Material Agreements, Contracts and Commitments. Except as set forth on Exhibit 2.11 delivered to Excite herewith, Classifieds2000 is not a party or subject to any oral or written contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses not entered into in the ordinary course of business and which is material to the business of Classifieds2000 (each a "MATERIAL AGREEMENT"). Material Agreements shall include, without limitation, any:
(a) Contract providing for potential payments by or to Classifieds2000 in excess of Fifty Thousand Dollars ($50,000.00) or more;
(b) Product distribution agreement, development agreement, or license agreement as licensor or licensee with a potential value in excess of $50,000 (except for standard non-exclusive software licenses granted to end-user customers in the ordinary course of business the form of which has been provided to Excite's counsel or standard licenses purchased by Classifieds2000 for off-the-shelf software);
(c) Material agreement for the lease of real or personal property;
(d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons with a potential value in excess of $50,000;
(e) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Financial Statements;
(f) Contract containing covenants purporting to limit Classifieds2000's freedom to compete in any line of business in any geographic area; or
(g) Stock redemption or purchase agreement yet to be performed. To its knowledge, all Material Agreements listed in Exhibit 2.11 constitute valid and enforceable obligations of the parties thereto and are in full force and effect. Classifieds2000 is not, nor, to the knowledge of Classifieds2000 or the Principal Shareholders is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement, which breach or default may reasonably be expected to have a Material Adverse Effect. A copy of each agreement or document listed on Exhibit 2.11 has been delivered to Excite's counsel. Classifieds2000 is not a party to any contract or arrangement which has had or could reasonably be expected to have a Material Adverse Effect.
Material Agreements, Contracts and Commitments. All oral or written ---------------------------------------------- contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses which are material to the business of Asymetrix and its subsidiaries taken as a whole (for purposes of this Section 4.11, a "Material Agreement") ------------------ constitute valid and enforceable obligations of the parties thereto (except as to the effect, if any, of (i) applicable bankruptcy and other similar laws affecting the rights of creditors generally, (ii) rules of law governing specific performance, injunctive relief and other equitable remedies, and (iii) the enforceability of provisions requiring indemnification in connection with the offering, issuance or sale of securities); and are in full force and effect. Asymetrix is not, nor, to the best knowledge of Asymetrix, is any other party thereto, in breach or default in any material respect under the terms of any such Material Agreement. A copy of each Material Agreement has been delivered or made available to counsel for CSI and the Principals. Asymetrix is not a party to any contract or arrangement which, in the absence of a breach by the other party or parties thereto, has had or could reasonably be expected to have a Material Adverse Effect. Asymetrix does not have any material liability for renegotiation of government contracts or subcontracts, if any.
Material Agreements, Contracts and Commitments. Except as set forth on Schedule 3.11 of the SSA Schedule of Exceptions and other than this Agreement and the SSA Ancillary Agreements, neither SSA nor any Principal is on the date hereof a party or subject to any oral or written contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses which are material to the business of SSA (each a "Material Agreement"), including, but not limited to any:
(a) Contract, commitment, letter contract or purchase order providing for payments by or to SSA in an aggregate amount of (1) $25,000 or more in the ordinary course of business to any one vendor or customer; or (2) $10,000 or more not in the ordinary course of business to any one vendor or customer;
(b) License agreement as licensor or licensee, including site licenses for products with initial year fees in excess of $25,000 and each agreement that provides for either the delivery of source code to the licensee or escrow of such source code for the benefit of such licensee and including any SSA IP Rights Agreement (as defined in Section 3.12);
(c) Consulting, development or similar agreement under which SSA currently provides or will provide any custom software development, training, documentation, personnel placements, advice, consulting services or other products or services to a customer of SSA (collectively, the "Current Service Agreements");
(d) Contract for the current or future sale, provision or manufacture of products (including computer software), material or supplies from SSA or in which SSA has granted or received distribution rights, most favored customer pricing provisions or exclusive marketing rights relating to any product or services, group of products or services or territory (collectively, "Current Sales Agreements," together with the Current Service Agreements, the "Customer Agreements");
(e) Contract providing for the development of software by or for SSA, or license of software to SSA, which software is used or incorporated in any products distributed or services provided by SSA or is contemplated to be used or incorporated in any products to be distributed or services to be provided by SSA (other than software generally available to the public at a per copy license fee of less than $2,000 per copy);
(f) Contract or commitment for the employment of any officer, employee or consultant of SSA or any other type of contract or understanding with any officer, employee or consultant of SSA which is not immediately termin...
Material Agreements, Contracts and Commitments. (a) Except for the agreements set forth on Schedule 4.9 and on Appendix A hereto, USA Dealers is not a party to nor is it bound by:
(i) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization except for the remaining balance of $35,000 to Al Tamasebi under his current consulting agreement paid at $5,000 per month.
(ii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(iii) any fidelity or surety bond or completion bond;
(iv) any lease of personal property with fixed annual rental payments in excess of $5,000;
(v) any agreement, contract or commitment containing any covenant limiting the freedom of USA Dealers to engage in any line of business or to compete with any person;
(vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $5,000 either individually or in the aggregate;
(vii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of USA Dealers' business;
(viii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;
(ix) any purchase order or contract for the purchase of materials involving in excess of $5,000 either individually or in the aggregate;
(x) any construction contracts;
(xi) any dealer, distribution, joint marketing or development agreement;
(xii) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of USA Dealers' products or services; or
(xiii) any other agreement, contract or commitment that involves $1,000 or more or is not cancelable without penalty within thirty (30) days.
(b) USA Dealers is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms ...
Material Agreements, Contracts and Commitments. (a) Section 2.9(a) of the Company Disclosure Schedule set forth each agreement (or series of related agreements), contract or commitment (whether written or oral) to which the Company or its Subsidiaries is a party that (i) provides for payments to third parties in excess of $25,000; (ii) grants any third party rights to license, market or sell any of the Company’s or its Subsidiaries products or services; (iii) grants any third party “most favored nation” pricing status; (iv) establishes a partnership or joint venture; (v) creates, incurs, assumes or guarantees any obligation or indebtedness; (vi) creates a security interest in, or allows for the transfer of, any assets of the Company or its Subsidiaries, whether tangible or intangible; (vii) provides for employment or consulting services; (viii) involves any officer, director, stockholder or Affiliate (as defined in Section 2.15(v)) of the Company; (ix) imposes upon the Company or its Subsidiaries any obligation of confidentiality, non-competition or non-solicitation; (x) requires the Company or its Subsidiaries to indemnify any party thereto; (xi) could reasonably be expected to result in a Company Material Adverse Effect in the event of default or termination of such agreement; and (xii) was not entered into in the ordinary course of business (collectively, the “Company Material Contracts”).
(b) Neither the Company nor its Subsidiaries has breached, or received in writing any claim or threat that it has breached, any of the terms or conditions of any Company Material Contract in such a manner as would permit any other party thereto to cancel or terminate the same or to collect material damages from the Company or its Subsidiaries.
(c) Each Company Material Contract that has not expired or otherwise been terminated in accordance with its terms is valid, binding and enforceable against the Company and in full force and effect and, to the knowledge of the Company, no other party to such contract is in default in any material respect.
(d) The Company has made available to Parent a true, complete and correct copy of each agreement listed in Section 2.9(a) of the Company Disclosure Schedule.
Material Agreements, Contracts and Commitments. (a) Schedule 3.20(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean:
Material Agreements, Contracts and Commitments. Except as set -------------------------------------------------- forth on Schedule 3.11 of the Logisoft Schedule of Exceptions and other than -------------- this Agreement and the Logisoft Ancillary Agreements, neither Logisoft nor any Principal is on the date hereof a party or subject to any oral or written contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses which are material to the business of Logisoft (each a "Material -------- Agreement"), including, but not limited to any: ----------
(a) Contract, commitment, letter contract or purchase order providing for payments by or to Logisoft in an aggregate amount of (1) $25,000 or more in the ordinary course of business to any one vendor or customer; or (2) $10,000 or more not in the ordinary course of business to any one vendor or customer;
(b) License agreement as licensor or licensee with annual fees in excess of $25,000;
(c) Consulting, development or similar agreement under which Logisoft currently provides or will provide any custom software development, training, documentation, personnel placements, advice, consulting services or other products or services to a customer of Logisoft (collectively, the "Current ------- Service Agreements"); -------------------
(d) Contract for the current or future sale, provision or manufacture of products (including computer software), material or supplies from Logisoft or in which Logisoft has granted or received distribution rights, most favored customer pricing provisions or exclusive marketing rights relating to any product or services, group of products or services or territory (collectively, "Current Sales Agreements," together with the Current Service Agreements, the "Customer Agreements");
(e) Contract or commitment for the employment of any officer, employee or consultant of Logisoft or any other type of contract or understanding with any officer, employee or consultant of Logisoft which is not immediately terminable by Logisoft without cost or other liability;
(f) Agreement for the lease of real or personal property involving annual payments by or to Logisoft in an amount of $25,000 or more;
(g) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons;
(h) Written dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the ongoing distribution of any products or services of Logisoft ;
(i) Instrument...
Material Agreements, Contracts and Commitments. Section 1.1.6 of the Disclosure Schedule accurately and completely sets forth a true and complete list of any Material Contract relating to the Business to which any of the Sellers is a party or by which it is bound. In addition, copies of such Material Contracts have been delivered to the Purchaser prior to the Closing Date.
Material Agreements, Contracts and Commitments. (a) Except for the agreements set forth on Schedule 3.9, neither Brands nor any of its subsidiaries is a party to nor is it bound by:
(i) any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization;
(ii) any agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(iii) any fidelity or surety bond or completion bond;
(iv) any lease of personal property with fixed annual rental payments in excess of $10,000;
(v) any agreement, contract or commitment containing any covenant limiting the freedom of Brands or any of its subsidiaries to engage in any line of business or to compete with any person;
(vi) any agreement, contract or commitment relating to capital expenditures and involving future payments in excess of $10,000 either individually or in the aggregate;
(vii) any agreement, contract or commitment relating to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Brands' business;
(viii) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to the borrowing of money or extension of credit;
(ix) any purchase order or contract for the purchase of materials involving in excess of $10,000 either individually or in the aggregate;
(x) any construction contracts;
(xi) any dealer, distribution, joint marketing or development agreement;
(xii) any sales representative, original equipment manufacturer, value added, remarketer or other agreement for distribution of Brands' products or services; or
(xiii) any other agreement, contract or commitment that involves $1,000 or more or is not cancelable without penalty within thirty (30) days.
(b) Each of Brands and its subsidiaries is in compliance with and has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, covenant, instrument, lease, license or ...
Material Agreements, Contracts and Commitments. Except as set forth on Exhibit 2.11 delivered to Excite herewith, Throw is not a party or subject to any oral or written contracts, obligations, commitments, plans, leases, instruments, arrangements or licenses not entered into in the ordinary course of business which is material to the business of Throw (each a "Material Agreement"), including, but not limited to any:
(a) Contract providing for potential payments by or to Throw in excess of One Hundred Thousand Dollars ($100,000.00) or more;
(b) Product distribution agreement, development agreement, or license agreement as licensor or licensee (except for standard non-exclusive software licenses granted to end-user customers in the ordinary course of business the form of which has been provided to Excite's counsel or standard licenses purchased by Throw for off-the-shelf software);
(c) Material agreement for the lease of real or personal property;
(d) Joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons;
(e) Instrument evidencing or related in any way to indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee, or otherwise, except for trade indebtedness incurred in the ordinary course of business, and except as disclosed in the Financial Statements;
(f) Contract containing covenants purporting to limit Throw's freedom to compete in any line of business in any geographic area; or
(g) Stock redemption or purchase agreement yet to be performed.
