Other Contracts and Commitments. EXHIBIT B
a. Seller has furnished Buyer with a true and correct copy of each written Contract, and a written description of each oral Contract referred to in the Disclosure Letter, together with all amendments, waivers, or other changes thereto.
b. Except as specifically disclosed in the Disclosure Letter: (i) no supplier has indicated that it will stop or decrease the rate of business done with Seller, except for changes in the ordinary course of the SOR Wheel Business; (ii) Seller has performed in all material respects the obligations required to be performed by it in connection with the Contracts and Seller has not been advised of or received any claim of default under any Contract required to be disclosed hereunder; (iii) Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract; and (iv) to Seller's knowledge there has been no breach and there is no anticipated breach by any other party to any Contract.
Other Contracts and Commitments. The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in the Company's Certificate of Incorporation or by-laws or in any agreement or instrument to which it is a party which may result in any material adverse change in the condition, financial or other, of the Company, and, to the best knowledge and belief of the Company, there are no existing such defaults by the other parties thereto. Attached hereto as Schedule 2.18 is a true, complete and correct copy of the Interactive Services Agreement between the Company and America Online, Inc. (the "AOL Agreement"). The AOL Agreement is a valid and subsisting agreement, and no default has occurred thereunder by the Company or AOL.
Other Contracts and Commitments a. The Disclosure Letter sets forth the material terms of each Contract and identifies each Contract which is not terminable at will by Seller. EXHIBIT B
b. Seller has furnished Buyer with a true and correct copy of each written Contract, and a written description of each oral Contract referred to in the Disclosure Letter, together with all amendments, waivers, or other changes thereto.
c. Except as specifically disclosed in the Disclosure Letter: (i) no supplier has indicated that it will stop or decrease the rate of business done with Seller, except for changes in the ordinary course of the Wrought Wheel Business; (ii) Seller has performed in all material respects the obligations required to be performed by it in connection with the Contracts and Seller has not been advised of or received any claim of default under any Contract required to be disclosed hereunder; (iii) Seller has no present expectation or intention of not fully performing any obligation pursuant to any Contract; and (iv) there has been no breach and there is no anticipated breach by any other party to any Contract.
d. Seller must disclose any pending credits due on any account for advertising allowance or co-op, volume bonus rebates, or any other type of credit or rebate.
e. Seller must state any pricing commitments, guarantees or contracts with customers or vendors.
Other Contracts and Commitments. Seller shall not (and shall not permit UK Subsidiary, Korean Subsidiary and Factory Power to), without the prior consent of Buyer, enter into any lease, agreement, undertaking, contract or commitment involving a liability on the part of Seller in respect of MTG, UK Subsidiary, Korean Subsidiary or Factory Power in excess of $250,000 or having a term in excess of one year (other than as permitted by this Agreement or as required or permitted by any contract or commitment disclosed in the Schedules to this Agreement and other than renewals on substantially similar terms in the ordinary course of business).
Other Contracts and Commitments. Neither of the Companies nor Sycamore nor NE 23rd has outstanding (i) any contract, bid or offer to provide services to third parties which (A) Sellers know or have reason to believe is at a price which would result in a net loss in providing such services, or (B) includes terms and conditions the Companies, Sycamore or NE 23rd cannot reasonably expect to satisfy or fulfill in their entirety; (ii) any revocable or irrevocable power of attorney to any person, firm or corporation for any purpose whatsoever; (iii) any loan agreement, indenture, promissory note, conditional sales agreement or other similar type of agreement, except to the extent the indebtedness thereunder is reflected on the August 31, 1996 Financial Statements (including inter-Company indebtedness eliminated by principles of consolidation); or (iv) except as disclosed on Schedule 4.5, any other material contract or commitment not directly related to operations on the Properties which is not cancelable without liability or penalty on sixty (60) days notice or less.
Other Contracts and Commitments. Amtech shall not (and shall not permit the Acquired Subsidiaries to), without the prior consent of UNOVA, enter into any lease, agreement, undertaking, contract or commitment involving a liability on the part of any member of TSG in excess of $100,000 or having a term in excess of one year (other than as permitted by this Agreement). To the extent of its legal power, Amtech shall not permit ACL to enter into any business combination with any other entity without the prior consent of UNOVA.
Other Contracts and Commitments. Every material contract and commitment not listed above.
Other Contracts and Commitments. Except for the Site Leases and the ------------------------------- Advertising Contracts (the "Scheduled Contracts"), Seller is not a party to any oral or written contract or agreement for which Buyer or the Assets will be liable after Closing. Each of the Scheduled Contracts is in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. To the best of Seller's knowledge, all necessary governmental approvals with respect thereto have been obtained, all necessary filings or registrations therefor have been made, and there have been no threatened cancellations thereof nor outstanding material disputes thereunder. To the best of Seller's knowledge, Seller has in all material respects performed all the obligations required to be performed by it to date thereunder. To the best of Seller's knowledge, no party is in default under any of the contracts, agreements, commitments or other instruments described in the Schedules attached hereto, 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. Except for liabilities after the Closing Date in respect of the Assumed Liabilities, Buyer has and will not have any liability in respect of the Scheduled Contracts.
Other Contracts and Commitments. Except for the Site Leases and the Advertising Contracts (the "Scheduled Contracts") Seller is not a party to any oral or written (i) contract for the employment of any officer, employee, consultant or independent contractor; (ii) license agreement or sales agency, advertising, or brokerage contract; (iii) contract with any labor organization or other collective bargaining unit; (iv) contract for the future purchase of materials, supplies, services, merchandise or equipment involving payments of more than $5,000 over its remaining term (including periods covered by any option to renew by either party); (v) contract for the purchase, sale or lease of any real estate or other properties; (vi) 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; (vii) agreement or arrangement for the sale of any of its assets or properties or the grant of any preferential rights to purchase any of its assets, properties or rights, other than in the ordinary course of business; (viii) contract which contains any provisions requiring Seller to indemnify any other party thereto; (ix) joint venture agreement or arrangement or other agreement involving the sharing of profits; (x) outstanding loan to any person or entity or receivable due from any shareholder of Seller or persons or entities controlling, controlled by or under common control with Seller; (xi) other contract, commitment or agreement which by its terms does not terminate or is not terminable by Seller within 30 days or upon 30 days' (or less) notice; or (xii) contract, commitment or agreement with or to any Seller or any entity in which any Seller has a material interest.
Other Contracts and Commitments of the Disclosure Schedule identifies each of the following contracts and commitments (collectively, the "Contracts") to which MGU is a party or is bound (other than those referred to in Sections 3.8, 3.9, 3.10, and 3.11):
