Material Agreements of the Company. Except as expressly set ---------------------------------- forth in this Agreement, the Balance Sheet, as disclosed in the Index (compiled pursuant to Item 601 of Regulation S-K of the Commission) to the Company's filings under the Securities Act and the Exchange Act or as disclosed on Schedule 5.14 hereto, the Company is not a party to any written or oral ------------- agreement, instrument or arrangement not made in the ordinary course of business that is material to the Company and is either (a) an agreement with any labor --- union, (b) an agreement for the purchase of fixed assets or for the purchase of materials, supplies or equipment over $250,000, (c) an agreement for the employment of any officer on other than an at-will basis, (d) an indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing Indebtedness for Borrowed Money in excess of $250,000 or subjecting any asset or property of the Company to any Lien, (e) a guaranty of any Indebtedness, (f) a lease or agreement under which the Company is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $250,000 per annum, (g) a lease or agreement under which the Company is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company having a value over $250,000 other than in the ordinary course of business, (h) an agreement granting any preemptive right, right of first refusal or similar right to any Person, (i) a covenant not to compete or other restriction on its ability to conduct a business or engage in any other activity, or (j) an agreement to register securities under the Securities Act. To the Company's knowledge, all parties having material contractual arrangements with the Company are in substantial compliance therewith, and none is in default in any material respect thereunder, except for noncompliance or defaults which will not have a Material Adverse Effect on the Company.
Material Agreements of the Company. The Company is not a party to or otherwise bound by any written or oral agreement, instrument or arrangement that is material to the Company except for those agreements listed in Item 13 of the 2001 Annual Report or Item 6 of the Form-10QSB or as set forth on Annex F hereto. The Company has furnished or made available to each Investor true and complete copies of all such agreements and all other agreements, instruments and other documents requested by any Investor or its authorized representative.
Material Agreements of the Company. Neither the Company nor any of its subsidiaries is a party to or otherwise bound by any written or oral agreement, instrument or arrangement that is material to the Company except for those agreements included as exhibits to, or disclosed in the SEC Filings or any other documents filed with the Commission (the "Material Contracts"). The Company has furnished or made available to the Purchaser true and complete copies of all such agreements and all other agreements, instruments and other documents requested by the Purchaser or its authorized representative. Neither the Company nor any of its subsidiaries, and to the Company's best knowledge, any other party to a Material Contract, is in default of any Material Contract. Each Material Contract is in full force and effect. To the best of the Company's knowledge, IBM has not notified the Company of its intention to modify or amend in any material respect the Material Contracts between the Company and IBM.
Material Agreements of the Company. Except as expressly set forth in this Agreement, the Balance Sheet or as disclosed on Annex 5.15 hereto, the Company is not a party to any written or oral agreement, instrument or arrangement not made in the ordinary course of business that is material to the Company and the Company is not a party to any written or oral (a) agreement with any labor union, (b) agreement for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (c) agreement for the employment of any officer, individual employee or other Person on a full time basis or any agreement with any Person for consulting services, (d) bonus, pension, profit sharing, retirement, stock purchase, stock option, deferred compensation, medical, hospitalization or life insurance (other than group medical, hospitalization or insurance plans applicable to all employees in which benefit levels are not related to compensation) or similar plan, contract or understanding with respect to any or all of the employees of the Company or any other Person, (e) indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing Indebtedness for Borrowed Money or subjecting any asset or property of the Company to any Lien or evidencing any Indebtedness, (f) guaranty of any Indebtedness, (g) lease or agreement under which the Company is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $ 75,000 per annum, (h) lease or agreement under which the Company is lessor or permits any Person to hold or operate any granting any preemptive right, right of first refusal or similar right to any Person, (j) agreement or arrangement with any Affiliate (as hereinafter defined) or any "associate" (as this term is defined in Rule 405 of the Commission under the Securities Act) of the Company or any officer, director or shareholder of the Company, (k) agreement obligating the Company to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (l) agreement or license under which the Company has granted or transferred to any Person , or under which any Person has granted or transferred to the Company, the right to exploit or otherwise use any patent, trademark, service xxxx, copyright, trade name, trade secret, software, intellectual propert...
Material Agreements of the Company. The Company is not a ---------------------------------- party to or otherwise bound by any written or oral agreement, instrument or arrangement that is material to the Company except for those agreements listed in Item
Material Agreements of the Company. Schedule 4.9 contains a true and complete list of (a) all loan agreements, promissory notes, capital leases or other financing documents entered into or issued by Company, (b) all other Commitments to which Company is a party or by which Company or any of its properties, assets or rights is otherwise bound or affected, involving an obligation for payment by Company or payment to Company of an amount in excess of $50,000 or providing for a term in excess of one year (unless cancelable by Company without penalty on the part of Company on not more than 60 days' notice), (c) all Commitments between Company and any of its officers, directors, shareholders or Affiliates, and (d) all of the Shareholders/Company Contracts. All Commitments of Company and all Shareholders/Company Contracts are legally binding and valid and in full force and effect, and, except as set forth on Schedule 4.9, neither Company nor any Shareholder is in material default nor has any event or omission occurred which with notice or lapse of time or both would constitute a material default on the part of Company or any Shareholder under any of such Commitments or Shareholders/Company Contracts. To the Shareholders' and Company's Knowledge, no third party under a Company's Commitment or Shareholders/Company Contract is in default thereunder and no event or omission has occurred which with notice or lapse of time or both would constitute a default on the part of a third party thereunder.
Material Agreements of the Company. Except as expressly set forth in this Agreement, the Balance Sheet or the audited financial statement attached as Annex 5.12 to this Agreement, or as disclosed on Annex 5.15 hereto, the Company is not a party to any written or oral agreement, instrument or arrangement not made in the ordinary course of business that is material to the Company and the Company is not a party to any written or oral (a) agreement with any labor union, (b) agreement for the purchase of fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements, (c) agreement for the employment of any officer, individual employee or other Person on a full time basis or any agreement with any Person for consulting services, (d) bonus, pension, profit sharing, retirement, stock purchase, stock option, deferred compensation, medical, hospitalization or life insurance (other than group medical, hospitalization or insurance plans applicable to all employees in which benefit levels are not related to compensation) or similar plan, contract or understanding with respect to any or all of the employees of the Company or any other Person, (e) indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing Indebtedness for Borrowed Money (as defined in Section 11) or subjecting any asset or property of the Company to any Lien or evidencing any Indebtedness (as defined in Section 11), (f) guaranty of any Indebtedness, (g) lease or agreement under which the Company is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $150,000 per annum, (h) lease or agreement under which the Company is lessor or permits any Person to hold or operate any property, real or personal, owned or controlled by the Company, (i) agreement granting any preemptive right, right of first refusal or similar right to any Person, (j) agreement or arrangement with any Affiliate (as hereinafter defined) or any "associate" (as this term is defined in Rule 405 of the Commission under the Securities Act) of the Company or any officer, director or shareholder of the Company, (k) agreement obligating the Company to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property, (l) agreement or license under which the Company has granted or transferred to any Person, or ...
Material Agreements of the Company. Schedule 4.7 contains a true and complete list of (a) all loan agreements, promissory notes, capital leases or other financing documents entered into or issued by the Company, (b) all Company Commitments involving an obligation for payment by the Company or payment to the Company of an amount in excess of $25,000 or providing for a term in excess of one year (unless cancelable by the Company without penalty on the part of the Company on not more than 60 days' notice), (c) all Commitments between the Company and any of its officers, directors, Holder, Affiliates or Affiliates of Holder, and (d) all other material Commitments entered into by the Company not in the ordinary course of business. All Company Commitments are legally binding and valid and in full force and effect, and, except as set forth on Schedule 4.7, neither the Company nor any Holder is in default nor has any event or omission occurred which with notice or lapse of time or both would constitute a default on the part of the Company or any Holder under any of such Commitments or which would give any Person any right to any modification, acceleration or cancellation. To the Holder's Knowledge, no third party under a Company Commitment is in default thereunder and no event or omission has occurred which with notice or lapse of time or both would constitute a default on the part of a third party thereunder. Schedule 4.7 sets forth each Company Commitment with respect to which the Consent of another Person is necessary with respect to the consummation of the transactions contemplated hereby. "Consent" means any approval, consent, ratification, waiver or other authorization.
Material Agreements of the Company. Except as disclosed on Schedule 5.13 hereto, the Company is not a party to any written or oral:
(a) agreement with any labor union;
(b) agreement for the purchase of material fixed assets or for the purchase of materials, supplies or equipment in excess of normal operating requirements;
(c) agreement for the employment of any officer, individual employee or other person on a full time basis or any agreement with any person for consulting services;
(d) bonus, pension, profit sharing, retirement, stock purchase, stock option, deferred compensation, medical, hospitalization or life insurance or similar plan, contract or understanding with respect to any or all of the employees of the Company or any other person;
(e) material indenture, loan or credit agreement, note agreement, deed of trust, mortgage, security agreement, promissory note or other agreement or instrument relating to or evidencing indebtedness for borrowed money or subjecting any material asset or property of the Company to any lien or evidencing any material indebtedness;
(f) guaranty of any material indebtedness;
(g) lease or agreement under which the Company is lessee of or holds or operates any property, real or personal, owned by any other Person under which payments to such Person exceed $10,000 per annum;
(h) lease or agreement under which the Company is lessor or permits any Person to hold or operate any material property, real or personal, owned or controlled by the Company;
(i) agreement granting any preemptive right, right of first refusal or similar right to any person;
(j) agreement obligating the Company to pay any royalty or similar charge for the use or exploitation of any tangible or intangible property;
(k) covenant not to compete or other restriction on the Company's ability to conduct its business or engage in any other activity;
(l) material agreement or other commitment or arrangement with any person continuing for a period of more than three months from the Closing Date which involves an expenditure or receipt by the Company in excess of $10,000; or
(m) other agreement not made in the ordinary course of business that is material to the Company.
Material Agreements of the Company. Neither the Company nor any of its Subsidiaries is a party to or otherwise bound by any written or oral agreement, instrument or arrangement that is material to the Company except for those agreements referenced in or included as exhibits to the Annual Report or the Form 10-Q ("Material Contracts"). The Company has furnished or made available to the Purchaser true and complete copies of all such agreements and all other agreements, instruments and other documents requested by the Purchaser or its authorized representative. The Company is not in default in any material provision of any Material Contract.
