CONTRACTS, LEASES AND COMMITMENTS. (a) The Company has furnished to iTurf true and complete copies of the material contracts, leases and commitments listed in SCHEDULE 2.13 hereto, including summaries of the terms of any unwritten commitments. Except as set forth in SCHEDULE 2.13, (i) the Company, and to the knowledge of the Company, the other parties thereto, have complied in all material respects with such contracts, leases and commit ments, all of which are valid and enforceable; (ii) such contracts, leases and commitments are in full force and effect and there exists no event or condition which with or without notice or lapse of time would be a default thereunder, give rise to a right to accelerate or terminate any provision thereof or give rise to any Lien on any of the assets or properties of the Company; and (iii) all of such contracts, leases and commitments have been entered into on an arm's-length basis and in the ordinary course of business, and none is materially burdensome to the Company's business. (b) The Company is not a party, nor is any of its assets or business subject, to any contract, lease or commitment not listed in SCHEDULE 2.13 (including, without limitation, purchase or sales commitments, financing or security agreements or guaranties, repurchase agreements, agency agreements, manufacturers representative agreements, commis sion agreements, employment or collective bargaining agreements, pension, bonus or profit-sharing agreements, group insurance, medical or other fringe benefit plans and leases of real or personal property), other than contracts terminable without penalty on not more than 30 days' notice that do not involve, individually or in the aggregate, the receipt or expenditure of more than $10,000 in any one year. The Company is not engaged in any material disputes with customers or suppliers. To the knowledge of the Company, no customer or supplier is con sidering termination, non-renewal or any adverse modification of its arrangements with the Company, and the Company has not received any notice that the transactions contemplated by this Agreement would have a material adverse effect on the Company's relationship with any of its suppliers or customers. (c) The Company is not currently using the SiteServer Commerce Edition component, the e-mail component or the newsgroup component of the software covered by the Microsoft Commercial Internet System 2.X License Agreement, dated March 2, 1999 by and between Microsoft Corporation and MarketSource, as amended by Amendment No. 1 thereto (the "MICROSOFT AGREEMENT"), in a manner that has or would obligate the Company to pay any Subscriber Access License Fees (as such term is defined in the Microsoft Agreement).
Appears in 1 contract
Sources: Merger Agreement (Iturf Inc)
CONTRACTS, LEASES AND COMMITMENTS. (a) The Company has furnished to iTurf true and complete copies of the material contracts, leases and commitments listed in SCHEDULE 2.13 hereto, including summaries of the terms of any unwritten commitments. Except as set forth in SCHEDULE 2.13, (i) the Company, and to the knowledge of the Company, the other parties thereto, have complied in all material respects with such contracts, leases and commit mentscommitments, all of which are valid and enforceableenforceable except as may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditor's rights generally and general principles of equity (regardless of whether enforceability is considered a proceeding at law or in equity); (ii) such contracts, leases and commitments are in full force and effect and there exists no event or condition which with or without notice or lapse of time would be a default thereunder, give rise to a right in favor of a third party or, to the Company's knowledge, in favor of the Company to accelerate or terminate any provision thereof or give rise to any Lien on any of the assets or properties of the Company; and (iii) all of such contracts, leases and commitments have been entered into on an arm's-length basis and in the ordinary course of business, and none is materially burdensome to the Company's business.
(b) The Company is not a party, nor is any of its assets or business subject, to any contract, lease or commitment not listed in SCHEDULE 2.13 (including, without limitation, purchase or sales commitments, financing or security agreements or guaranties, repurchase agreements, agency agreements, manufacturers representative agreements, commis sion commission agreements, employment or collective bargaining agreements, pension, bonus or profit-sharing agreements, group insurance, medical or other fringe benefit plans and leases of real or personal property), other than contracts terminable without penalty on not more than 30 days' notice that do not involve, individually or in the aggregate, the receipt or expenditure of more than $10,000 in any one year. The Company is not engaged in any material disputes with customers or suppliers. To the knowledge of the Company, no customer or supplier is con sidering termination, non-renewal or any adverse modification of its arrangements with the Company, and the Company has not received any notice that the transactions contemplated by this Agreement would have a material adverse effect on the Company's relationship with any of its suppliers or customers.than
(c) The Company is not currently using the SiteServer Commerce Edition component, the e-mail component or the newsgroup component term of the software covered by Custom Mail Services Agreement between the Microsoft Commercial Internet System 2.X License AgreementCompany and Commtouch Software, dated March 2, 1999 by and between Microsoft Corporation and MarketSourceInc., as amended by Amendment No. the Addendum 1 thereto dated January 10, 2000 expires on May 3, 2001.
(d) Notwithstanding anything contained in the "MICROSOFT AGREEMENT")agreement to the contrary, in a manner that has or would obligate the commission rate payable by the Company to pay any Subscriber Access License Fees Worldata under the Worldata E-mail Newsletter Management Agreement between the Company and Worldata dated January 17, 1999 is fifteen (15%).
(e) There is no conflict between the Company's obligations (i) under the Worldata List Management Agreement between the Company and Worldata and (ii) the Online Database Management Agreement between the Company and 24/7 Mail dated January 21, 2000.
(f) The "Effective Date" of the Representation Agreement between the Company and Adsmart Corporation (as such term is defined in the Microsoft Agreement)therein) is not earlier than April 29, 1999.
Appears in 1 contract
Sources: Merger Agreement (Iturf Inc)
CONTRACTS, LEASES AND COMMITMENTS. (a) The Company Seller has furnished famished to iTurf the Purchaser true and complete copies of the material contracts, leases leases, and commitments listed in SCHEDULE 2.13 heretoSchedule 1.2(i), including summaries of the terms of any unwritten contracts, leases, or commitments. Except as set forth in SCHEDULE 2.13, the Disclosure Schedule: (i1) the CompanySeller and, and to the best of the knowledge of the CompanySeller, the other parties thereto, have complied in all material respects with such contracts, leases leases, and commit mentscommitments, all of which are valid and enforceableenforceable and, to the best of the knowledge of the Seller, will not be adversely affected by this acquisition or the transfer in connection therewith to the Purchaser; (ii2) such contracts, leases leases, and commitments are in full force and effect and there exists no event or condition breach by the Seller thereof which with or without notice or lapse of time would be a default thereunder, give rise to a right to accelerate or terminate any provision thereof thereof, or give rise to any Lien lien, claim, encumbrance, or restriction on any of the assets or properties of the CompanySeller; and (iii3) all of such contracts, leases leases, and commitments have been entered into on an arm's-length basis and in the ordinary course of businessbasis, and none is materially burdensome to adversely affects the Company's business.
(b) Business. The Company Seller is not a party, nor is are any of its assets or business relative to the Business subject, to any contract, lease lease, or commitment not listed in SCHEDULE 2.13 Schedule 1.2(i) and 4.16 (including, without limitation, open purchase or sales commitments, financing or security agreements or guaranties, repurchase agreements, agency agreements, manufacturers representative agreements, commis sion commission agreements, employment or collective bargaining agreements, pension, bonus bonus, or profit-sharing profitsharing agreements, group insurance, medical medical: or other fringe benefit plans plans, and leases of real or personal property), other than (i) contracts terminable without penalty on not more than 30 days' notice that do not involve, individually or in the aggregate, the receipt or expenditure of more than $10,000 5,000 in any one year. The Company is not engaged in any material disputes with customers , (ii) purchase orders or suppliers. To the knowledge commitments of the CompanySeller entered into in the ordinary course of business that individually do not involve more than $5,000 or that are cancelable, or (iii) sales commitments of the Seller entered into in the ordinary course of business that individually do not involve more than $5,000 or for which there is no customer or supplier is con sidering termination, non-renewal or any adverse modification of its arrangements with the Company, and the Company has not received any notice that the transactions contemplated by this Agreement would have a material adverse effect on the Company's relationship with liability for nonshipment. If any of its suppliers the contracts listed in Schedule 1.2(i) should provide for expiration or customers.
(c) The Company is not currently using be subject to termination before the SiteServer Commerce Edition componentClosing, the e-mail component or the newsgroup component of the software covered by the Microsoft Commercial Internet System 2.X License Agreement, dated March 2, 1999 by and between Microsoft Corporation and MarketSource, as amended by Amendment Nothe. 1 thereto (the "MICROSOFT AGREEMENT"), in a manner that has or would obligate the Company to pay any Subscriber Access License Fees (as such term is defined in the Microsoft Agreement).Seller shall use its
Appears in 1 contract