Contractual and Other Obligations. Section 3.10 of the Company --------------------------------- Disclosure Schedule sets forth a true and complete list, as of the date hereof, and the Company has delivered to Parent a complete and correct copy of each of the following to which the Company or any Company Subsidiary is a party: (i) each agreement for the provision of professional employer services to the ten largest subscribers based on the number of covered employees and all other material agreements and contracts to which the Company or any Company Subsidiary is a party, (ii) all non-competition agreements or any other agreements or obligations which purport to limit in any material respect the manner in which, or the localities in which, the business of the Company or any of the Company Subsidiaries may be conducted, (iii) all agreements, arrangements or understandings with any director, officer or Affiliate that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act, including all agreements with Ultimate Parent or any of its other direct or indirect subsidiaries whether or not required to be disclosed under Item 404, (iv) all voting or other agreements governing how any Shares shall be voted, (v) all acquisition, merger, asset purchase or sale agreements pursuant to which the Company acquired any of the Company Subsidiaries or any other company, operation or business (the "Acquisition Agreements"), (vi) all contracts or other agreements which would prohibit or materially delay the consummation of the Merger or any of the Transactions, (vii) all contracts or other agreements evidencing or relating to indebtedness for money borrowed by the Company or any Company Subsidiary, (viii) all contracts or other agreements not entered into in the ordinary course of business involving an amount in excess of $250,000, (ix) all material licenses, sublicenses, contracts or other agreements to which the Company or any Company Subsidiary is a party and pursuant to which any person or entity is authorized to use any Company Intellectual Property or pursuant to which the Company or any Company Subsidiary is authorized to use the Intellectual Property of another person or entity, and (x) all employment or severance contracts or agreements with officers or key employees of the Company and each Company Subsidiary and all agreements or arrangements that provide for any payment by the Company or any Company Subsidiary upon a change of control (all contracts of the type desc...
Contractual and Other Obligations. Set forth in the Asset Schedule is a listing of all (a) Real Property Leases; (b) contracts, agreements, licenses, leases, arrangements and other documents used solely in connection with the present operation of the Stations to which any Seller is a party or by which any Seller or any of the assets of any Seller are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by any Seller of materials, supplies, equipment and services for the requirements of the Stations existing as of the date hereof and with respect to which the remaining obligation of any Seller is in excess of $2,500; and (d) contingent contractual obligations and liabilities of any Seller known to Sellers existing as of the date hereof (all of the foregoing, collectively, the "Contracts"). Each of the Contracts is designated in the Asset Schedule either as an Assigned Contract, or as a Contract that will not be assigned to Citadel. Neither Sellers nor, to the Knowledge of Sellers and Stockholders, any other Person is in material default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute such a default under any covenant or condition under any Contract. Except as disclosed in Sellers' Disclosure Schedule, no Seller is a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. Originals or true, correct and complete copies of all of the Assigned Contracts have been provided to Citadel.
Contractual and Other Obligations of any party thereto are in excess of $2,500) contracts, agreements, licenses, leases, arrangements (written or oral) and other documents to which the Partnership, Penn Dental, Talus or Mehlxxx, xx the conduct of the Business, is a party or by which the Partnership, Penn Dental, Talus and Mehlxxx, xx the conduct of the Business, are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (ii) obligations and liabilities of the Business pursuant to uncompleted orders for the purchase of materials, supplies, equipment and services for the requirements of the Business with respect to which the remaining obligation of the Business is in excess of $2,500; and (iii) material contingent obligations and liabilities of the Partnership, Penn Dental, Talus and Mehlxxx, xx the conduct of the Business; all of the foregoing being hereinafter referred to as the "Contracts." None of the Partnership, Penn Dental, the Business, Talus or Mehlxxx, xxr, to the best of the knowledge of the Company, Penn Dental, Talus or Mehlxxx, xxy other party is in default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute a material default under any covenant or condition under any Contract. None of the Partnership, Penn Dental, Talus or Mehlxxx, xx the conduct of the Business, is a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement, except for the failure to obtain the necessary consents to assignment set forth in Exhibit C. None of the Partnership, Penn Dental, Talus or Mehlxxx, xx the conduct of the Business, is a party to any Contract expected to be performed at a material loss. Originals or true, correct and complete copies of all written Contracts have been provided to the Purchaser.
Contractual and Other Obligations. Set forth in Exhibit B is a list and brief description of all (i) material contracts, agreements, licenses, leases, arrangements (written or oral) and other documents to which the Company is a party or by which the Company or any of the assets or properties of the Company is bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (ii) obligations and liabilities of the Company pursuant to uncompleted orders for the purchase of materials, supplies, equipment and services for the requirements of the Business with respect to which the remaining obligation of the Company is in excess of $5,000; and (iii) material contingent obligations and liabilities of the Company; all of the foregoing being hereinafter referred to as the "Contracts". Neither the Company nor, to the best of the knowledge of the Company and the Shareholder, any other party is in default in the performance of any covenant or condition under any Contract, except where such default would not have a Material Adverse Effect, and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute a default under any covenant or condition under any Contract. Except as set forth in Exhibit B, the Company is not a party to any Contract which would terminate or be materially adversely affected by consummation of the transactions contemplated by this Agreement. The Company is not a party to any Contract expected to be performed at a loss. Originals or true, correct and complete copies of all written Contracts have been provided to the Purchaser.
Contractual and Other Obligations. Set forth in the Asset Schedule is a description of all (a) Real Property Leases and (b)
Contractual and Other Obligations. The Company does not have and is not bound by any material contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than those that have been entered into in the ordinary course of business or as set forth on Section 2.10 of the Company Disclosure Schedule. The Company is not, and to the Company's Knowledge no other Person party thereto is, in violation or default in any material respect of any provision of any material agreement, instrument, or contract to which the Company is a party or by which the Company is bound.
Contractual and Other Obligations. Set forth in the ASSET SCHEDULE is a description of all (a) Real Property Leases to which Seller is a party; (b) all contracts, agreements, licenses, leases, arrangements and other documents used solely in connection with the present operation of the Station to which Seller is a party or by which Seller or any of the assets of Seller are bound (including, in the case of loan agreements, a description of the amounts of any outstanding borrowings thereunder and the collateral, if any, for such borrowings); (c) uncompleted orders for the purchase by Seller of materials, supplies, equipment and services for the requirements of the Station existing as of the date hereof and with respect to which the remaining obligation of Seller is in excess of $2,500; and (d) contingent contractual obligations and liabilities of Seller known to Seller existing as of the date hereof (all of the foregoing, collectively, the "CONTRACTS"). Each of the Contracts is designated in the ASSET SCHEDULE either as an Assigned Contract, or as a Contract that will not be assigned to Citadel. Neither Seller nor, to the best of the knowledge of Seller, any other Person is in material default in the performance of any covenant or condition under any Contract and no claim of such a default has been made and no event has occurred which with the giving of notice or the lapse of time would constitute such a default under any covenant or condition under any Contract. Seller is not a party to any Contract which would terminate or be materially adversely affected by the consummation of the transactions contemplated by this Agreement. Originals or true, correct and complete copies of all of the Assigned Contracts have been provided to Citadel as of the date of this Agreement.
Contractual and Other Obligations. Schedule 2.9 lists all of the material written or oral contracts, agreements, and commitments of Sellers which pertain to the Assets.
Contractual and Other Obligations. (a) To the extent not already filed as Exhibits to the Company's SEC Filings, the Company Disclosure Schedule lists the following contracts and other agreements, to which the Company or any of the Subsidiaries is a party (collectively, the "Material Contracts").
Contractual and Other Obligations. (a) As used in this Agreement, the term the “Pharmathene Agreements” shall mean all mortgages, indentures, notes, agreements, contracts, leases, licenses, franchises, obligations, instruments or other commitments, arrangements or understandings of any kind, whether written or oral, to which Pharmathene or any of the Pharmathene Subsidiaries is a party or by which Pharmathene or any of the Pharmathene Subsidiaries or any of their respective properties may be bound or affected. Set forth or provided for on Schedule 5.14 attached hereto is a list, of each Pharmathene Agreement which is material to its business or condition, including but not limited to: (i) any mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any borrowing of money by Pharmathene or any Pharmathene Subsidiary; (ii) any guaranty, direct or indirect, by Pharmathene or any Pharmathene Subsidiary of any obligation for borrowings or otherwise, excluding endorsements made for collection in the ordinary course of business; (iii) any Pharmathene Agreement made other than in the ordinary course of its business or providing for the grant of any preferential rights to purchase or lease any assets of Pharmathene or any Pharmathene Subsidiary, except for such agreements which, individually and in the aggregate, are not material to Pharmathene’s business or condition; (iv) any obligation to make payments, contingent or otherwise, arising out of the prior acquisition of the business, assets or stock of other companies; (v) any collective bargaining agreement with any trade or labor union; (vi) any Pharmathene Agreement to which (A) any officer of Pharmathene, (B) director of Pharmathene or (C) any stockholder of Pharmathene beneficially owning (within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) more than 5% of the outstanding shares of Pharmathene Common Stock (determined on an as-converted basis) (herein referred to collectively, as the “Pharmathene Insiders”), is a party; (vii) any Pharmathene Agreement containing noncompetition or other limitations restricting the conduct of the business of Pharmathene or any Pharmathene Subsidiary; (viii) any license agreements to which Pharmathene or any Pharmathene Subsidiary is a party relating to any Intellectual Property; (ix) any partnership, shareholder agreement, joint venture or similar agreement; (x) any agreements with independent contra...
