of the Seller Disclosure Letter. Except as disclosed therein, no Indebtedness of the Seller or any of its Subsidiaries contains any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Seller or any of its Subsidiaries, or (iii) the ability of the Seller or any of its Subsidiaries to grant any Encumbrance on its properties or assets.
of the Seller Disclosure Letter. Each Material Contract is in full force and effect, a valid and binding agreement of a Transferred Entity (except to the extent that: (i) enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally; and (ii) the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought), and no Transferred Entity or, to the Knowledge of Seller, no other party thereto is in default or breach in any material respect under (or is as of the date of this Agreement alleged in writing to be in default or breach in any material respect under) the terms of any Material Contract, or as of the date of this Agreement has provided or received any written notice of any intention to terminate or cancel, or not renew or extend, any such Material Contract or otherwise modify any material terms thereof in a manner materially adverse to the Transferred Entity party thereto. To the Knowledge of Seller, no event or circumstance has occurred that, with notice or lapse of time or both: (i) would constitute an event of default under a Material Contract or result in a termination thereof; or (ii) would cause or permit the acceleration of, or other changes of or to, any right or obligation or the loss of any benefit under a Material Contract, except, in each case, as would not reasonably be expected to be materially adverse, individually or in the aggregate, to the Transferred Entities or the ongoing conduct of the Business by the Transferred Entities.
of the Seller Disclosure Letter. Neither the Seller nor any of its Subsidiaries is subject to any current Governmental Order relating to any non-compliance with or liability under any Environmental Law by or of the Seller or its Subsidiaries, or has assumed by contract or, to the knowledge of the Seller, operation of law any liability of any other Person arising under Environmental Law;
of the Seller Disclosure Letter. No Success Subject Company has received any written notice with respect to the termination or non-renewal of any such insurance policy or of any alleged breach or default thereunder. No Success Subject Company has during the last three (3) years been refused any insurance with respect to the assets or operations of the Business, nor has coverage been limited during the last three (3) years by any insurance carrier to which any Success Subject Company has applied for any policy or with which it has carried a policy. The Success Subject Companies have provided to the Purchaser complete and accurate copies of all such insurance policies and complete claim history reports for all such insurance policies.
of the Seller Disclosure Letter. The parties acknowledge that the covenants set forth in this Section 4.19 are an essential element of this Agreement and that, but for these covenants, the parties would not have entered into this Agreement. The parties acknowledge that this Section 4.19 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement.
of the Seller Disclosure Letter. The parties hereto acknowledge and agree that Schedule 8J(ii) attached to this Amendment shall be substituted for Section 8J(ii) of the Seller Disclosure Letter.
of the Seller Disclosure Letter. To the Knowledge of Seller, each Company and Company Subsidiary is in compliance in all material respects with all applicable Environmental Laws;
of the Seller Disclosure Letter. To the Knowledge of Seller, there is no pending or threatened strike, concerted refusal to work overtime, slowdown, picketing or work stoppage by, or lockout of, or other similar labor activity or organizing campaign with respect to any employees of a Transferred Entity, except as would not reasonably be expected to be materially adverse, individually or in the aggregate, to the Transferred Entities or the ongoing conduct of the Business by the Transferred Entities.
of the Seller Disclosure Letter. Buyer may but is not obligated to hire Business Employees. Any Prospective Buyer Employee who is offered employment by Buyer and who accepts Buyer’s offer of employment and commences employment with Buyer shall be referred to, individually, as a “Hired Employee” and, collectively, as the “Hired Employees.” Upon the Closing and effective as of the Closing Date, Seller and its Subsidiaries shall terminate the employment of all Hired Employees with Seller and its Subsidiaries that are commencing employment with Buyer. Buyer shall offer employment to all Prospective Buyer Employees to commence immediately upon the termination of such employees’ employment with Seller and its Subsidiaries. All Prospective Buyer Employees shall be offered employment on an “at-will” basis, unless otherwise provided by Buyer. All such offers shall also be subject to Buyer’s policies and procedures applicable to new hires. None of Seller or any of its Subsidiaries shall take any action to impede, hinder, interfere, or otherwise compete with Buyer’s efforts to hire any such employee. Except to the extent in violation of applicable law, Seller shall furnish to Buyer before the Closing Date the following information concerning all then-currently employed Business Employees: initial employment date, job title, I-9s, base salary and total bonuses and commissions paid in the twelve (12) months preceding the Closing Date. Seller shall also provide Buyer prior to Closing with access to speak with employee supervisors.
of the Seller Disclosure Letter. (but only to the extent that such liability is apparent from such disclosure), (c) that were incurred in the ordinary course of business and (d) that, individually or in the aggregate, would not reasonably be expected to have or result in a Material Adverse Effect.
