Prior Acquisitions. Section 3.22 of the Disclosure Letter sets forth a complete and accurate list of (i) all transactions in the past ten (10) years pursuant to which the Company has acquired any other Person, or the business or assets of another Person constituting a business or a line of business (each, a “Prior Acquisition”), and (ii) a summary of the material terms of any continuing indemnification, payment or other material obligations with respect to each Prior Acquisition. Copies of all material agreements relating to each Prior Acquisition have been Made Available to Parent.
Prior Acquisitions. Except as set forth in Schedule 3.24 of the Disclosure Schedule, no claims, amounts owed, liabilities, Encumbrances, legal proceedings or any other obligations of any kind are due or were incurred or outstanding in connection with any acquisitions made by CCI, except as already recorded on the Financial Statements heretofore delivered to the Buyer.
Prior Acquisitions. (a) Schedule 3.21 sets forth a list all of the companies, entities and businesses acquired by the Group Companies in the last 2 years involving the payment by the Group Companies of more than US$1,000,000 (in stock and/or cash). The Company has made available to the Buyer the agreements, Contracts and instruments entered into by the Group Companies in connection with such acquisitions (the “Previous Acquisition Agreements”). Except as described on Schedule 3.21, the payments required to be made by the Group Companies under the terms of the Previous Acquisition Agreements or any other acquisitions made by the Group Companies without regard to when such acquisitions were made (the “Residual Payments”) do not exceed US$500,000.
Prior Acquisitions. Full particulars of all Prior Acquisitions have been Disclosed, including copies of the acquisition agreement and related documents. Save as Disclosed, there has been no breach by any Group Company of the terms of the acquisitions agreements in respect of the Prior Acquisitions and, so far as the Sellers are aware, no third party has alleged any such breach or notified any Group Company of a claim in respect of the Prior Acquisitions. Schedule 12 contains accurate details of all Deferred Consideration Payment Amounts.
Prior Acquisitions. (a) Section 3.19 of the Disclosure Schedule sets forth a list all of the companies, entities and businesses acquired by the Group Companies in the last two years involving the payment by the Group Companies of more than US$100,000 (in stock and/or cash). The Company has made available to the Purchaser the agreements, Contracts and instruments entered into by the Group Companies in connection with such acquisitions (the “Previous Acquisition Agreements”). Except as described in Section 3.19 of the Disclosure Schedule, the payments required to be made by the Group Companies under the terms of the Previous Acquisition Agreements or any other acquisitions made by the Group Companies without regard to when such acquisitions were made (the “Residual Payments”) do not exceed US$100,000.
Prior Acquisitions. The consummation of the transactions contemplated by the CCSI Stock Exchange Agreement, CSI Stock Exchange Agreement and the JDS Asset Purchase Agreement conformed in all material respects to the descriptions contained in the letters to the Federal Trade Commission dated December 2, 1994 and December 15, 1994, copies of which have been provided to the Buyer.
Prior Acquisitions. (a) Except as set forth on Schedule 3.21(a), since January 1, 2014, no Acquired Entity or other member of the Relevant Group (with respect to the Business) has acquired or agreed to acquire by merging or consolidating with, or by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof (each, a “Prior Acquisition”). The Sellers have made available to Buyer true, correct and complete copies of all definitive purchase agreements, disclosure schedules and all material ancillary Contracts executed and delivered in connection with the Prior Acquisitions (collectively, the “Prior Acquisition Agreements”).
(b) Except as set forth on Schedule 3.21(b), all consideration, payments, deferred consideration, installment payment, working capital adjustment, earn-out or similar payments required under any of the Prior Acquisition Agreements have been fully and completely paid or satisfied. Since January 1, 2014, there have been no indemnity claims made by any Person under any Prior Acquisition Agreement. To the Knowledge of Sellers, no event has occurred or circumstance exists that could reasonably be expected to give rise to, or serve as the basis for, any indemnity claim by any Person under any Prior Acquisition Agreement.
Prior Acquisitions. All of Borrower’s prior acquisitions have been completed pursuant to, and in material compliance with, the terms outlined for such acquisitions in the SAI Servicer Agreement.
Prior Acquisitions. Section 2.2.17 of the Seller Disclosure Schedule sets forth a list, which is true and complete, of all pending and, to the Knowledge of Seller, threatened indemnification claims by or against Seller or any member of the Target Group under any agreement for the acquisition of any assets, business or Person by, or for the benefit of, Target or any other member of the Target Group.
Prior Acquisitions. Except as set forth in the Seller Balance Sheet, the September 30, 1998 balance sheet or in Section 4.26 of the Seller Disclosure Schedule, no claims, amounts owed, liabilities (contingent or otherwise), encumbrances, legal proceedings or any other obligations of any kind are due or were incurred or outstanding in connection with any acquisitions made by Seller prior to the date of this Agreement.
