Material Business Contracts. (a) Section 3.17(a) of the Seller Disclosure Schedule sets forth a complete and accurate list as of the date hereof of each of the following Contracts to which any Seller Entity is a party or by which it or its properties or assets are subject or bound, in each case, with respect to the Business, the Acquired Assets or the Assumed Liabilities:
(i) any Contract relating to Indebtedness;
(ii) any Contract (or group of related Contracts) for the lease of personal property from or to third parties involving aggregate remaining payments in excess of $[***];
(iii) any Contract that by its express terms (A) purports to limit or restrict or limits or restricts, in each case, in any material respect, the ability of any Seller Entity to solicit customers or to conduct business in any markets or territories or (B) limits or purports to limit, in either case, in any material respect, the ability of any Seller Entity to own, operate, source, manufacture, sell, transfer, pledge or otherwise dispose of any material assets or business;
(iv) any joint venture or partnership agreement;
(v) any Contract providing for any material payments that are conditioned, in whole or in part, on a change of control or sale of the Business or the Acquired Assets (other than Contracts that reflect payments required by Law);
(vi) any Collective Bargaining Agreement;
(vii) any Contract providing for the employment or engagement of any Business Employee or any other Person on a full-time, part-time, independent contractor, temporary or other basis or otherwise providing compensation or other benefits to any Business Employee or independent contractor, other than (A) any employment agreement (x) providing for annual base compensation of $[***] or less and (y) terminable at will or (B) any employment agreement providing for severance, retention or change in control benefits that do not exceed the severance, retention or change in control benefits (as applicable) required by Law, provided that forms of any such agreements have been disclosed in the Seller Disclosure Schedule;
(viii) any Federal Contract or Federal Proposal;
(ix) any Contract with respect to the acquisition or divestiture of all or any portion of a business under which, after Closing, a Seller Entity (with respect to the Business) will have an obligation with respect to an earnout, contingent purchase price or other similar contingent payment obligation;
(x) any Contract with a Material Business Customer or Material Business Sup...
Material Business Contracts. Other than Subject Contracts, reinsurance Contracts and Investment Assets, Schedule 3.13 sets forth, as of the date of this Agreement, each (a) noncompetition or nonsolicitation Contract which by its terms expressly restricts the right of any Seller or any Affiliate of any Seller (in each case, to the extent relating to the Business) or any Acquired Company to compete with other entities, engage in any line of business or solicit employees; (b) Contract constituting a Transferred Asset, asset of any Acquired Company, Assumed Liability or Acquired Company Liability which evidences indebtedness for borrowed money in excess of $1 million or pursuant to which any Seller, Affiliate of a Seller or Acquired Company has guaranteed (including guarantees
Material Business Contracts. (a) For the purposes of this section, the term "MATERIAL BUSINESS CONTRACTS" shall mean:
Material Business Contracts. (a) Section 3.17(a) of the Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of each of the following Contracts included in the Assumed Contracts or to which the Business Subsidiary is a party or by which it or its properties or assets are subject or bound:
(i) any Contract relating to Indebtedness;
(ii) any Contract (or group of related Contracts) for the lease of personal property from or to third parties involving aggregate remaining payments in excess of $500,000;
(iii) any Contract: (A) that purports to limit or restrict or limits or restricts, in each case, the ability of either of the Sellers or the Business Subsidiary to solicit customers, suppliers or employees or to conduct business in any markets or territories or compete with any other Person; (B) that limits or purports to limit, in either case, in any material respect, the ability of either of the Sellers or the Business Subsidiary to own, operate, source, manufacture, sell, transfer, pledge or otherwise dispose of any material assets or business; (C) for the sale of any of the assets of the Business, other than in the Ordinary Course of Business, or for the grant to any Person of any preferential rights to purchase any material portion of the assets of the Business; (D) that grants or purports to grant any exclusive license or other exclusive right in any Business Intellectual Property or any license or other right in any Intellectual Property of the Buyer or its Affiliates other than Business Intellectual Property; (E) otherwise creating an exclusive relationship between either of the Sellers or the Business Subsidiary and any other Person in respect of the Business or any of the Business Intellectual Property; and (F) containing any “most favored nation” or “most favored customer” or similar provision in favor of the other party; provided that, for the avoidance of doubt, (x) Contracts with restrictions regarding the use of subcontractors without the prior approval of customers; (y) Contracts with restrictions regarding the transferability or assignment of Contracts; and (z) non-disclosure and/or confidentiality agreements or Contracts that limit the use and disclosure of confidential information as long as such agreements or Contracts are (a) substantially in the form of Parent’s standard confidentiality agreement previously provided to the Buyer, or (b) on customary terms and conditions and, (1) if confidential information pertaining to the Busi...
Material Business Contracts. (a) Schedule 4.1(a)(vi) contains a complete and accurate list of all Contracts of Netzee to be assigned to, or assumed by, Certegy that relate to the Business, including all Client Contracts and Real Property Leases, (each, a "Material Business Contract" and, collectively, the "Material Business Contracts"). Other than as disclosed by Netzee in any public filings made to the SEC, Schedule 6.6(a) contains a complete and accurate list of the following Contracts that relate to the Business: (i) Real Property Leases; (ii) Contracts with respect to which Netzee has any Liability that equals or exceeds ten thousand dollars ($10,000.00), contingent or otherwise, or which may extend for a term of greater than one (1) year after the Closing Date; (iii) Contracts with any Person which purport to restrict the business activities of Netzee, restrict the use of the Business's information or restrict the use of the Software in any location, including any covenant not to compete or any Contracts imposing exclusive dealing obligations; (iv) employment, collective bargaining, severance, stay bonuses, retention, consulting, employee benefit and similar plans and agreements; (v) agreements under which Netzee is obligated to indemnify or hold harmless, or entitled to indemnification from, any other Person, or agreements under which Netzee is obligated to pay liquidated damages; (vi) Contracts under which the amount payable by Netzee is dependent on the revenues or income or similar measure of the Business, or in which Netzee is obligated to pay royalties, commissions or similar payments to any person or entity; (vii) pledges, security agreements, sale/leaseback arrangements and equipment leases; (viii) material license and other similar arrangements where Netzee is either licensee or licensor with respect to any Proprietary Rights, the Software or any Business's databases; (ix) Contracts to which Netzee is a party relating to the borrowing of money, the capital lease or purchase on an installment basis of any asset, or the guarantee of any of the foregoing, if any of the foregoing has or could create a security interest, lien or other encumbrance on the Purchased Assets; (x) joint venture, strategic alliance, partnership or other similar agreements; (xi) any Contracts relating to the lease, license or rental of any data, information or lists, whether Netzee is the provider or consumer of such information; (xii) to the extent not already specifically listed, any other Contract...
Material Business Contracts. In its Disclosure Schedules, each party hereto shall have delivered to the others a list of all material business contracts to which the listing party is a party or by which it is bound or from which it benefits, which list shall be true and complete as of the Closing.
Material Business Contracts. (a) Section 4.12(a) of the Seller Disclosure Schedule sets forth a true, correct and correct list of all Material Business Contracts as of the date of this Agreement. For purposes of this Agreement, “Material Business Contracts” means the following Contracts to which Seller or any of its Subsidiaries is a party with respect to the Business or which bind any of the Acquired Assets or Assumed Liabilities:
Material Business Contracts. Sellers shall promptly advise Purchaser of any changes to the representations and warranties contained in Section 4.11, to the extent such changes occur after the date hereof and prior to the Closing.
Material Business Contracts. (a) Section 3.13 of the Disclosure Schedule lists all Material Business Contracts as of the date hereof. Except as disclosed in Section 3.13 of the Disclosure Schedule, all Material Business Contracts are in full force and effect and constitute valid and binding rights and obligations of the Vendor, and after giving effect to the Asset Purchase Agreement and upon Closing, will constitute binding rights and obligations of the Corporation (except for Material Business Contracts held for the benefit of the Corporation pursuant to Section 2.7), and, to the Knowledge of the Vendor, constitute valid and binding rights and obligations of the other parties thereto in accordance with their respective terms and conditions.
(b) Except as disclosed in Section 3.5 or Section 3.13 of the Disclosure Schedule and except as would not reasonably be expected to have an effect material to the Business, (i) neither the Vendor nor the Corporation, nor, to the Knowledge of the Vendor, any other party thereto, is in breach or default of any provision of any Material Business Contract, and (ii) to the Knowledge of the Vendor, no event or circumstance has occurred (including the purchase of the Purchased Shares or the consummation of the transactions contemplated by the Asset Purchase Agreement), which with lapse of time or the giving of notice or both would constitute a breach or default by the Vendor or the Corporation or any other party thereto with respect to any Material Business Contract.
Material Business Contracts. (a) The Amended and Restated Business Cooperation Agreement dated as of November 6, 2006 entered into by and among the Economic Observer, Guangzhou Jingshi Culture Communication Co., Ltd., Beijing Jingguanxincheng Advertising Co., Ltd. and Beijing Jingshijingguan Advertising Co., Ltd.
(b) The Amended and Restated Business Cooperation Contract dated as of November 6, 2006 entered into by and among Shandong Sanlian Group Co., Ltd., Shandong Economic Observer Newspaper Co., Ltd., the Economic Observer and Beijing Jingguanxincheng Advertising Co., Ltd.
(c) The Economic Observer Transfer Agreement dated as of November 6, 2006 entered into by and among Shandong Sanlian Group Co., Ltd., Shandong Economic Observer Newspaper Co., Ltd., the Economic Observer and Beijing Jingguanxincheng Advertising Co., Ltd.
1. The Company Shareholder Name Shares
2. PRC Company a. Jingguanxincheng Shareholder Name Shareholding
