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. 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) The Seller has not received or given any written or, to the knowledge of the Seller, oral notice of any breach by any party to the Span-Alaska Agreement of, or any failure by any such party to perform, any representation, warranty, covenant or other provision of that certain Equity Purchase Agreement, dated March 31, 2014 by and among Midnight Sun Transportation Services, LLC, a Subsidiary of Span Acquisition (“Midnight Sun”), Alaska Freight Express, LLC, formerly Alaska Freight Express, Inc. and a Subsidiary of Span Acquisition (“Alaska Freight”), Span-Alaska Transportation, LLC, formerly Span Alaska Transportation, Inc. and a Subsidiary of the Company (“Span-Alaska”), Span Acquisition Co., LLC, a Subsidiary of the Company (“Span Acquisition”), and the sellers party thereto (the “Span-Alaska Agreement”), pursuant to which Midnight Sun, Alaska Freight and Span-Alaska were acquired by Span Acquisition nor to the knowledge of the Seller has there occurred, any event, occurrence, facts or circumstances that has resulted in or would reasonably be expected to result in any breach of the provisions of the Span-Alaska Agreement. The Seller has not received written or, to the knowledge of the Seller, oral notice of, nor to the knowledge of the Seller has there occurred, any event, occurrence, facts or circumstances has resulted in, or would reasonably be expected to result in a claim being made under that certain representation and warranty insurance policy, dated March 31, 2014, insured by Scottsdale Insurance Company (Policy No. CNS0000109), Arch Specialty Insurance Company (Policy No. RWP930001900) and Steadfast Insurance Company (Policy No. DOC 5532670-00) in connection with the Span-Alaska Agreement (“
Prior Acquisitions. 2.8 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. No earn-out or other contingent payments or other payment obligations are hereafter payable or outstanding in consideration of any Person’s ownership interest in the entity sold (other than payments for bona fide services) by the Seller or any Targeted Subsidiary of any operating business or the capital stock of any other Person (the acquisition agreements and all related documents relating to such acquisitions, the “Acquisition Agreements”). None of the Seller or the Targeted Subsidiaries, or to the Knowledge of the Seller, any other Person, has breached in any material respect any of the Acquisition Agreements. Except as set forth in Schedule 3.31, no claims for indemnification under such Acquisition Agreements have been made and are presently outstanding, are pending or are threatened by the Seller or a Targeted Subsidiary and no claims for indemnification have been made, are pending, or to the Knowledge of the Seller, are threatened, by any counterparty thereto. None of the Seller or any Targeted Subsidiary has any Liabilities or ongoing monetary obligations in respect of the dispositions or discontinuance of business made prior to the Closing Date.
Prior Acquisitions. The Properties within the AMI acquired by CHAPARRAL, ET ------------------ AL, prior to March 10, 2000, as described on Exhibit A-1, shall be owned by the Parties in the following percentages: DDDF Company Inc. 10% Xxxxxx X. Xxxxxx 10% Chaparral Royalty 10% J. Xxx Xxxxxx 10% Pure Resources, L.P. 60% The Parties agree to effectuate this ownership by delivering whatever assignments are required, which shall be delivered to the Parties contemporaneously with the execution of this Agreement. The difference between the lease burdens on these Properties and the 80% net revenue interest delivered to the Parties, shall be owned as an overriding royalty by Xxxxxx XxXxxxxx dba JSM Oil & Gas Inc., X.X. Xxx 0000, Xxxxxxx, XX 00000.
Prior Acquisitions. Except as set forth on Schedule 3.26, neither Seller, the Company nor any Subsidiary of the Company is obligated to make any payment or perform any service under any acquisition agreement pursuant to which the Company or any of its Subsidiaries acquired any other Person or business (whether by stock purchase, merger or asset purchase), and neither Seller, the Company nor any Subsidiary of the Company has any liability or obligation to any third party relating pursuant to any such acquisitions.
Prior Acquisitions. Except as set forth on PORTEC RAIL DISCLOSURE SCHEDULE 5.14, since December 10, 1997, neither Portec Rail nor any of its Subsidiaries has been a party to or otherwise involved in any acquisition or attempted acquisition which has resulted in a claim or action being filed against Portec Rail or any of its Subsidiaries for “bad faith” or breach of contract.
Prior Acquisitions. The Company shall use commercially reasonable efforts to cause: (a) the Net Adjustment Amount (as defined in the HTA Purchase Agreement); (b) the HTA Tax Adjustment Amount; and (c) the Net Adjustment Amount (as defined in the EPC Purchase Agreement), in each case to be finally determined and paid in accordance with the HTA Purchase Agreement or EPC Purchase Agreement, as applicable, prior to the Closing. In the event that the HTA Tax Adjustment Amount has not been paid prior to the Closing Date, the Company shall fund the HTA Tax Adjustment Amount Escrow in accordance with Section 6.7(g) of the HTA Purchase Agreement prior to the Closing Date; provided, that in the event that the HTA Tax Adjustment Statement has not been delivered to ATS Consolidated, Inc. pursuant to Section 6.7(a)(i) of the HTA Purchase Agreement prior to the Closing Date, the Company shall deposit with the Escrow Agent (for the purposes of this Section 7.16, as defined in the HTA Purchase Agreement) prior to the Closing Date an amount of cash equal to $15,000,000, to fund the HTA Tax Adjustment Amount Escrow, which shall be held by the Escrow Agent in accordance with the Escrow Agreement (as defined in the HTA Purchase Agreement). To the extent that the HTA Tax Adjustment Amount Escrow exceeds the Tax Adjustment Amount that becomes conclusive and binding upon the parties in accordance with Section 6.7(b) of the HTA Purchase Agreement, Parent shall pay or cause to be paid to each Company Stockholder such Company Stockholder’s Pro Rata Share of such excess amount of cash within five Business Days of the Company’s receipt of such excess amount of cash from the HTA Tax Adjustment Escrow. To the extent the Company pays any amounts after the Closing pursuant to Section 6.7 of the HTA Purchase Agreement, other than from the HTA Tax Adjustment Amount Escrow, notwithstanding anything to the contrary herein, the next amounts otherwise required to be paid to the Company Stockholders under the Tax Receivable Agreement shall be reduced by the amount of such payment. To the extent the Company receives any amounts after the Closing pursuant to Section 6.7 of the HTA Purchase Agreement, Parent shall pay or cause to be paid to each Company Stockholder such Company Stockholder’s Pro Rata Cash Share of such amount received with five Business Days of the Company’s receipt of such amount.
