Contracts; Insurance. Except as set forth in the Financial Statements, the Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature oR with the same party) including without limitation the following:
(a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders and the Company;
(b) Loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment of performance by any other person;
(c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies;
(d) Agreements with any labor union or collective bargaining organization or other labor agreements;
(e) Any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including, without limitation, agreements with processors and subcontractors;
(f) Any indenture, agreement, or other document (including private placement brochures) relating to the sale or repurchase of shares;
(g) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party;
(h) Agreements expressly limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person;
(i) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing;
(j) Letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business;
(k) Insurance policies;
(l) Assignments, licenses or other agreements wi...
Contracts; Insurance. Except as set forth in Schedule 4.16, the Acquiror has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following:
(a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Acquiror, and agreements among stockholders and the Acquiror;
(b) Loan or other agreements, notes, indenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Acquiror’s property or any agreement or instrument evidencing any guaranty by the Acquiror of payment or performance by any other person;
(c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies;
(d) Agreements with any labor union or collective bargaining organization or other labor agreements;
(e) Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors;
(f) Joint venture contracts or arrangements or other agreements involving a sharing of profits or expenses to which the Acquiror is a party;
(g) Agreements limiting the freedom of the Acquiror to compete in any line of business or in any geographic area or with any person;
(h) Agreements providing for disposition of the business, assets or shares of the Acquiror, agreements of merger or consolidation to which the Acquiror is a party or letters of intent with respect to the foregoing;
(i) Letters of intent or agreements with respect to the Merger of the business, assets or shares of any other business;
(j) Insurance policies; and
(k) Leases for real or personal property. Each of the material contracts, agreements and understandings set forth in Schedule 4.16 is in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the Company. Except as set forth on Schedule 4.16, to the knowledge of the Acquiror, there are no existing defaults by the Acquiror thereunder, which default would result in an Acquiror Material Adverse Effect and the other parties are not in default of any of the m...
Contracts; Insurance. Except as set forth in Schedule 3.11, the Company has no other currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following:
(a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company, and agreements among stockholders and the Company;
(b) Loan or other agreements, notes, indenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company’s property or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person;
(c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies;
(d) Agreements with any labor union or collective bargaining organization or other labor agreements;
(e) Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors;
(f) Joint venture contracts or arrangements or other agreements involving a sharing of profits or expenses to which the Company is a party;
(g) Agreements limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person;
(h) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing;
(i) Letters of intent or agreements with respect to the Merger of the business, assets or shares of any other business;
(j) Insurance policies; and
(k) Leases for real or personal property. Each of the material contracts, agreements and understandings set forth in Schedule 3.11 is in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the Company. Except as set forth on Schedule 3.14, to the knowledge of the Company, there are no existing defaults by the Company thereunder, which default would result in a Company Material Adverse Effect and the other parties are not in default of any of the material contr...
Contracts; Insurance. Except as set forth in the Schedule of Exceptions, the Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (written or oral) of any material nature, including without limitation the following:
(a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, incentive compensation, perquisite, stock bonus, retirement, stock option, stock purchase, severance or termination pay plan, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among shareholders and the Company or any Employee Benefit Plan;
(b) Loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of the Company's property or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person;
(c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies;
(d) Agreements with any labor union or collective bargaining organization or other labor agreements;
(e) Any contract or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors;
(f) Any indenture, agreement or other document (including private placement brochures) relating to the sale or repurchase of shares;
(g) Any joint venture contract or arrangement or other agreement involving a sharing of profits or expenses to which the Company is a party;
(h) Agreements limiting the freedom of the Company to compete in any line of business or in any geographic area or with any person;
(i) Agreements providing for disposition of the business, assets or shares of the Company, agreements of merger or consolidation to which the Company is a party or letters of intent with respect to the foregoing;
(j) Licenses, agreements or arrangements providing for the use of or limiting the use of Intellectual Property;
(k) Letters of intent or agreements with respect to the acquisition of the business, assets or shares of any other business; and
(l) Insurance policies, health insurance plans, medical plans or any benefit plans. The Company has complied with all the material provisions of all said contracts, obligati...
Contracts; Insurance. Except as set forth in Schedule 4.16, Acquiror has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like of any material nature regarding the following:
(a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of Acquiror, and agreements among stockholders and Acquiror;
(b) Loan or other agreements, notes, indenture, or instruments relating to or evidencing indebtedness for borrowed money, or mortgaging, pledging or granting or creating a lien or security interest or other encumbrance on any of Acquiror’s property or any agreement or instrument evidencing any guaranty by Acquiror of payment or performance by any other person;
(c) Agreements with dealers, sales representatives, brokers or other distributors, jobbers, advertisers or sales agencies;
(d) Agreements with any labor union or collective bargaining organization or other labor agreements;
(e) Contracts or series of contracts with the same person for the furnishing or purchase of machinery, equipment, goods or services, including without limitation agreements with processors and subcontractors;
(f) Joint venture contracts or arrangements or other agreements involving a sharing of profits or expenses to which the Acquiror is a party;
(g) Agreements limiting the freedom of the Acquiror to compete in any line of business or in any geographic area or with any person;
(h) Agreements providing for disposition of the business, assets or shares of the Acquiror, agreements of merger or consolidation to which the Acquiror is a party or letters of intent with respect to the foregoing;
(i) Letters of intent or agreements with respect to the Merger of the business, assets or shares of any other business;
(j) Insurance policies; and
(k) Leases for real or personal property. Each of the material contracts, agreements and understandings set forth in Schedule 4.16 is in full force and effect, except where the failure to be in full force and effect would not have a Company Material Adverse Effect against the Company. Except as set forth on Schedule 4.16, there are no existing defaults by the Acquiror thereunder which would result in an Acquiror Material Adverse Effect and the other parties are not in default of any of the material contracts, agreements and understandings.
Contracts; Insurance. 8 3.13 5% Stockholders, Directors and Officers; Indebtedness.................. 9 3.14 Litigation............................................................. 9 3.15 Consents.............................................................. 10 3.16 Properties; Liens and Encumbrances.................................... 10 3.17 Leases................................................................ 10 3.18 Business of the Company and Switchboard............................... 11 3.19 Intellectual Property, etc............................................ 11 3.20
Contracts; Insurance. (a) Annex 4.11(a) of the Disclosure Schedule contains a list of contracts to which the Company and its Operating Subsidiaries are a party to (the “Material Contracts”), which are currently in effect.
(b) To Sellers’ Knowledge, each Material Contract is in full force and effect, constitutes a legal and binding obligation of the Company and its Operating Subsidiaries, as appropriate, and is valid and enforceable in accordance with its respective terms.
(c) To Sellers’ Knowledge, neither the Company, nor any of its Operating Subsidiaries, has violated or breached or declared or committed any default (including any termination penalty) under any Material Contract.
(d) Annex 4.11(d) of the Disclosure Schedule contains a list of the insurance policies held by the Company and its Operating Subsidiaries.
(e) To Sellers’ Knowledge, each of such insurance policies is valid, enforceable and in full force and neither the Company nor any of its Operating Subsidiaries has received a notice regarding any refusal of coverage or cancellation of such policies.
Contracts; Insurance. 5 3.12 Shareholders, Directors and Officers; Indebtedness............... 6 3.13
Contracts; Insurance. Except as disclosed in the Schedule of Exceptions, the Company has no currently existing contract, obligation, agreement, plan, arrangement, commitment or the like (whether written or oral) of any material nature (involving more than $10,000 in any year or $50,000 over the life of such contract, obligation, agreement, plan, arrangement, or commitment, either individually or in the aggregate if such contracts, obligations, agreements, plans, arrangements or commitments are of a similar nature or with the same party) including without limitation the following: (a) Employment, bonus or consulting agreements, pension, profit sharing, deferred compensation, stock bonus, retirement, stock option, stock purchase, phantom stock or similar plans, including agreements evidencing rights to purchase securities of the Company and agreements among stockholders and the Company;
Contracts; Insurance. Schedule 3.10 lists all the contracts to which Gilsor is a party, copies of which have been delivered to IFHR. Gilsor does not carry any insurance .
