Common use of Other Agreements; No Default Clause in Contracts

Other Agreements; No Default. (a) Section 3.14(a) of the Company Disclosure Schedule lists each Agreement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary, or any of their respective Assets, is bound, and which is: (i) an Agreement with a term in excess of one (1) year or requiring payments in excess of $5,000 in any twelve (12) month period or $10,000 in the aggregate over its term for the employment of any director, officer, employee, consultant or independent contractor, or providing for severance payments to any such director, officer, employee, consultant or independent contractor; (ii) a license Agreement or distributor, dealer, sales representative, sales agency, advertising, property management or brokerage Agreement involving an annual payment in excess of $25,000; (iii) an Agreement for the future purchase of materials, supplies, services, merchandise or equipment involving payments of more than $25,000 over its remaining term (including, without limitation, periods covered by any option to renew by any party); (iv) an Agreement for the purchase, sale or lease of any Asset with a purchase or sale price or aggregate rental payment in excess of $25,000; (v) a profit-sharing, bonus, incentive compensation, deferred compensation, stock option, severance pay, stock purchase, employee benefit, insurance, hospitalization, pension, retirement or other similar plan or Agreement; (vi) an Agreement for the sale of any of its Assets or services or the grant of any preferential rights to purchase any of its Assets, services or rights, other than in the Ordinary Course of Business; (vii) an Agreement that contains any provisions requiring the Company or any Subsidiary to indemnify any other party; (viii) a joint venture Agreement or other Agreement involving the sharing of revenues or profits; (ix) an Agreement with an Affiliate (as defined in Article X) of the Company or any Subsidiary; (x) an Agreement (including, without limitation, an Agreement not to compete and an exclusivity Agreement) that reasonably could be interpreted to impose any material restriction on the business or operations of the Company or any Subsidiary, or any of their respective Affiliates, prior to the Effective Time, or on the business or operations of XxXxxx or any of its Affiliates after the Effective Time; (xi) an Agreement material to the Company and its Subsidiaries not otherwise described in this Section 3.14(a) which by its terms does not terminate or is not terminable by the Company or by a Subsidiary within thirty (30) days or upon thirty (30) days' (or less) notice; (xii) an Agreement with any Governmental Entity; (xiii) an Agreement with any of the twenty (20) largest customers of the Company and the Subsidiaries, taken as a whole (based on amounts billed), for each of (A) the year ended December 31, 1997 and (B) the period from January 1, 1998 through the date of this Merger Agreement; (xiv) an Agreement to provide any customer with free listings or advertisements or service at rates departing from the standard rate schedules other than in the Ordinary Course of Business; or (xv) any other Agreement (A) that is material to the Company and the Subsidiaries, taken as a whole, or the conduct of their businesses or operations, or (B) the absence of which would have a Company Material Adverse Effect, (the foregoing Agreements referred to herein as the "COMPANY CONTRACTS"). The Company has furnished XxXxxx with true and complete copies of each written Company Contract (including any amendments thereto) and a complete written summary of each oral Company Contract. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. All necessary approvals of any Governmental Entity with respect thereto have been obtained (except where the failure so to obtain any such approval would not have a Company Material Adverse Effect), all necessary filings or registrations therefor have been made, and there are no outstanding disputes thereunder and, to the knowledge of the Company or any Subsidiary, no threatened cancellation or termination thereof. The Company and the Subsidiaries have performed all material obligations thereunder required to be performed by any of them to date. To the knowledge of the Company and the Subsidiaries, no party is in default in any material respect under any of the Company Contracts, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute such a default. No Agreement has been canceled or otherwise terminated within the twelve (12) months prior to the date of this Merger Agreement which would have been a "Company Contract" had such Agreement not been canceled or terminated and the cancellation or termination of which has had or is reasonably likely to have a Company Material Adverse Effect. Except as specifically described in Section 3.14(a) of the Company Disclosure Schedule, there has been no written or oral modification or amendment to any Company Contract and there are no reasonably expected changes to any Company Contract. At the Closing, the Company shall deliver to XxXxxx an updated Section 3.14(a) to the Company Disclosure Schedule in accordance with the provisions of Section 6.04.

Other Agreements; No Default. (a) Section 3.14(a) of the Company Disclosure Schedule lists each Agreement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary, or any of their respective Assets, is bound, and which is: (i) an Agreement with a term in excess of one (1) year or requiring payments in excess of $5,000 in any twelve (12) month period or $10,000 in the aggregate over its term for the employment of any director, officer, employee, consultant or independent contractor, or providing for severance payments to any such director, officer, employee, consultant or independent contractor; (ii) a license Agreement or distributor, dealer, sales representative, sales agency, advertising, property management or brokerage Agreement involving an annual payment in excess of $25,000; (iii) an Agreement for the future purchase of materials, supplies, services, merchandise or equipment involving payments of more than $25,000 over its remaining term (including, without limitation, periods covered by any option to renew by any party); (iv) an Agreement for the purchase, sale or lease of any Asset with a purchase or sale price or aggregate rental payment in excess of $25,000; (v) a profit-sharing, bonus, incentive compensation, deferred compensation, stock option, severance pay, stock purchase, employee benefit, insurance, hospitalization, pension, retirement or other similar plan or Agreement; (vi) an Agreement for the sale of any of its Assets or services or the grant of any preferential rights to purchase any of its Assets, services or rights, other than in the Ordinary Course of Business; (vii) an Agreement that contains any provisions requiring the Company or any Subsidiary to indemnify any other party; (viii) a joint venture Agreement or other Agreement involving the sharing of revenues or profits; (ix) an Agreement with an Affiliate (as defined in Article X) of the Company or any Subsidiary; (x) an Agreement (including, without limitation, an Agreement not to compete and an exclusivity Agreement) that reasonably could be interpreted to impose any material restriction on the business or operations of the Company or any Subsidiary, or any of their respective Affiliates, prior to the Effective Time, or on the business or operations of XxXxxx Pubco or any of its Affiliates after the Effective Time; (xi) an Agreement material to the Company and its Subsidiaries not otherwise described in this Section 3.14(a) which by its terms does not terminate or is not terminable by the Company or by a Subsidiary within thirty (30) days or upon thirty (30) days' (or less) notice; (xii) an Agreement with any Governmental Entity; (xiii) an Agreement with any of the twenty (20) largest customers of the Company and the Subsidiaries, taken as a whole (based on amounts billed), for each of (A) the year ended December 31, 1997 and (B) the period from January 1, 1998 through the date of this Merger Agreement; (xiv) an Agreement to provide any customer with free listings or advertisements or service at rates departing from the standard rate schedules other than in the Ordinary Course of Business; or (xv) any other Agreement (A) that is material to the Company and the Subsidiaries, taken as a whole, or the conduct of their businesses or operations, or (B) the absence of which would have a Company Material Adverse Effect, (the foregoing Agreements referred to herein as the "COMPANY CONTRACTSCompany Contracts"). The ----------------- Company has furnished XxXxxx Pubco with true and complete copies of each written Company Contract (including any amendments thereto) and a complete written summary of each oral Company Contract. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. All necessary approvals of any Governmental Entity with respect thereto have been obtained (except where the failure so to obtain any such approval would not have a Company Material Adverse Effect), all necessary filings or registrations therefor have been made, and there are no outstanding disputes thereunder and, to the knowledge of the Company or any Subsidiary, no threatened cancellation or termination thereof. The Company and the Subsidiaries have performed all material obligations thereunder required to be performed by any of them to date. To the knowledge of the Company and the Subsidiaries, no party is in default in any material respect under any of the Company Contracts, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute such a default. No Agreement has been canceled or otherwise terminated within the twelve (12) months prior to the date of this Merger Agreement which would have been a "Company Contract" had such Agreement not been canceled or terminated and the cancellation or termination of which has had or is reasonably likely to have a Company Material Adverse Effect. Except as specifically described in Section 3.14(a) of the Company Disclosure Schedule, there has been no written or oral modification or amendment to any Company Contract and there are no reasonably expected changes to any Company Contract. At the Closing, the Company shall deliver to XxXxxx Pubco an updated Section 3.14(a) to the Company Disclosure Schedule in accordance with the provisions of Section 6.04.

Other Agreements; No Default. (a) Section 3.14(a) of the Company Disclosure Schedule lists each material Agreement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary, or any of their respective Assets, Subsidiary is bound, and which is: (i) an Agreement with a term in excess of one (1) year or requiring payments in excess of $5,000 in any twelve (12) month period or $10,000 in the aggregate over its term for the employment of any director, officer, salaried employee, consultant or independent contractor, or providing for severance payments to any such director, officer, salaried employee, consultant or independent contractor; (ii) a license Agreement or distributor, dealer, sales representative, sales agency, advertising, property management or brokerage Agreement involving an annual payment in excess of $25,00050,000; (iii) an Agreement with any labor organization or other collective bargaining unit; (iv) an Agreement for the future purchase or lease of materials, supplies, services, merchandise merchandise, equipment or equipment other Assets involving payments of more than $25,000 250,000 over its remaining term (including, without limitation, periods covered by any option to renew by any either party); (iv) an Agreement for the purchase, sale or lease of any Asset with a purchase or sale price or aggregate rental payment in excess of $25,000; (v) a profit-sharing, bonus, incentive compensation, deferred compensation, stock option, severance pay, stock purchase, employee benefit, insurance, hospitalization, pension, retirement or other similar plan or Agreement; (vi) an Agreement for the sale of any of its material Assets or services or the grant of any preferential rights to purchase any of its Assets, services material Assets or rights, other than in the Ordinary Course of Business; (vii) an Agreement that contains any provisions requiring the Company or any Subsidiary to indemnify any other party; (viii) a joint venture Agreement or other Agreement involving the sharing of revenues or profits; (ix) an Agreement with an Affiliate (as defined in Article X) of the Company or any Subsidiary; (x) an Agreement (including, without limitation, an Agreement not to compete and or an exclusivity Agreement) that reasonably could be interpreted to impose any material restriction on the business or operations of the Company or any Subsidiary, or any of their respective Affiliates, prior to the Effective Time, or on the business or operations of XxXxxx Acquiror or any of its Affiliates after the Effective Time; (xi) an Agreement material to with any Governmental Entity, except tariffs and filings of public record with the Company and its Subsidiaries not otherwise described in this Section 3.14(a) which by its terms does not terminate PUC or is not terminable by the Company or by a Subsidiary within thirty (30) days or upon thirty (30) days' (or less) noticeFCC; (xii) an Agreement with any Governmental Entity; (xiii) an Agreement with any of the twenty (20) largest customers customer of the Company and the Subsidiaries, taken as a whole (based on amounts billed), for each or any Subsidiary that was billed an aggregate of (A) $1 million during the year ended December 31, 1997 and (B) the period from January 1, 1998 through the date of this Merger Agreement; (xiv) an Agreement to provide any customer with free listings or advertisements or service at rates departing from the standard rate schedules other than in the Ordinary Course of Business; or (xv) any other Agreement (A) that is material to the Company and the Subsidiaries, taken as a whole, or the conduct of their businesses or operations, or (B) the absence of which would have a Company Material Adverse Effect, (the foregoing Agreements referred to herein as the "COMPANY CONTRACTS"). The Company has furnished XxXxxx with true and complete copies of each written Company Contract (including any amendments thereto) and a complete written summary of each oral Company Contract. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. All necessary approvals of any Governmental Entity with respect thereto have been obtained (except where the failure so to obtain any such approval would not have a Company Material Adverse Effect), all necessary filings or registrations therefor have been made, and there are no outstanding disputes thereunder and, to the knowledge of the Company or any Subsidiary, no threatened cancellation or termination thereof. The Company and the Subsidiaries have performed all material obligations thereunder required to be performed by any of them to date. To the knowledge of the Company and the Subsidiaries, no party is in default in any material respect under any of the Company Contracts, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute such a default. No Agreement has been canceled or otherwise terminated within the twelve (12) months prior to the date of this Merger Agreement which would have been a "Company Contract" had such Agreement not been canceled or terminated and the cancellation or termination of which has had or is reasonably likely to have a Company Material Adverse Effect. Except as specifically described in Section 3.14(a) of the Company Disclosure Schedule, there has been no written or oral modification or amendment to any Company Contract and there are no reasonably expected changes to any Company Contract. At the Closing, the Company shall deliver to XxXxxx an updated Section 3.14(a) to the Company Disclosure Schedule in accordance with the provisions of Section 6.04.1996

Other Agreements; No Default. (a) Section 3.14(a) of the Company Disclosure Schedule lists (or, in the case of the Agreements specified in Section 3.14(a)(i), (ii), (iv), (vii), (ix), (xi), (xii) and (xiii), will list within fifteen (15) days after the date of this Merger Agreement) each Agreement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary, or any of their respective Assets, Subsidiary is bound, and which is: (i) an Agreement with a term in excess of one (1) year or requiring payments in excess of $5,000 in any twelve (12) month period or $10,000 in the aggregate over its term for the employment of any director, officer, employee, consultant or independent contractor, or providing for severance payments to any such director, officer, employee, consultant or independent contractor; (ii) a license Agreement or distributor, dealer, sales representative, sales agency, advertising, property management or brokerage Agreement involving an annual payment in excess of $25,00050,000; (iii) an Agreement with any labor organization or other collective bargaining unit; (iv) an Agreement for the future purchase or lease of materials, supplies, services, merchandise merchandise, equipment or equipment other Assets involving payments of more than $25,000 250,000 over its remaining term (including, without limitation, periods covered by any option to renew by any either party); (iv) an Agreement for the purchase, sale or lease of any Asset with a purchase or sale price or aggregate rental payment in excess of $25,000; (v) a profit-sharing, bonus, incentive compensation, deferred compensation, stock option, severance pay, stock purchase, employee benefit, insurance, hospitalization, pension, retirement or other similar plan or Agreement; (vi) an Agreement for the sale of any of its material Assets or services or the grant of any preferential rights to purchase any of its Assets, services material Assets or rights, other than in the Ordinary Course of Business; (vii) an Agreement that contains any provisions requiring the Company or any Subsidiary to indemnify any other party; (viii) a joint venture Agreement or other Agreement involving the sharing of revenues or profits; (ix) an Agreement with an Affiliate (as defined in Article X) of the Company or any Subsidiary; (x) an Agreement (including, without limitation, an Agreement not to compete and an exclusivity Agreement) that reasonably could be interpreted to impose any material restriction on the business or operations of the Company or any Subsidiary, or any of their respective Affiliates, prior to the Effective Time, or on the business or operations of XxXxxx Acquiror or any of its Affiliates after the Effective Time; (xi) an Agreement material to the Company and its Subsidiaries not otherwise described in this Section 3.14(a) which by its terms does not terminate or is not terminable by the Company or by a Subsidiary within thirty (30) days or upon thirty (30) days' (or less) noticewith any Governmental Entity; (xii) an Agreement with any Governmental Entity; (xiii) an Agreement with any of the twenty (20) largest customers customer of the Company and the Subsidiaries, taken as a whole (based on amounts billed), for each or any Subsidiary that was billed an aggregate of (A) $1 million during the year ended December 31, 1997 and (B) 1996 or $500,000 during the period from January 1, 1998 1997 through the date of this Merger Agreement; (xiv) an Agreement to provide any customer with free listings or advertisements or service at rates departing from the standard rate schedules other than in the Ordinary Course of Business; or (xvxiii) any other Agreement (A) that is material to the Company and the Subsidiaries, taken as a whole, or to the conduct of their businesses or operations, or (B) the absence of which would have a Company Material Adverse Effect, (the foregoing Agreements referred to herein as the "COMPANY CONTRACTSCompany Contracts"). The ----------------- Company has furnished XxXxxx (or, where specifically permitted pursuant to the terms of this Merger Agreement, within fifteen (15) days after the date of this Merger Agreement, will furnish) Acquiror with true and complete copies of each written Company Contract (including any amendments thereto) and a complete written summary of each oral Company Contract. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. All necessary approvals of any Governmental Entity with respect thereto have been obtained (except where the failure so to obtain any such approval would not have a Company Material Adverse Effect), all necessary filings or registrations therefor have been made, and there are no outstanding disputes thereunder and, to the knowledge of the Company or any Subsidiary, no threatened cancellation or termination thereof. The Company and the Subsidiaries have performed all material obligations thereunder required to be performed by any of them to date. To the knowledge of the Company and the Subsidiaries, no No party is in default in any material respect under any of the Company Contracts, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute such a default. No Agreement has been canceled or otherwise terminated within the twelve (12) months prior to the date of this Merger Agreement which would have been a "Company Contract" had such Agreement not been canceled or terminated and the cancellation or termination of which has had or is reasonably likely to have a Company Material Adverse Effect. Except as specifically described in Section 3.14(a) of the Company Disclosure Schedule, there has been no written or oral modification or amendment to any Company Contract and there are no reasonably expected changes to any Company Contract. At the Closing, the Company shall deliver to XxXxxx Acquiror an updated Section 3.14(a) to the Company Disclosure Schedule in accordance with the provisions of Section 6.04.

Other Agreements; No Default. (a) Section 3.14(a) of the Company Disclosure Schedule lists each Agreement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary, or any of their respective Assets, is bound, and which is: (i) an Agreement with a term in excess of one (1) year or requiring payments in excess of $5,000 10,000 in any twelve (12) month period or $10,000 50,000 in the aggregate over its term for the employment of any director, officer, employee, consultant or independent contractor, or providing for severance payments to any such director, officer, employee, consultant or independent contractor; (ii) a license Agreement or distributor, dealer, sales representative, sales agency, advertising, property management or brokerage Agreement involving an annual payment in excess of $25,00050,000; (iii) an Agreement with any labor organization or other collective bargaining unit; (iv) an Agreement for the future purchase of materials, supplies, services, merchandise or equipment involving payments of more than $25,000 50,000 over its remaining term (including, without limitation, periods covered by any option to renew by any party); (ivv) an Agreement other than in the Ordinary Course of Business for the purchase, sale or lease of any Asset with a purchase or sale price or aggregate rental payment in excess of $25,00050,000; (vvi) a profit-sharing, bonus, incentive compensation, deferred compensation, stock option, severance pay, stock purchase, employee benefit, insurance, hospitalization, pension, retirement or other similar plan or Agreement; (vivii) an Agreement for the sale of any of its Assets or services or the grant of any preferential rights to purchase any of its Assets, services or rights, other than in the Ordinary Course of Business; (viiviii) an Agreement that contains any provisions requiring the Company or any Subsidiary to indemnify any other party; (viiiix) a joint venture Agreement or other Agreement involving the sharing of revenues or profits; (ixx) an Agreement with an Affiliate (as defined in Article X) of the Company or any Subsidiary; (xxi) an Agreement (including, without limitation, an Agreement not to compete and an exclusivity Agreement) that reasonably could be interpreted to impose any material restriction on the business or operations of the Company or any Subsidiary, or any of their respective Affiliatesaffiliates, prior to the Effective Time, or on the business or operations of XxXxxx Acquiror or any of its Affiliates after the Effective Time; (xixii) an Agreement material to the Company and its Subsidiaries not otherwise described in this Section 3.14(a) which by its terms does not terminate or is not terminable by the Company or by a Subsidiary within thirty (30) days or upon thirty (30) days' (or less) notice; (xiixiii) an Agreement with any Governmental Entity; (xiiixiv) an Agreement with any of the twenty (20) largest customers of the Company and the Subsidiaries, taken as a whole (based on amounts billed), for each of (A) the year ended December 31, 1997 and (B) the period from January 1, 1998 through the date of this Merger Agreement; (xivxv) an a material Agreement to provide any customer with free listings or advertisements service or service at rates departing from the standard rate schedules other than in of the Ordinary Course of Businesslocal, long distance, wireline or wireless telephone system or cable television system operated by the Company or any Subsidiary; or (xvxvi) any other Agreement (A) that is material to the Company and the Subsidiaries, taken as a whole, or the conduct of their businesses or operations, or (B) the absence of which would have a Company Material Adverse Effect, (the foregoing Agreements referred to herein as the "COMPANY CONTRACTS"). The Company has furnished XxXxxx Acquiror with true and complete copies of each written Company Contract (including any amendments thereto) and a complete written summary of each oral Company Contract. (b) Each Company Contract is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. All necessary approvals of any Governmental Entity with respect thereto have been obtained (except where the failure so to obtain any such approval would not have a Company Material Adverse Effect), all necessary filings or registrations therefor have been made, and there are no outstanding disputes thereunder and, to the knowledge of the Company or any Subsidiary, no threatened cancellation or termination thereof. The Company and the Subsidiaries have performed all material obligations thereunder required to be performed by any of them to date. To the knowledge of the Company and the Subsidiaries, no party is in default in any material respect under any of the Company Contracts, and there has not occurred any event which (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute such a default. No Agreement has been canceled or otherwise terminated within the twelve (12) months prior to the date of this Merger Agreement which would have been a "Company Contract" had such Agreement not been canceled or terminated and the cancellation or termination of which has had or is reasonably likely to have a Company Material Adverse Effect. Except as specifically described in Section 3.14(a) of the Company Disclosure Schedule, there has been no written or oral modification or amendment to any Company Contract and there are no reasonably expected changes to any Company Contract. At the Closing, the Company shall deliver to XxXxxx Acquiror an updated Section 3.14(a) to the Company Disclosure Schedule in accordance with the provisions of Section 6.046.05.