LIST OF CONTRACTS AND OTHER DATA Sample Clauses

LIST OF CONTRACTS AND OTHER DATA. Schedule 2.13 sets forth the ------------- following information with respect to the properties and assets of Xxxxxxxxx, other than the Excluded Assets (indicating in each case, where appropriate, whether or not consent by a third party is required for the transfer by Xxxxxxxxx of such properties and assets to the Company): 2.13.1 a description of all real property leased by Xxxxxxxxx and all leases of real property to which Xxxxxxxxx is a party; 2.13.2 a list of all personal property owned of record or beneficially by Xxxxxxxxx having a value per item or group of items in excess of $1,000 and all leases of personal property, licenses, permits, franchises, concessions, certificates of public convenience or the like to which Xxxxxxxxx is a party; 2.13.3 a list of (i) all United States and foreign patents, trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights and copyright registrations, unexpired as of the date hereof, all United States and foreign applications pending on said date for patents, for trademark or trade name registrations, for service xxxx registrations, or for copyright registrations, and all trademarks, trade names, service marks, labels and other trade rights in use on said date, all of the foregoing being owned in whole or in part as noted thereon on said date by Xxxxxxxxx, (ii) a description of all action taken by Xxxxxxxxx to protect all tradenames used by it, and (iii) all licenses granted by or to Xxxxxxxxx and all other agreements to which Xxxxxxxxx is a party, which relate in whole or in part to any items of the categories mentioned in clause (i) above or to any other proprietary rights, whether owned by Xxxxxxxxx or otherwise; 2.13.4 a list of all existing contracts and commitments to which Xxxxxxxxx is a party or by which Xxxxxxxxx or any of its respective properties or assets is bound, except for Immaterial Contracts. "Immaterial Contracts" shall mean contracts which (i) no party thereto is a physician, physician group or other referral source to a UHS Facility, and is not a third party payor contract and is not a real estate lease and (ii) requires payment by --- Xxxxxxxxx of less than $100,000 per year; and

LIST OF CONTRACTS AND OTHER DATA. The Disclosure Schedule sets forth a listing of all contracts to which the Company or any Subsidiary is a party, except: (a) purchase and sales orders entered into in the ordinary course of business; (b) any contract which has a remaining term of less than two (2) years from the date of this Agreement involves an aggregate receipt or expenditure after the date of this Agreement of less than $50,000; (c) any contract which has a term in excess of two (2) years and involves an aggregate receipt or expenditure by the Company or any Subsidiary of less than $50,000 and was entered into in the ordinary course of business; and (d) any contract that may be terminated by the Company or any Subsidiary on no more than ninety (90) days notice without penalty (collectively, the "Material Contracts"). Except as set forth in the Disclosure Schedule: (i) All Material Contracts are in full force and effect and are valid and binding on the Company or Subsidiary party thereto, and to Sellers' knowledge, all other parties thereto, and none of them is subject to any material amendment or modification that is not set forth within the four corners of the documents that have been made available to Buyer pursuant to clause (iv) below and listed in the Seller Disclosure Schedule; (ii) Neither the Company or any Subsidiary nor, to Seller's knowledge, any other party to any Material Contract is in material breach of any provision of, in material violation of, or in default under the terms of any Material Contract. (iii) No event has occurred which, with or without the giving of notice or passage of time or otherwise, would constitute a material default under or result in the material breach of any Material Contract by the Company or any Subsidiary or to Seller's knowledge by any other party. (iv) Seller has made available to Buyer accurate and complete copies of each Material Contract.

LIST OF CONTRACTS AND OTHER DATA. Neither HC nor Newco has: (a) any registered patents, trademarks, trade names, service marks and copyrights or any applications pending for patents or for trademarks, trade names, service marks or copyright registrations; (b) any collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, employee pension or retirement plans, employee stock purchase and stock option plans, group life insurance, hospitalization insurance or other plans or arrangements providing for benefits to employees of HC or Newco; (c) any contracts (including, without limitation, mortgages, indentures and loan agreements) to which it is a party, or to which it or any of its assets or properties are subject and which are not specifically referred to in Sections 6.13(a) or 6.l3(b) above and which provide for a period of performance which extends beyond twelve (12) months from the date hereof; and (d) any employees.

LIST OF CONTRACTS AND OTHER DATA. Administrative Services Agreement with Blue Diamond Realty LLC dated January 1, 2003 Directors Contract with Xxxxxx X. Xxxxxxxxxx dated January 1, 2003 Telephone Services Agreement with First State Telecom LLC dated October 1, 2003 Cellular Telephone Agreement with T-Mobile dated October 14, 2003

LIST OF CONTRACTS AND OTHER DATA. Schedule 2.16 sets forth the following:

LIST OF CONTRACTS AND OTHER DATA. The Disclosure Schedule sets forth a listing of all contracts (including licenses, leases, indentures, guaranty and indemnification agreements, loan agreements, sales agency, broker and dealer agreements, noncompete, employment and consulting agreements) to which the Company is a party, except (i) open purchase orders entered into in the ordinary course of business, (ii) cooperative advertising contracts entered into in the ordinary course of business, (iii) any contract (other than a noncompetition agreement) which involves an aggregate expenditure after the date of this Agreement of less than Fifty Thousand Dollars ($50,000), and (iv) any contract that may be terminated by the Company on no more than ninety (90) days notice without penalty (collectively, the "Material Contracts"). The Disclosure Schedule also sets forth a listing of the Company's largest ten (10) suppliers during its fiscal year ended May 25, 1997. (i) All Material Contracts are in full force and effect and are valid and binding on and enforceable against the Company and, to the Seller's knowledge, the other parties thereto; (ii) Neither the Company nor, to Seller's knowledge, any other party to any Material Contract is in breach of any provision of, in violation of, or in default under the terms of any Material Contract; (iii) No event has occurred which, after the giving of notice or passage of time or otherwise, would constitute a breach or default or permit termination, modification or acceleration, under of any Material Contract by the Company or, to Seller's knowledge, by any other party; (iv) Seller has made available to Buyer accurate and complete copies of each Material Contract; (v) Except as set forth in the Disclosure Schedule, the consummation of the transactions contemplated hereby will not contravene or constitute a default under or require consent or result in termination or impairment of any Material Contract.

LIST OF CONTRACTS AND OTHER DATA. Section 6.9 of Seller's Disclosure Schedule sets forth, as of the date of this Agreement, a listing of the following, true and correct copies of which have been furnished to Buyer: 6.9.1 All existing contracts and commitments, whether written or oral, to which Seller is a party, or to which it or any of its assets or properties are subject or bound; and 6.9.2 A true, correct and complete list of the names and current annual compensation (including wages, salaries, bonuses and benefits under pension, profit sharing, deferred compensation and similar plans or programs) of all of Seller's employees and information concerning years of service and seniority.

LIST OF CONTRACTS AND OTHER DATA. Schedule 3.22 lists all agreements, contracts and commitments to which the Company is a party or by which its assets or business may be bound or affected, presently outstanding (each a “Contract of the Company”). Each of the Contracts of the Company is in full force and effect, and neither the Company nor, to the Knowledge of the Company, any party to such Contract of the Company is in violation of or in default in the performance, observance or fulfillment of any obligation, agreement, covenant or condition contained therein. The Company has not received any notice from any party to any Contract of the Company that such party intends not to perform, observe or fulfill any its obligations, agreements, covenants or conditions under such Contract of the Company and, to the Knowledge of the Company and Seller, the Company has no reason to believe that such party will be unable to perform, observe or fulfill any its obligations, agreements, covenants or conditions under such Contract of the Company.

LIST OF CONTRACTS AND OTHER DATA. Section 5.16 of the Disclosure Schedule sets forth a listing of the following: 5.16.1 All policies of liability, theft, fidelity, life, fire and other forms of insurance currently or within the three (3) years immediately preceding the date of this Agreement held by or for the benefit of each Company specifying the insurer, amount of coverage, type of insurance, policy number, material pending claims thereunder of which such Company has notice and a summary of material claims made under such policies of insurance during the three (3) years immediately preceding the date of this Agreement. 5.16.2 All existing material contracts and other material legally binding commitments, whether written or oral, to which each Company is a party, or to which it or any of its assets or properties are subject. 5.16.3 The name of each bank in which each Company has an account or safety deposit box, together with the account numbers and the persons authorized to draw thereon or procure credit therefrom.

LIST OF CONTRACTS AND OTHER DATA. Section 4.12 of the Xxxxx -------------------------------- Disclosure Schedule sets forth the following: (a) all of Ladia's registered patents, trademarks, trade names, service marks and copyrights, if any, used in connection with the operation of its business, and all applications, if any, pending for patents or for trademarks, trade names, service marks or copyright registrations; (b) all collective bargaining agreements, employment and consulting agreements, executive compensation plans, bonus plans, deferred compensation agreements, employee pension or retirement plans, employee stock purchase and stock option plans, group life insurance, hospitalization insurance or other plans or arrangements providing for benefits to employees of Xxxxx, if any; (c) all contracts (including, without limitation, mortgages, indentures and loan agreements) to which Xxxxx is a party, or to which it or any of its assets or properties are subject and which are not specifically referred to in Sections 4.12(a) or 4.12(b) above, and which provide for a period of performance which extends beyond twelve (12) months from the date hereof or involve payment of or receipt after the date hereof of amounts in excess of one percent of Ladia's net sales for the year ended December 31, 1997, provided that the foregoing shall not be deemed to include (i) ordinary course of business purchase orders for materials from vendors if such purchase orders are supported by firm released customer purchase orders for the Xxxxx products or (ii) ordinary course of business orders for the Xxxxx products; and (d) the names and current annual compensation rates of the top ten (10) paid employees of Xxxxx. True and complete copies of all documents and complete descriptions of all oral understandings, if any, referred to in this Section 4.12 have been provided or made available to Computone and its counsel.