Common use of Designated Contracts Clause in Contracts

Designated Contracts. Within ten (10) business days after the date hereof, Buyer shall deliver to the Shareholders' Representative Schedule 2.4 setting forth each of the Contracts identified on Schedule 5.7(b) that the Company or any of its subsidiaries shall not retain as of the Closing (the "DESIGNATED CONTRACTS"); provided that no Management Agreement or Tenancy Lease shall be included on Schedule 2.4. Within five (5) days after Buyer shall have delivered Schedule 2.4 to Shareholders' Representative, the Shareholders' Representative may terminate this Agreement in accordance with Section 13.1 by giving notice thereof during such five (5) day period if any Contracts shall be listed on Schedule 2.4. If Shareholders' Representative shall not so notify Buyer within such time period, then such right to terminate this Agreement shall expire. Prior to the Closing, each Contract described on Schedule 5.26 and each other Designated Contract shall be terminated (or the Company and its subsidiaries shall otherwise be released from all liability with respect thereto) at the sole cost and expense of the Principal Shareholders (or at the cost of the Company or its subsidiaries to the extent such cost is expressly included in the calculation of the Actual Working Capital Amount or Actual Long-term Liabilities). It shall be a condition precedent of Buyer to the Closing that all required consents shall have been obtained from each party to each Contract (that is not a Designated Contract) with respect to which the change in control contemplated by this Agreement requires such consent ("CONSENT CONTRACTS"), except to the extent that the failure to obtain such consents with respect to Consent Contracts that do not constitute Lease-Related Contracts (as hereinafter defined) is not reasonably likely to have a material adverse effect on the Company or the operation of the Business. The Company (prior to the Closing only) and each Principal Shareholder hereby jointly and severally represent and warrant to Buyer that Schedule 5.7(b) correctly identifies each Consent Contract that is necessary for the Company or any Subsidiary to continue as the lessee under any Lease other than the Georgia billing office Lease identified as item 9 (ee) on Schedule 5.7(b) (each, a "LEASE-RELATED CONTRACT"). If the Company and Shareholders comply with their obligations under Section 9.4 below and any required consent is not obtained on or prior to Closing with respect to any Lease-Related Contract, then Buyer shall not be permitted to terminate its obligations under this Agreement by reason thereof, but the Base Amount (and, correspondingly, the Series A Merger Consideration and the Series B Merger Consideration), shall be reduced by the amount allocated to the Facility to which such Lease-Related Contract relates as set forth on Annex A to Schedule 5.7(b); provided, however, that if the aggregate amount of such reduction to be made by reason of this Section 2.4 shall be equal to or exceed $7,000,000, then Buyer shall be entitled to terminate its obligations under this Agreement. If the Company or any of its subsidiaries shall enter into any agreement, lease, contract, instrument or commitment after the date hereof and prior to Closing that would be deemed to be "material" as defined in Section 5.7 below if it were in existence on the date hereof, or if there shall be disclosed any agreement, lease, contract, instrument or commitment that should have been disclosed on Schedule 5.7(b) hereto but that was not so disclosed, then Buyer shall have five (5) business days from the date on which so disclosed to Buyer to notify the Shareholders' Representative as to whether such agreement, lease, contract, instrument or commitment shall be a Designated Contract. If Buyer fails to so notify the Shareholders' Representative then such agreement, lease, contract, instrument or commitment shall not be deemed to be a Designated Contract. Without limiting the generality of the foregoing, all of the employment agreements referred to in Schedule 6.6A to the SCHM Stock Purchase Agreement other than the one-year employment agreements with Xxxxxx Canada, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, and Xxxx Xxxxxxxxx substantially in the form heretofore provided by Buyer to the Principal Shareholders, shall be terminated (or all amounts payable under such employment agreements at any time shall be included as current liabilities in the working capital of the Company and its subsidiaries on a consolidated basis as of the Closing Date regardless of whether in accordance with GAAP); provided further, that in the case of the employment agreement with Xxxxxxx Xxxxxxx, such employment agreement need not be terminated on the condition that any payments that may become due to such employee upon the subsequent termination of his employment after the second anniversary of the Closing Date (without releasing him from any restrictive covenants), shall be Prohibited Liabilities (and shall not be subject to Section 12.6(b) below).

Designated Contracts. Within ten (10a) business As soon as practicable after the date hereof but in no event later than fifteen (15) days after the date hereof, Buyer shall deliver notice in writing to the Shareholders' Representative Schedule 2.4 setting forth each Sellers designating which, if any, of the Contracts identified set forth on Schedule 5.7(b) that the Company or any of its subsidiaries shall not retain as of the Closing SCHEDULE 4.7 hereto will be assigned to and assumed by Buyer (the "DESIGNATED CONTRACTSDesignated Contracts"). Such notice of designation will be set forth on SCHEDULE 1.4 hereto. If within said period of time Buyer fails to so deliver notice to Sellers, Buyer will be deemed to have designated none of the Contracts, and Sellers will remain fully liable thereunder. To the extent Buyer makes any such designation, Sellers shall at Closing be obligated to either: (i) assign all of its right, title and interest under such Designated Contracts to Buyer and Buyer shall assume the obligations accruing after Closing under such Designated Contracts; provided that no Management Agreement and shall agree to indemnify and hold harmless the respective Seller from any and all liability thereunder; or Tenancy Lease (ii) arrange for termination of such contract and enter into a replacement therefor. (b) Notwithstanding anything to the contrary contained herein, unless otherwise specifically agreed in writing, Buyer is not assuming and will not be responsible for any liabilities or obligations under the Designated Contracts incurred on or occurring before the Closing Date; all such liabilities and obligations remaining the sole and exclusive responsibility of Sellers pursuant to Section 1.3 herein and shall be included paid or performed on Schedule 2.4. Within five (5) days after Buyer shall have delivered Schedule 2.4 to Shareholders' Representative, the Shareholders' Representative may terminate this Agreement in accordance with Section 13.1 by giving notice thereof during such five (5) day period if any Contracts shall be listed on Schedule 2.4. If Shareholders' Representative shall not so notify Buyer within such time period, then such right to terminate this Agreement shall expire. Prior to the Closing, each Contract described on Schedule 5.26 and each other Designated Contract shall be terminated (or the Company and its subsidiaries shall otherwise be released from all liability with respect thereto) at the sole cost and expense of the Principal Shareholders (or at the cost of the Company or its subsidiaries to the extent such cost is expressly included in the calculation of the Actual Working Capital Amount or Actual Long-term Liabilities). It shall be a condition precedent of Buyer to the Closing that all required consents shall have been obtained from each party to each Contract (that is not a Designated Contract) with respect to which the change in control contemplated by this Agreement requires such consent ("CONSENT CONTRACTS"), except to the extent that the failure to obtain such consents with respect to Consent Contracts that do not constitute Lease-Related Contracts (as hereinafter defined) is not reasonably likely to have a material adverse effect on the Company or the operation of the Business. The Company (prior to the Closing onlyDate. (c) Immediately after confirmation by Buyer of the Designated Contracts to be assigned by Sellers, Buyer and each Principal Shareholder hereby jointly Seller, respectively, shall use its best efforts and severally represent shall diligently proceed to obtain any consents of any parties necessary to permit the assignment and warrant assumption of the Designated Contracts. In the event that any of the Designated Contracts are not assignable, or the parties to Buyer that Schedule 5.7(b) correctly identifies each Consent Contract that is necessary for the Company any such Designated Contracts fail or refuse to consent to any Subsidiary to continue as the lessee under any Lease other than the Georgia billing office Lease identified as item 9 (ee) on Schedule 5.7(b) (each, a "LEASE-RELATED CONTRACT"). If the Company and Shareholders comply with their obligations under Section 9.4 below and any required consent is not obtained assignment on or prior to before the Closing with respect to any Lease-Related ContractDate, then Buyer shall not be permitted to terminate its obligations under this Agreement by reason thereof, but the Base Amount (and, correspondingly, the Series A Merger Consideration and the Series B Merger Consideration), shall be reduced by the amount allocated to the Facility to which such Lease-Related Contract relates as set forth on Annex A to Schedule 5.7(b); provided, however, that if the aggregate amount of such reduction to be made by reason of this Section 2.4 shall be equal to or exceed $7,000,000, then Buyer shall be entitled to terminate its obligations under this Agreement. If the Company or any of its subsidiaries shall enter into any agreement, lease, contract, instrument or commitment after the date hereof and prior to Closing that would be deemed to be "material" as defined in Section 5.7 below if it were in existence on the date hereof, or if there shall be disclosed any agreement, lease, contract, instrument or commitment that should have been disclosed on Schedule 5.7(b) hereto but that was not so disclosed, then Buyer shall have five (5) business days from the date on which so disclosed no liability to Buyer to notify the Shareholders' Representative as to whether such agreement, lease, contract, instrument or commitment shall be a Designated Contract. If Buyer fails to so notify the Shareholders' Representative then such agreement, lease, contract, instrument or commitment shall not be deemed to be a Designated Contract. Without limiting the generality of the foregoing, all of the employment agreements referred to in Schedule 6.6A to the SCHM Stock Purchase Agreement other than the one-year employment agreements with Xxxxxx Canada, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, and Xxxx Xxxxxxxxx substantially in the form heretofore provided by Buyer to the Principal Shareholders, shall be terminated (or all amounts payable under such employment agreements at any time shall be included as current liabilities in the working capital of the Company and its subsidiaries on a consolidated basis as of the Closing Date regardless of whether in accordance with GAAP); provided further, that in the case of the employment agreement with Xxxxxxx Xxxxxxx, such employment agreement need not be terminated on the condition that any payments that may become due to such employee upon the subsequent termination of his employment after the second anniversary of the Closing Date (without releasing him from any restrictive covenants), shall be Prohibited Liabilities (assume and shall not be subject to Section 12.6(b) below)assume any such Designated Contracts.

Designated Contracts. Within ten (10A) business days As soon as practicable after the date hereofhereof but in no event later than the day immediately preceding the Closing Date, Buyer shall deliver notice in writing to the Shareholders' Representative Schedule 2.4 setting forth each Company designating which, if any, of the Contracts identified (defined herein) set forth on Schedule 5.7(b) that the Company or any of its subsidiaries shall not retain as of the Closing 5.7 will be assigned to and assumed by Buyer (the "DESIGNATED CONTRACTS"); provided that no Management Agreement . Such notice of designation will be set forth on Schedule 1.3 to be attached hereto. If within said period of time Buyer fails to so deliver notice to Companies, Buyer will be deemed to have designated none of the Contracts and Companies will remain fully liable thereunder. Upon Closing, Buyer will provide mobile x-ray and/or mobile EKG services to the facilities or Tenancy Lease organizations with which the Companies currently have service contracts. To the extent Buyer makes any such designation and subject to the rights of third parties to any assignment, Companies shall at Closing be obligated to assign all of its right, title and interest under such Contracts to Buyer and Buyer shall assume the obligations accruing after Closing under such Designated Contracts. The Companies shall bring current, as of the Closing Date, all amounts due under the Designated Contracts. At the Closing, the cash portion of the Purchase Price shall be included on Schedule 2.4. Within five (5) days after Buyer reduced by an amount equal to the aggregate amount due as of the Closing under all of the Designated Contracts which are assumed by Buyer, and such aggregate withheld amount shall have delivered Schedule 2.4 be divided among and paid directly to Shareholders' Representative, the Shareholders' Representative may terminate this Agreement such Designated Contract vendors in accordance with the amounts owed to each of them. (B) Notwithstanding anything to the contrary contained herein, Buyer is not assuming and will not be responsible for any liabilities or obligations under the Designated Contracts incurred on or occurring before the Closing Date; all such liabilities and obligations remaining the sole and exclusive responsibility of Companies pursuant to Section 13.1 by giving notice thereof during such five (5) day period if any Contracts 1.2 herein and shall be listed paid or performed on Schedule 2.4. If Shareholders' Representative shall not so notify Buyer within such time period, then such right to terminate this Agreement shall expire. Prior to the Closing, each Contract described on Schedule 5.26 and each other Designated Contract shall be terminated (or the Company and its subsidiaries shall otherwise be released from all liability with respect thereto) at the sole cost and expense of the Principal Shareholders (or at the cost of the Company or its subsidiaries to the extent such cost is expressly included in the calculation of the Actual Working Capital Amount or Actual Long-term Liabilities). It shall be a condition precedent of Buyer to the Closing that all required consents shall have been obtained from each party to each Contract (that is not a Designated Contract) with respect to which the change in control contemplated by this Agreement requires such consent ("CONSENT CONTRACTS"), except to the extent that the failure to obtain such consents with respect to Consent Contracts that do not constitute Lease-Related Contracts (as hereinafter defined) is not reasonably likely to have a material adverse effect on the Company or the operation of the Business. The Company (prior to the Closing onlyDate. (C) Immediately after notice of the designation by Buyer of the Designated Contracts to be assigned by Companies, Companies will use their best efforts and each Principal Shareholder hereby jointly and severally represent and warrant shall diligently proceed to Buyer obtain any consents of any parties necessary to permit the assignment of the Designated Contracts. In the event that Schedule 5.7(b) correctly identifies each Consent any of the Designated Contracts are not assignable, or the parties to such Designated Contract that is necessary for the Company fail or refuse to consent to any Subsidiary to continue as the lessee under any Lease other than the Georgia billing office Lease identified as item 9 (ee) on Schedule 5.7(b) (each, a "LEASE-RELATED CONTRACT"). If the Company and Shareholders comply with their obligations under Section 9.4 below and any required consent is not obtained assignment on or prior to before the Closing with respect to any Lease-Related ContractDate, then Buyer shall not be permitted to terminate its obligations under this Agreement by reason thereof, but the Base Amount (and, correspondingly, the Series A Merger Consideration and the Series B Merger Consideration), shall be reduced by the amount allocated to the Facility to which such Lease-Related Contract relates as set forth on Annex A to Schedule 5.7(b); provided, however, that if the aggregate amount of such reduction to be made by reason of this Section 2.4 shall be equal to or exceed $7,000,000, then Buyer shall be entitled to terminate its obligations under this Agreement. If the Company or any of its subsidiaries shall enter into any agreement, lease, contract, instrument or commitment after the date hereof and prior to Closing that would be deemed to be "material" as defined in Section 5.7 below if it were in existence on the date hereof, or if there shall be disclosed any agreement, lease, contract, instrument or commitment that should have been disclosed on Schedule 5.7(b) hereto but that was not so disclosed, then Buyer shall have five (5) business days from the date on which so disclosed no liability to Buyer to notify the Shareholders' Representative as to whether assume any such agreement, lease, contract, instrument or commitment shall be a Designated Contract. If Buyer fails to so notify the Shareholders' Representative then such agreement, lease, contract, instrument or commitment shall not be deemed to be a Designated Contract. Without limiting the generality of the foregoing, all of the employment agreements referred to in Schedule 6.6A to the SCHM Stock Purchase Agreement other than the one-year employment agreements with Xxxxxx Canada, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, and Xxxx Xxxxxxxxx substantially in the form heretofore provided by Buyer to the Principal Shareholders, shall be terminated (or all amounts payable under such employment agreements at any time shall be included as current liabilities in the working capital of the Company and its subsidiaries on a consolidated basis as of the Closing Date regardless of whether in accordance with GAAP); provided further, that in the case of the employment agreement with Xxxxxxx Xxxxxxx, such employment agreement need not be terminated on the condition that any payments that may become due to such employee upon the subsequent termination of his employment after the second anniversary of the Closing Date (without releasing him from any restrictive covenants), shall be Prohibited Liabilities (and shall not be subject to Section 12.6(b) below)Contracts.

Designated Contracts. Within ten (10A) business days As soon as practicable after the date hereofhereof but in no event later than the day immediately preceding the Closing Date, Buyer shall deliver notice in writing to the Shareholders' Representative Schedule 2.4 setting forth each Company designating which, if any, of the Contracts identified (defined herein) set forth on Schedule 5.7(b) that 5.7 will be assigned to and assumed by Buyer (the "Designated Contracts"). Such notice of designation will be set forth on Schedule 1.3 to be attached hereto. If within said period of time Buyer fails to so deliver notice to Company, Buyer will be deemed to have designated none of the Contracts and Company or will remain fully liable thereunder. To the extent Buyer makes any such designation and subject to the rights of third parties to any assignment, Company shall at Closing be obligated to assign all of its subsidiaries right, title and interest under such Contracts to Buyer and Buyer shall not retain assume the obligations accruing after Closing under such Designated Contracts. The Company shall bring current, as of the Closing (Date, all amounts due under the "DESIGNATED CONTRACTS"); provided that no Management Agreement or Tenancy Lease Designated Contracts. At the Closing, the Purchase Price shall be included on Schedule 2.4. Within five (5) days after Buyer reduced by an amount equal to the aggregate amount due as of the Closing under all of the Designated Contracts which are assumed by Buyer, and such aggregate withheld amount shall have delivered Schedule 2.4 be divided among and paid directly to Shareholders' Representative, the Shareholders' Representative may terminate this Agreement such Designated Contract vendors in accordance with the amounts owed to each of them. (B) Notwithstanding anything to the contrary contained herein, Buyer is not assuming and will not be responsible for any liabilities or obligations under the Designated Contracts incurred on or occurring before the Closing Date; all such liabilities and obligations remaining the sole and exclusive responsibility of Company pursuant to Section 13.1 by giving notice thereof during such five (5) day period if any Contracts 1.2 herein and shall be listed paid or performed on Schedule 2.4. If Shareholders' Representative shall not so notify Buyer within such time period, then such right to terminate this Agreement shall expire. Prior to the Closing, each Contract described on Schedule 5.26 and each other Designated Contract shall be terminated (or the Company and its subsidiaries shall otherwise be released from all liability with respect thereto) at the sole cost and expense of the Principal Shareholders (or at the cost of the Company or its subsidiaries to the extent such cost is expressly included in the calculation of the Actual Working Capital Amount or Actual Long-term Liabilities). It shall be a condition precedent of Buyer to the Closing that all required consents shall have been obtained from each party to each Contract (that is not a Designated Contract) with respect to which the change in control contemplated by this Agreement requires such consent ("CONSENT CONTRACTS"), except to the extent that the failure to obtain such consents with respect to Consent Contracts that do not constitute Lease-Related Contracts (as hereinafter defined) is not reasonably likely to have a material adverse effect on the Company or the operation of the Business. The Company (prior to the Closing onlyDate. (C) Immediately after notice of the designation by Buyer of the Designated Contracts to be assigned by Company, Company will use its best efforts and each Principal Shareholder hereby jointly and severally represent and warrant shall diligently proceed to Buyer obtain any consents of any parties necessary to permit the assignment of the Designated Contracts. In the event that Schedule 5.7(b) correctly identifies each Consent any of the Designated Contracts are not assignable, or the parties to such Designated Contract that is necessary for the Company fail or refuse to consent to any Subsidiary to continue as the lessee under any Lease other than the Georgia billing office Lease identified as item 9 (ee) on Schedule 5.7(b) (each, a "LEASE-RELATED CONTRACT"). If the Company and Shareholders comply with their obligations under Section 9.4 below and any required consent is not obtained assignment on or prior to before the Closing with respect to any Lease-Related ContractDate, then Buyer shall not be permitted to terminate its obligations under this Agreement by reason thereof, but the Base Amount (and, correspondingly, the Series A Merger Consideration and the Series B Merger Consideration), shall be reduced by the amount allocated to the Facility to which such Lease-Related Contract relates as set forth on Annex A to Schedule 5.7(b); provided, however, that if the aggregate amount of such reduction to be made by reason of this Section 2.4 shall be equal to or exceed $7,000,000, then Buyer shall be entitled to terminate its obligations under this Agreement. If the Company or any of its subsidiaries shall enter into any agreement, lease, contract, instrument or commitment after the date hereof and prior to Closing that would be deemed to be "material" as defined in Section 5.7 below if it were in existence on the date hereof, or if there shall be disclosed any agreement, lease, contract, instrument or commitment that should have been disclosed on Schedule 5.7(b) hereto but that was not so disclosed, then Buyer shall have five (5) business days from the date on which so disclosed no liability to Buyer to notify the Shareholders' Representative as to whether assume any such agreement, lease, contract, instrument or commitment shall be a Designated Contract. If Buyer fails to so notify the Shareholders' Representative then such agreement, lease, contract, instrument or commitment shall not be deemed to be a Designated Contract. Without limiting the generality of the foregoing, all of the employment agreements referred to in Schedule 6.6A to the SCHM Stock Purchase Agreement other than the one-year employment agreements with Xxxxxx Canada, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, and Xxxx Xxxxxxxxx substantially in the form heretofore provided by Buyer to the Principal Shareholders, shall be terminated (or all amounts payable under such employment agreements at any time shall be included as current liabilities in the working capital of the Company and its subsidiaries on a consolidated basis as of the Closing Date regardless of whether in accordance with GAAP); provided further, that in the case of the employment agreement with Xxxxxxx Xxxxxxx, such employment agreement need not be terminated on the condition that any payments that may become due to such employee upon the subsequent termination of his employment after the second anniversary of the Closing Date (without releasing him from any restrictive covenants), shall be Prohibited Liabilities (and shall not be subject to Section 12.6(b) below)Contracts.

Designated Contracts. Within ten (10) business days after the date hereof, Buyer shall deliver to the Shareholders' Representative Shareholder Schedule 2.4 setting forth each of the Contracts identified on Schedule 5.7(b) that the Company Company, Medi-Serve or any of its subsidiaries the Subsidiaries shall not retain as of the Closing (the "DESIGNATED CONTRACTS"); provided that no Management Agreement or Tenancy Lease shall be included on Schedule 2.4. Within five (5) days after Buyer shall have delivered Schedule 2.4 to Shareholders' RepresentativeShareholder, the Shareholders' Representative Shareholder may terminate this Agreement in accordance with Section 13.1 12.1 by giving notice thereof during such five (5) day period if any Contracts shall be listed on Schedule 2.4. If Shareholders' Representative Shareholder shall not so notify Buyer within such time period, then such right to terminate this Agreement shall expire. Prior to the ClosingClosing (unless the Shareholder shall have terminated this Agreement as provided above), each Designated Contract described set forth on Schedule 5.26 and each other Designated Contract 2.4 shall be terminated (or the Company Company, Medi-Serve and its subsidiaries the Subsidiaries shall otherwise be released from all liability with respect thereto) at the sole cost and expense of the Principal Shareholders Shareholder (or at the cost of the Company Company, Medi-Serve or its subsidiaries the Subsidiaries to the extent such cost is expressly included in the calculation of the Actual Working Capital Amount or Actual Long-term Liabilities). It shall be a condition precedent of Buyer to the Closing that all required consents shall have been obtained from each party to each Contract (that is not a Designated Contract) with respect to which the change in control contemplated by this Agreement requires such consent ("CONSENT CONTRACTS"), except to the extent that the failure to obtain such consents with respect to Consent Contracts that do not constitute Lease-Related Contracts (as hereinafter defined) is not reasonably likely to have a material adverse effect on the Company Company, Medi-Serve or the operation of the Business. The Company (prior to the Closing only) and each Principal Shareholder hereby jointly and severally represent and warrant to Buyer that Schedule 5.7(b) correctly identifies each Consent Contract that is necessary for the Company or any Subsidiary to continue as the lessee under any Lease other than the Georgia billing office Lease identified as item 9 (ee) on Schedule 5.7(b) (each, a "LEASE-RELATED CONTRACT"). If the Company and Shareholders comply with their obligations under Section 9.4 below and any required consent is not obtained on or prior to Closing with respect to any LeaseCompany, Medi-Related Contract, then Buyer shall not be permitted to terminate its obligations under this Agreement by reason thereof, but the Base Amount (and, correspondingly, the Series A Merger Consideration and the Series B Merger Consideration), shall be reduced by the amount allocated to the Facility to which such Lease-Related Contract relates as set forth on Annex A to Schedule 5.7(b); provided, however, that if the aggregate amount of such reduction to be made by reason of this Section 2.4 shall be equal to or exceed $7,000,000, then Buyer shall be entitled to terminate its obligations under this Agreement. If the Company Serve or any of its subsidiaries the Subsidiaries shall enter into any agreement, lease, contract, instrument or commitment after the date hereof and prior to Closing that would be deemed to be "material" as defined in Section 5.7 below if it were in existence on the date hereof, or if there shall be disclosed any agreement, lease, contract, instrument or commitment that should have been disclosed on Schedule 5.7(b) hereto but that was not so disclosed, then Buyer shall have five (5) business days from the date on which so disclosed to Buyer to notify the Shareholders' Representative Shareholder as to whether such agreement, lease, contract, instrument or commitment shall be a Designated Contract. If Buyer fails to so notify the Shareholders' Representative Shareholder then such agreement, lease, contract, instrument or commitment shall not be deemed to be a Designated Contract. Without limiting the generality of the foregoing, all of the employment agreements referred to in Schedule 6.6A to the SCHM Stock Purchase Agreement other than the one-year employment agreements with Xxxxxx Canada, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, and Xxxx Xxxxxxxxx substantially in the form heretofore provided by Buyer to the Principal Shareholders, shall be terminated (or all amounts payable under such employment agreements at any time shall be included as current liabilities in the working capital of the Company and its subsidiaries on a consolidated basis as of the Closing Date regardless of whether in accordance with GAAP); provided further, that in the case of the employment agreement with Xxxxxxx Xxxxxxx, such employment agreement need not be terminated on the condition that any payments that may become due to such employee upon the subsequent termination of his employment after the second anniversary of the Closing Date (without releasing him from any restrictive covenants), shall be Prohibited Liabilities (and shall not be subject to Section 12.6(b) below).

Designated Contracts. Within ten (10a) business days As soon as practicable after the date hereofhereof but in no event later than the day immediately preceding the Closing Date, Buyer shall deliver notice in writing to the Shareholders' Representative Schedule 2.4 setting forth each Seller designating which, if any, of the Contracts identified (defined herein) set forth on Schedule 5.7(b) that the Company or any of its subsidiaries shall not retain as of the Closing 4.7 will be assigned to and assumed by Buyer (the "DESIGNATED CONTRACTSDesignated Contracts"). Such notice of designation will be set forth on Schedule 1.4 to be attached hereto. If within said period of time Buyer fails to so deliver notice to Seller, Buyer will be deemed to have designated none of the Contracts and Seller will remain fully liable thereunder. To the extent Buyer makes any such designation, Seller shall at Closing be obligated to assign all of its right, title and interest under such Contracts to Buyer and Buyer shall assume the obligations accruing after Closing under such Designated Contracts. (b) Notwithstanding anything to the contrary contained herein, Buyer is not assuming and will not be responsible for any liabilities or obligations under the Designated Contracts incurred on or occurring before the Closing Date; provided that no Management Agreement or Tenancy Lease all such liabilities and obligations remaining the sole and exclusive responsibility of Seller pursuant to Paragraph 1.3 herein and shall be included paid or performed on Schedule 2.4. Within five (5) days after Buyer shall have delivered Schedule 2.4 to Shareholders' Representative, the Shareholders' Representative may terminate this Agreement in accordance with Section 13.1 by giving notice thereof during such five (5) day period if any Contracts shall be listed on Schedule 2.4. If Shareholders' Representative shall not so notify Buyer within such time period, then such right to terminate this Agreement shall expire. Prior to the Closing, each Contract described on Schedule 5.26 and each other Designated Contract shall be terminated (or the Company and its subsidiaries shall otherwise be released from all liability with respect thereto) at the sole cost and expense of the Principal Shareholders (or at the cost of the Company or its subsidiaries to the extent such cost is expressly included in the calculation of the Actual Working Capital Amount or Actual Long-term Liabilities). It shall be a condition precedent of Buyer to the Closing that all required consents shall have been obtained from each party to each Contract (that is not a Designated Contract) with respect to which the change in control contemplated by this Agreement requires such consent ("CONSENT CONTRACTS"), except to the extent that the failure to obtain such consents with respect to Consent Contracts that do not constitute Lease-Related Contracts (as hereinafter defined) is not reasonably likely to have a material adverse effect on the Company or the operation of the Business. The Company (prior to the Closing onlyDate. (c) Immediately after notice of the designation by Buyer of the Contracts to be assigned by Seller, Seller will use its best efforts and each Principal Shareholder hereby jointly and severally represent and warrant shall diligently proceed to Buyer obtain any consents of any parties necessary to permit the assignment of the Designated Contracts. In the event that Schedule 5.7(b) correctly identifies each Consent any of the Designated Contracts are not assignable, or the parties to such Designated Contract that is necessary for the Company fail or refuse to consent to any Subsidiary to continue as the lessee under any Lease other than the Georgia billing office Lease identified as item 9 (ee) on Schedule 5.7(b) (each, a "LEASE-RELATED CONTRACT"). If the Company and Shareholders comply with their obligations under Section 9.4 below and any required consent is not obtained assignment on or prior to before the Closing with respect to any Lease-Related ContractDate, then Buyer shall not be permitted to terminate its obligations under this Agreement by reason thereof, but the Base Amount (and, correspondingly, the Series A Merger Consideration and the Series B Merger Consideration), shall be reduced by the amount allocated to the Facility to which such Lease-Related Contract relates as set forth on Annex A to Schedule 5.7(b); provided, however, that if the aggregate amount of such reduction to be made by reason of this Section 2.4 shall be equal to or exceed $7,000,000, then Buyer shall be entitled to terminate its obligations under this Agreement. If the Company or any of its subsidiaries shall enter into any agreement, lease, contract, instrument or commitment after the date hereof and prior to Closing that would be deemed to be "material" as defined in Section 5.7 below if it were in existence on the date hereof, or if there shall be disclosed any agreement, lease, contract, instrument or commitment that should have been disclosed on Schedule 5.7(b) hereto but that was not so disclosed, then Buyer shall have five (5) business days from the date on which so disclosed no liability to Buyer to notify the Shareholders' Representative as to whether assume and will not assume any such agreement, lease, contract, instrument or commitment shall be a Designated Contract. If Buyer fails to so notify the Shareholders' Representative then such agreement, lease, contract, instrument or commitment shall not be deemed to be a Designated Contract. Without limiting the generality of the foregoing, all of the employment agreements referred to in Schedule 6.6A to the SCHM Stock Purchase Agreement other than the one-year employment agreements with Xxxxxx Canada, Xxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxxxx, Xxxx Xxxxxxx, and Xxxx Xxxxxxxxx substantially in the form heretofore provided by Buyer to the Principal Shareholders, shall be terminated (or all amounts payable under such employment agreements at any time shall be included as current liabilities in the working capital of the Company and its subsidiaries on a consolidated basis as of the Closing Date regardless of whether in accordance with GAAP); provided further, that in the case of the employment agreement with Xxxxxxx Xxxxxxx, such employment agreement need not be terminated on the condition that any payments that may become due to such employee upon the subsequent termination of his employment after the second anniversary of the Closing Date (without releasing him from any restrictive covenants), shall be Prohibited Liabilities (and shall not be subject to Section 12.6(b) below)Contracts.