Disclosure Schedule 4. 13.1 (i) contains detailed information (including where applicable the federal registration number and the date of registration or application for registration and the name in which registration was applied for) concerning (x) all of RLG's registrations of trademarks and of other marks, trade names or other trade rights, and all pending applications for any such registrations and all of RLG's patents and registered copyrights and all pending applications therefor, (y) all computer software used by RLG in the conduct of its business ("Computer Software") indicating whether such Computer Software is owned or licensed and, if licensed, the material terms of such license, and (z) all other trademarks and other marks, trade names and other trade rights and all other trade secrets, designs, plans, specifications, and other intellectual property rights of any kind of RLG, whether or not registered which are material to the operation of RLG as it is currently conducted, (all of the items referred to in this clause (i) being "Intellectual Property Rights") and (ii) identifies any intellectual property rights that any third party owns and that RLG uses or proposes to use in its business, and specifies whether such use is or will be pursuant to license, sublicense, agreement or permission. RLG owns (or, as set forth in Disclosure Schedule 4.13.1, possesses adequate and enforceable licenses or other rights to use) all Intellectual Property Rights now used or proposed to be used in its business and has taken all reasonably necessary or appropriate action to protect the Intellectual Property Rights. Except as set forth in Disclosure Schedule 4.13.1, no Person has a right to receive a royalty or similar payment in respect of any Intellectual Property Rights pursuant to any contractual arrangements entered into by RLG or otherwise. Except as set forth in Disclosure Schedule 4.13, RLG has not received notice nor has the Stockholder any reason to believe that the use by RLG of the Intellectual Property Rights is interfering with, infringing upon or otherwise violating the rights of any third party in or to such Intellectual Property Rights, and no proceedings have been instituted against or notices received by RLG alleging that RLG's use of any Intellectual Property Rights infringes upon or otherwise violates any rights of a third party in or to such Intellectual Property Rights, which infringement or violation could have a Material Adverse Effect. The Intellectual Property...
Disclosure Schedule 4. 19 lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Credit Party, as well as a summary of the terms of each such policy.
Disclosure Schedule 4. 2(i)(xiv) lists and contains an accurate and complete description as to any United States federal and state net operating and capital loss carryforwards for Company (including any limitations of such net operating or capital loss carryforwards under Code Sections 382, 383 or 384 or the Treasury Regulations), if any, as of December 31, 2014, and the expiration dates thereof; such entries are true, accurate and correct as of such date and have been prepared by Company in accordance with GAAP applied on a consistent basis.
Disclosure Schedule 4. 2(i) sets forth an accurate and complete description of the following leases, subleases, licenses, contracts and agreements to which Company is a party or by which any of them is bound:
(A) any agreement that obligates or may obligate Company in the aggregate for an amount in excess of $25,000 in any calendar year (as determined on an annualized basis with respect to multi-year contracts) or related contracts of a similar nature that in the aggregate obligate or may obligate Company for an amount in excess of $50,000 in any calendar year (as determined on an annualized basis with respect to multi-year contracts);
(B) any non-competition agreement or any other agreement or obligation which limits in any material respect (i) the ability of Company to manage or operate any business or solicit any current, former or potential customers, borrowers or lessees that shall, in either case, be binding on Parent or its affiliates (including Company) after Closing, or (ii) the manner in which, or the localities in which, any portion of the business of any of them or, following consummation of the transactions contemplated by this Agreement, Parent’s or its affiliates’ (including Company’s) businesses, is or would be conducted;
(C) any agreement providing for the indemnification by Company of any Person, other than customary agreements relating to the indemnification of directors, officers and employees of Company or indemnification pursuant to routine agreements entered into in the ordinary course (such as office equipment leases and the like);
(D) any joint venture, strategic alliance or partnership agreement or other similar agreement;
(E) any agreement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of Company to own, operate, sell, transfer, pledge or otherwise dispose of any material amount of assets or business (other than in connection with securitization or financing transactions or contracts entered into in the ordinary course of business that require that the particular transactions that are the subject thereof to be conducted with the counterparty or counterparties to the contract);
(F) any contract or agreement providing for any payments that are conditioned, in whole or in part, on, or requiring the consent, notice or approval of or to any Person upon, a change of control of Company;
(G) any employment agreement, change in control agreement, or any agreement or arrangement tha...
Disclosure Schedule 4. 3.1 sets forth a true and accurate description of awards of restricted stock of FENB awarded pursuant to all FENB Compensation and Benefit Plans, the recipient of such awards of restricted stock, the vesting dates thereof and/or the performance criteria relating thereto.
Disclosure Schedule 4. 2.3 lists every SBBX Subsidiary, and for each SBBX Subsidiary, its jurisdiction of incorporation, SBBX’s percentage ownership and the name and number of shares held by any other person who owns any stock. SBBX owns all the capital stock of the SBBX Subsidiaries, free and clear of any lien or encumbrance. Each SBBX Subsidiary (other than SB One Bank) is a corporation, limited liability company or other legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and each has all requisite company, partnership or corporate (as applicable) power and authority to own or lease its properties and assets and to carry on its business as now conducted, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect on SBBX. Other than shares of capital stock of the SBBX Subsidiaries listed on SBBX Disclosure Schedule 4.2.3, SBBX does not own or control, directly or indirectly, or have the right to acquire directly or indirectly, an equity interest in any corporation, company, association, partnership, joint venture or other entity, except for FHLB stock, permissible equity interests held in the investment portfolios of SBBX or any SBBX Subsidiary, equity interests held by any SBBX Subsidiary in a fiduciary capacity and equity interests held in connection with the lending activities of SBBX or its Subsidiaries. There are no restrictions on the ability of any SBBX Subsidiary to pay dividends or distributions except, in the case of a SBBX Subsidiary that is a regulated entity, for restrictions on dividends or distributions generally applicable to all such regulated entities.
Disclosure Schedule 4. 12) lists all Plans sponsored or maintained by any Borrower and all Plans sponsored and maintained by an ERISA Affiliate the operating of which could lead to a liability of any Borrower which could reasonably be expected to have a Material Adverse Effect, and separately identifies any Pension Plans, including Title IV Plans, Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare Plans. Copies of all such listed Plans, together with a copy of the latest form IRS/DOL 5500-series for each such Plan have been made available to Agent. Except with respect to Multiemployer Plans, each Qualified Plan has been determined by the IRS to qualify under Section 401 of the Code (or has been adapted using a prototype plan document that has been approved by the IRS), the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the Code, and, to each Borrower’s knowledge, nothing has occurred that would cause the loss of such qualification or tax-exempt status. Each Plan is in compliance with the applicable provisions of ERISA and the Code, except to the extent any such non-compliance could not reasonably be expected to have a Material Adverse Effect. No Borrower, or ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the Code or Section 302 of ERISA or the terms of any such Plan, except to the extent any such failure could not reasonably expected to have a Material Adverse Effect. No Borrower or any ERISA Affiliate has engaged in, or assumed any liability in connection with, a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Code, in connection with any Plan, that could reasonably be expected to have a Material Adverse Effect.
Disclosure Schedule 4. 16.1 lists each of the following Contracts (with such Disclosure Schedule organized and divided by each subpart listed below):
(a) any Customer Contract which, including all work orders and statements of work associated therewith, (i) accounted for revenues in excess of $300,000 during the year ended December 31, 2010, or (ii) is reasonably expected to account for revenues in excess of $300,000 during the year ended December 31, 2011;
(b) any Customer Contract for which, to the Initial Members’ knowledge, the remaining cost to perform such Customer Contract, as estimated by the Initial Members’ in good faith, will exceed the amounts left to be billed under such Customer Contract assuming Purchaser operates the Company’s business on a basis generally consistent with the Company’s past practices;
(c) other than pursuant to Customer Contracts, any agreements, contracts or commitments that provide for the sale, licensing or distribution of any Intellectual Property of the Company;
(d) any independent contractor, consultant, subconsultant, subcontractor or similar agreement, contract or commitment pursuant to which the Company (i) made payments in excess of $10,000 during the year ended December 31, 2010, or (ii) reasonably expects to make payments in excess of $10,000 during the year ending December 31, 2011;
(e) any collective bargaining or union agreements, contracts or commitments with respect to the employees of the Company;
(f) any contract, agreement or commitment for or relating to any Debt;
(g) any Set-aside Contract;
(h) any advance, loan or other similar arrangement to any Person (other than trade accounts receivable in the ordinary course of business consistent with past practices);
(i) any contract or commitment (other than any Contract disclosed pursuant to subpart (d) of Disclosure Schedule 4.16.1) with a remaining obligation for the purchase of materials, supplies, goods, services, equipment or other assets that provides for annual payments by the Company of $25,000 or more;
(j) any contract or agreement providing for notice, the payment of compensation or other benefits, or creating or triggering any rights of acceleration, consent, termination, modification, cancellation, loss of rights or other rights or obligations in the event of a sale or change in control of the Company;
(k) any lease of real estate;
(l) any lease of personal property with annual lease payments in excess of $10,000;
(m) any agreement concerning an investment, partnership ...
Disclosure Schedule 4. 5(e) contains a true, accurate and complete list of the Benefit Plans. Sellers have delivered or made available to Buyers true and complete copies of all Benefit Plans, as they may have been amended to the date hereof, and all related trust documents, insurance contracts or other funding vehicles and the most recent determination or opinion letter, if any, issued by the Internal Revenue Service with respect to any Qualified Plan and any pending request for such a determination letter.
Disclosure Schedule 4. 15.2 may exclude any individual loan with a principal outstanding balance of less than $20,000, provided that CLFC DISCLOSURE SCHEDULE 4.15.2 includes, for each category described, the aggregate amount of individual loans with a principal outstanding balance of less than $20,000 that have been excluded.
