiv) each Each agreement under which services are provided by the Company AUSA or any of its the AUSA Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereundercustomer; (v) each Each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company AUSA or any of its Subsidiariesthe AUSA Subsidiaries ), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of businessBusiness); and; (vi) any Each partnership, joint venture or similar agreement; (vii) Each agreement containing restrictions with respect to the payment of dividends or other undertaking that restrictsdistributions in respect of AUSA Shares; (viii) Each agreement to make unpaid capital expenditures in excess of $25,000; (ix) Each agreement providing for accelerated or special payments as a result of the Merger, in including any material respect, the Company shareholder rights plan or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees. other instrument commonly referred as a “poison pill.” A complete and correct copy of each written agreement, lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to subparagraphs (i) through (ix) of this Section 2.20(a) 2.20 has been previously delivered to Parent. (b) Each ALHC. Furthermore, each agreement, lease or other type of document required to be filed as an exhibit disclosed pursuant to the Company's SEC Reports Sections 2.13 or 2.14 or this Section 2.20 to which the Company AUSA or any of its the AUSA Subsidiaries is a party or by which the Company AUSA or any of its the AUSA Subsidiaries or their respective its properties or assets are boundbound (collectively, the “AUSA Contracts”), except for those contracts, AUSA Contracts the loss of which would not could reasonably be expected to not have a Material Adverse Effect (collectively, the "Company Contracts")Effect, is valid, binding and in full force and effect and is enforceable by the Company AUSA or such AUSA Subsidiary in accordance with its terms. Neither Each of AUSA and the Company nor any such Subsidiary AUSA Subsidiaries is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company AUSA Contracts, and, to the Company's Knowledgebest of the knowledge of AUSA, no other party to any of the Company AUSA Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company AUSA Contracts, where such breach or default would could reasonably be expected to have a Material Adverse Effect. To the knowledge of AUSA, neither AUSA nor any of the AUSA Subsidiaries has received notice, written or oral, of or any threatened termination by any third party to any of AUSA Contracts or become aware of any intend of a third party to any AUSA Contracts not to renew or, if currently being rebid, re-award any of AUSA Contracts. No existing or completed agreement to which the Company AUSA or any of its the AUSA Subsidiaries is a party is subject to renegotiation with any governmental body.