Contracts Schedule. Other than this Agreement or as described on the attached ICMS Contracts Schedule, on the attached BRTI Contracts Schedule or on the attached SWLP Contracts Schedule, as applicable, each Seller is not a party to any written or oral:
(i) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit, welfare or stock plan or arrangement which is not described on the attached Employee Benefits Schedule, or any contract with any labor union, or any severance agreement;
(ii) contract for the employment or engagement as an independent contractor of any Person on a full-time, part-time, consulting or other basis;
(iii) contract pursuant to which such Seller has advanced or loaned funds, or agreed to advance or loan funds, to any other Person;
(iv) contract or indenture relating to any Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any of the ICMS Acquired Assets, BRTI Acquired Assets or SWLP Acquired Assets, as applicable;
(v) contract pursuant to which such Seller is the lessee of, or holds or operates, any real or personal property owned by any other Person;
(vi) contract pursuant to which such Seller is the lessor of, or permits any third party to hold or operate, any real or personal property owned by such Seller or of which such Seller is a lessee;
(vii) assignment, license, indemnification or other contract with respect to any intangible property (including any Proprietary Right of such Seller) which is not described on the attached Proprietary Rights Schedule;
(viii) contract or agreement with respect to services rendered or goods sold or leased to or from others, other than any customer purchase order accepted in the ordinary course of business and in accordance with such Seller's past practice which both (1) does not require delivery after the date which is six months after to Closing Date and (2) does not involve a sale price by more than $25,000;
(ix) contract prohibiting it from freely engaging in any business anywhere in the world;
(x) independent sales representative or distributorship agreement with respect to the ICMS Business, the BRTI Business or the SWLP Business, as applicable; or
(xi) any other contract which is material to the ICMS Business, the BRTI Business or the SWLP Business, as applicable, or involves a consideration in excess of $25,000.
Contracts Schedule. 3.14 . . . . . . . . . Vendor Reductions Schedule 3.15 . . . . . . . . .
Contracts Schedule. 1.1(h) .....
Contracts Schedule. 3.13....... Obsolete Inventory Schedule 3.14....... Customers and Vendors Schedule 3.15.......
Contracts Schedule. 2.12 of the Disclosure Memorandum sets forth a list of all In-process Contracts, all lease agreements and all Other Contracts that are material to the Business (including the Transferred Assets and the Assumed Liabilities). Seller has made available to Purchaser a correct and complete copy of each such In-Process Contract and Other Contract (as amended to date). With respect to each such In-Process Contract and Other Contract: (i) the In-Process Contract or Other Contract is legal, valid, binding, enforceable and in full force and effect except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting creditors’ rights generally and (b) the availability of equitable remedies that would be subject to the discretion of the court before which any proceedings therefore may be brought; (ii) subject to obtaining any applicable Required Consent, the In-Process Contract or Other Contract is assignable to and assumable by Purchaser at the Closing; (iii) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration under the In-Process Contract or Other Contract, provided that the representation in this clause (iii) is qualified to Seller’s Knowledge as to breaches or defaults of any parties to In-Process Contracts or Other Contracts other than Seller or events relating to any such third parties; and (iv) no party has repudiated in writing to Seller any provision of the In-Process Contract or Other Contract.
Contracts Schedule. Prior to Initial Closing, the Company and/or any subsidiary is a party to or bound by the following written and/or oral agreements:
Contracts Schedule. 4.18(a)........ Employment Agreements Schedule 4.18(b)........ List of Salaried Employees Schedule 4.18(c)........ Worker Compensation Schedule 4.18(d)........ Labor Compliance Schedule 4.19........... Employee Benefit Plans Schedule 4.19(a)........ Multi-employer Plan Contribution Schedule 4.19(c)........ Welfare Benefit Plans Schedule 4.19(e)........ Health Benefit Claimants Schedule 4.21........... Outstanding Powers of Attorney Schedule 4.22........... Insurance Policies Schedule 4.23(a)........ List of Litigation Matters Schedule 4.23(b)....
Contracts Schedule. 4.5(c), 6.7, 6.9(d), 6.9(h), 6.9(t), 6.11(a), 6.11(b), 6.11(c) Customers and Providers Schedule............... 6.24
Contracts Schedule. SCHEDULE 2.13 relating to the material contracts, lease and commitments of the Company is hereby amended to (i) delete the Agreement, dated as of March 17, 1999, by and between MarketSource Interactive, Inc. and Contiki Holidays from the list of agreements set forth therein; (ii) add the Agreement, dated July 27, 1999, by and between MarketSource Canada Ltd. and T@xxxxxxx.xxx (the "NEW AGREEMENT") to the list of agreements set forth therein; and (iii) attach to SCHEDULE 2.13 a true and complete copy of the New Agreement in the form attached as Exhibit A hereto.
Contracts Schedule. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a schedule setting forth all Contracts which, if existing at as of the date of this Agreement, would have been required to be set forth on Section 4.12(a) of the Disclosure Schedule.
