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Common use of SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS Clause in Contracts

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an accurate list (Schedule 5.15) of (i) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 months ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be good.

Appears in 7 contracts

Samples: Merger Agreement (United Road Service Inc), Agreement and Plan of Reorganization (United Road Service Inc), Merger Agreement (United Road Service Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an (a) SCHEDULE 3.19 sets forth a complete and accurate list of all Significant Customers and Significant Suppliers. For purposes of this Agreement, "Significant Customers" are the twenty (Schedule 5.1520) of (i) all significant customers (i.e.that have effected the most purchases, those customers representing five percent (5%) or more in dollar terms, from the Company during each of the COMPANY's revenues for past four (4) fiscal quarters, and "Significant Suppliers" are the 12 months ended on twenty (20) suppliers who supplied the Balance Sheet Date, largest amount by dollar volume of products or who have paid services to the COMPANY $100,000 Company during the twelve (12) months ending on June 30, 1998. (b) SCHEDULE 3.19 contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment permits, written or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") oral, to which the COMPANY or any of its Subsidiaries Company is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customersSignificant Customers, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) ) (ai) as to which the Company and any affiliate of the Balance Sheet Date and Company or any officer, director or stockholder of the Company are parties (b"Related Party Agreements"); (ii) entered into since that may give rise to obligations or liabilities exceeding, during the Balance Sheet Datecurrent term thereof, and in each case $25,000, or (iii) that may generate revenues or income exceeding, during the current term thereof, $25,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to NII true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. the Material Contracts. (c) Except to the extent set forth on Schedule 5.15SCHEDULE 3.19, (i) none of the COMPANYCompany's (including the COMPANY's Subsidiaries) significant customers Significant Customers has cancelled canceled or substantially reduced or, to the knowledge of the COMPANYCompany, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of reduce, any material purchases from the services provided by the COMPANY (including the COMPANY's Subsidiaries)Company, and (ii) none of the COMPANY and Company's Significant Suppliers has canceled or substantially reduced or, to the COMPANY's Subsidiaries have knowledge of the Company, is currently attempting to cancel or substantially reduce, the supply of material products or services to the Company, (iii) the Company has complied with all material of its commitments and obligations pertaining to any Material Contract, and are is not in default under any such of the Material ContractContracts, and no notice of default has been receivedreceived with respect to any thereof, and (iv) there are no Stockholder or Material Contracts that were not negotiated at arm's length. The Company has not received any affiliate customer complaints of a material nature concerning its products and/or services, nor has it had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any Stockholder material revenue. (d) Each Material Contract, except those terminated pursuant to Section 5.4, is a valid and binding on the Company and is in full force and effect and is not subject to any default thereunder by any party obligated to the Company pursuant thereto. Except for such required consents specifically noted on SCHEDULE 3.19 (the "Unobtained Consents"), the Company has obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or in order that any such Material ContractContract remain in effect without modification after the transactions and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). Except All Third Party Consents are listed on SCHEDULE 3.19. To the extent that the Company has failed to obtain any Third Party Consent in advance of the Closing Date, the failure of the Company to obtain such Third Party Consent will not, individually or in the aggregate, have an adverse effect on the business or operations of the Company after the Closing Date. (e) The Company is not a "women's business enterprise" ("WBE") or "woman-owned business concern" as defined in 48 C.F.R. (S) 52.204-5, or a "minority business enterprise" ("MBE") or "minority-owned business concern" as defined in 48 C.F.R. (S) 52.219-8, nor has it held itself out to be such to any of its customers. (f) The outstanding balance on all loans or credit agreements either (i) between the Company and any person in which the Shareholder owns a material interest, or (ii) guaranteed by the Company for the benefit of any person in which the Shareholder owns a material interest, are set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be goodSCHEDULE 3.19.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Navigant International Inc), Stock Purchase Agreement (Navigant International Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an MARINEMAX a true, complete and accurate list (which is set forth on Schedule 5.15) of (i) all significant customers current customers, it being understood and agreed that a "significant customer," for purposes of this Section, means a customer (i.e., those customers or person or entity) representing five percent (5%) % or more of the COMPANY's annual revenues for the 12 months ended on as of the Balance Sheet Date, or who have paid . Except to the extent set forth on Schedule 5.15, none of COMPANY's significant current customers have canceled or substantially reduced or, to the best knowledge and belief of COMPANY $100,000 and the STOCKHOLDERS after due inquiry, are currently attempting or more over any four consecutive fiscal quarters in threatening to cancel a contract or substantially reduce utilization of the three years ended services provided by COMPANY. COMPANY has listed on Schedule 5.15 all material contracts, commitments and similar agreements (other than the Balance Sheet Date) and (ii) all customer contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts"referred to above) to which the COMPANY or any of its Subsidiaries is a party or by which any of them it or any of their respective its properties are bound (including, but not limited towithout limitation, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, strategic alliances and options to purchase land), leasesother than agreements listed on Schedule 5.14, liens5.15 or 5.16, pledges or other security agreements) (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered attached a true, complete and correct copies copy of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.155.15 hereto. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers COMPANY has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contractit, and are is not in default under any such Material Contract, contracts or agreements listed on Schedule 5.15 and no notice of default under any such contract or agreement has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as has also set forth on Schedule 5.155.15 a true, no employees accurate and complete summary description of the COMPANY all plans or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute projects involving the COMPANY (including opening of new operations, expansion of existing operations, the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $50,000 by COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be good.

Appears in 2 contracts

Samples: Merger Agreement (Marinemax Inc), Agreement and Plan of Organization (Marinemax Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY Seller has delivered to URSI the Purchaser an accurate list (which is set forth on Schedule 5.153.11) of all significant customers, or Persons that are sources of a significant number of customers, it being understood and agreed that a "significant customer," for purposes of this Section 3.11, means a customer (or Person) (i) all significant customers (i.e., those customers representing five percent (5%) 2% or more of the COMPANYSeller's annual revenues for as of the 12 months ended on the Balance Sheet Date, Initial Disclosure Date or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment reasonably expected to represent 2% or performance more of the Seller's revenues during the twelve-month period ending September 30, 1997. Except to the extent set forth on Schedule 3.11, none of the Seller's significant customers (or Persons that are sources of a significant number of customers) has canceled or substantially reduced or, to the knowledge of the Seller, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") Seller. The Seller has listed on Schedule 3.11 all material contracts, commitments and similar agreements to which the COMPANY or any of its Subsidiaries Seller is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, any contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, strategic alliances and options to purchase land), leasesother than agreements listed on Schedule 3.6, liens3.10 or 3.12, pledges or other security agreements) (ax) in existence as of the Balance Sheet Initial Disclosure Date and (by) entered into since the Balance Sheet Initial Disclosure Date, and in each case has have delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Purchaser. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers The Seller has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contractit, and are is not in default under any such Material Contract, contract or agreement listed on Schedule 3.11 and no notice of default or termination under any such contract or agreement has been received, and no Stockholder . The Seller has also indicated on Schedule 3.11 a summary description of all plans or any affiliate projects involving the acquisition of any Stockholder is a party to personal property, business or assets requiring, in any such Material Contract. Except as set forth in Schedule 5.15event, the COMPANY and payment of more than $5,000 by the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor unionSeller. Except as set forth on Schedule 5.153.11, no employees all of the COMPANY or its Subsidiaries contracts, commitments and similar agreements listed on Schedule 3.11 are represented by any labor union or covered by any collective bargaining agreement in full force and no campaign to establish such representation has ever occurred or is effect and constitute valid and binding agreements of the parties (and their successors) thereto in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship accordance with employees to be goodtheir respective terms.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/), Asset Purchase Agreement (Advanced Communications Group Inc/De/)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI Schedule --------------------------------------------------------- 5.15 contains an accurate list (Schedule 5.15) of (i) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 twelve months ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 50,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet DateDate (collectively, "significant customers") and (ii) all contracts contracts, indentures and other instruments requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them the COMPANY or any of their its respective properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSIHDS, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have has not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or or, to the knowledge of the COMPANY, is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with its respective employees to be good.

Appears in 2 contracts

Samples: Merger Agreement (Hospitality Design & Supply Inc), Agreement and Plan of Reorganization (Hospitality Design & Supply Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an accurate list (Schedule 5.15) of (i) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 months ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements)respective (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be good.

Appears in 2 contracts

Samples: Merger Agreement (United Road Service Inc), Merger Agreement (United Road Service Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an accurate list (Schedule 5.15) of (i) Schedule 4.1(u)(i) sets forth a complete and accurate list of all significant Significant Customers and Significant Suppliers. For purposes of this Agreement, "Significant Customers" are the twenty (20) customers (i.e.that have effected the most purchases, those customers representing five percent (5%) or more in dollar terms, from the Company during each of the COMPANY's revenues for past four (4) fiscal quarters, and "Significant Suppliers" are the 12 twenty (20) suppliers who supplied the largest amount by dollar volume of products or services to the Company during the twelve (12) months ended ending on the Balance Sheet Date, or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and ; (ii) Schedule 4.1(u)(ii) contains a complete and accurate list of all contracts requiring payment contracts, commitments, leases, instruments, agreements, licenses or performance by the COMPANY permits, written or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") oral, to which the COMPANY or any of its Subsidiaries Company is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customersSignificant Customers, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (a) as to which the Company and any affiliate of the Balance Sheet Date and Company or any officer, director or Shareholder of the Company are parties (b) entered into since "Related Party Agreements"); that may give rise to obligations or liabilities exceeding, during the Balance Sheet Datecurrent term thereof, and in each case $110,000 or that may generate revenues or income exceeding, during the current term thereof, $110,000 (collectively with the Related Party Agreements, the "Material Contracts" for the purposes of this Section 4.1 (u)). The Company has delivered to the Purchaser at the Sundog Premises true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. the Material Contracts; (iii) Except to the extent set forth on Schedule 5.154.1(u)(iii), (iA) none of the COMPANYCompany's (including the COMPANY's Subsidiaries) significant customers Significant Customers has cancelled canceled or substantially reduced or, to the knowledge of the COMPANYVendor or the Company, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization reduce, any purchases from the Company, (B) none of the Company's Significant Suppliers has canceled or substantially reduced or, to the knowledge of the Vendor or the Company, is currently attempting to cancel or substantially reduce, the supply of products or services provided by to the COMPANY (including the COMPANY's Subsidiaries)Company, and (iiC) the COMPANY and the COMPANY's Subsidiaries have Company has complied with all material of its commitments and obligations pertaining to any Material Contract, and are is not in default under any such of the Material ContractContracts, and no notice of default has been receivedreceived with respect to any thereof and (D) there are no Material Contracts that were not negotiated at arms length. The Company has not received any material customer complaints concerning its products and/or services, nor has it had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and no Stockholder or any affiliate those returns that would not result in a reversal of any Stockholder material revenue; (iv) Each Material Contract is a valid and binding on the Company and is in full force and effect and is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any Governmental Authority or other third party or are advisable in order that any such Material Contract. Except Contract remain in effect without modification after the transactions contemplated by this Agreement and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit except as disclosed in Schedule 4.1(u)(iv); (v) The approximate outstanding balances on all loans or credit agreements either (A) between the Company and any person in which any of the Shareholders owns a material interest, or (B) guaranteed by the Company for the benefit of any person in which any of the Shareholders owns a material interest, are set forth in Schedule 5.154.1(u)(v).; and (vi) The pledge, hypothecation or mortgage of all or substantially all of the COMPANY and Company's assets (including, without limitation, a pledge of the COMPANYCompany's Subsidiaries have not been the subject of contract rights under any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject toMaterial Contract) any arrangement with any labor union. Except will not, except as set forth on Schedule 5.154.1(u)(vi), no employees (A) result in the breach or violation of, (B) constitute a default under, (C) create a right of termination under, or (D) result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, assets of the Company (other than a lien created pursuant to the COMPANY's knowledgepledge, threatened labor dispute involving hypothecation or mortgage described at the COMPANY (including start of this Article 4.1(u)(vi)) pursuant to any of the COMPANY's Subsidiaries) terms and provisions of, any group Material Contract to which the Company is a party or by which the property of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be goodCompany is bound.

Appears in 1 contract

Samples: Purchase Agreement (Workflow Management Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI SCHEDULE 3.16 contains an accurate list (Schedule 5.15) of (ia) all significant customers (i.e., i.e. those customers representing five percent (5%) % or more of the COMPANYCompany's revenues for the 12 months ended twelve (12) month period ending on the Balance Sheet Date, or who have paid to the COMPANY Company $100,000 25,000 or more over in any of the past four consecutive fiscal quarters in the three years ended on ending prior to the Balance Sheet Date) and (iib) all contracts requiring payment material contracts, commitments, leases, instruments, agreements, licenses or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") permits to which the COMPANY Company or any of its Subsidiaries Subsidiary is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) ) (ai) as of the Balance Sheet Date and (bii) entered into since the Balance Sheet DateDate (collectively, and in each case the "Material Contracts"). The Company has delivered to ITC true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Material Contracts. Except to the extent set forth on Schedule 5.15SCHEDULE 3.16, (ix) none of the COMPANYCompany's (including the COMPANY's Subsidiaries) significant customers has cancelled canceled or substantially reduced or, to the knowledge of the COMPANYCompany, is currently attempting or threatening or planning to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY service, (including the COMPANY's Subsidiaries), and (iiy) the COMPANY Company and the COMPANY's Subsidiaries have complied with all of their respective material commitments and obligations pertaining to any Material Contract, and are not in default under any such of the Material Contract, Contracts and no notice of default has been received, received with respect to any thereof and (z) there are no Stockholder Material Contracts that were not negotiated at arm's length with third parties not affiliated with the Company or any affiliate officer, director of the Company. The Company has received no customer complaints concerning its products and/or services, nor has it had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any Stockholder revenue by the Company, which would have a material adverse effect on the business, operations, affairs, prospects, properties, assets, profits or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole. Each Material Contract is a valid and binding on the Company and is in full force and effect and to the best knowledge of the Company is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with the Merger or any of the other transactions contemplated hereby, or as are required by any governmental agency or other third party or as are advisable in order that any such Material Contract. Except as set forth Contract remain in Schedule 5.15, effect without modification after the COMPANY and Merger or the COMPANY's Subsidiaries have not been the subject consummation of any election in respect such transactions and without giving rise to any right of union representation termination, cancellation or acceleration or loss of employees and any right or benefit ("Company Third Party Consents"). All Company Third Party Consents are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth listed on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be goodSCHEDULE 3.16.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Industrial Training Corp)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI Schedule --------------------------------------------------------- 5.15 contains an accurate list (Schedule 5.15) of (i) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 twelve months ended on the Balance Sheet DateDate (collectively, or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date"significant customers") and (ii) except for Material Leases, all contracts contracts, indentures and other instruments requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 25,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound (including, but not limited to, including contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) ) either (a) as of the Balance Sheet Date and or (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSIHDS, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or or, to the knowledge of the COMPANY, is in progress. There Except as set forth in Schedule 5.15, there is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its and each of the COMPANY's Subsidiaries' relationship with its respective employees to be good.

Appears in 1 contract

Samples: Merger Agreement (Hospitality Design & Supply Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an (a) Schedule 3.18(a) sets forth a complete and accurate list of all Significant Customers and Significant Suppliers. For purposes of this Agreement, "Significant Customers" are the twenty-five (Schedule 5.1525) customers that have effected the most purchases of goods or services, in dollar terms, from the Company and "Significant Suppliers" are the eight (i8) suppliers who supplied the largest amount by dollar volume of products or services to the Company, in each case during the twelve (12) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 months ended ending on the Balance Sheet Date. (b) Schedule 3.18(b) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or who have paid to the COMPANY $100,000 permits, written or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") oral, to which the COMPANY or any of its Subsidiaries Company is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customersSignificant Customers, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) ) (ai) as to which the Company and any affiliate of the Balance Sheet Date and Company or any officer, director or stockholder of the Company are parties (b"Related Party Agreements"); (ii) entered into since that may give rise to obligations or liabilities exceeding, during the Balance Sheet Datecurrent term thereof, and in each case $35,000, or (iii) that may generate revenues or income exceeding, during the current term thereof, $35,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered or made available to Aztec true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. the Material Contracts. (c) Except to the extent set forth on Schedule 5.153.18(c), (i) none of the COMPANYCompany's (including the COMPANY's Subsidiaries) significant customers Significant Customers has cancelled or substantially reduced canceled or, to the knowledge of the COMPANYCompany, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of reduce, any purchases from the services provided by the COMPANY (including the COMPANY's Subsidiaries)Company, and (ii) none of the COMPANY and Company's Significant Suppliers has canceled or, to the COMPANY's Subsidiaries have knowledge of the Company, is currently attempting to cancel or substantially reduce, the supply of products or services to the Company, (iii) the Company has complied with all material of its commitments and obligations pertaining to any Material Contract, and are is not in default under any such of the Material ContractContracts, and no written notice of default has been receivedreceived with respect to any thereof, and (iv) there are no Stockholder or Material Contracts that were not negotiated at arm's length. The Company has not received any affiliate material customer complaints from any Significant Customer concerning its products and/or services, nor has it had any of its products returned by any Significant Customer except for normal warranty returns consistent with past history and those returns that would not result in a reversal of any Stockholder material revenue. (d) Each Material Contract, except those terminated pursuant to Section 5.7 and those that expire in accordance with their terms between the date hereof and the Closing, is a valid and binding on the Company and is in full force and effect and is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or are required by any governmental agency or other third party or are advisable in order that any such Material ContractContract remain in effect without modification after the Merger and without giving rise to any right to termination, cancellation or acceleration or loss of any right or benefit ("Third Party Consents"). Except All Third Party Consents are listed on Schedule 3.18(d). (e) The Company is not a "women's business enterprise" or "woman-owned business concern" as defined in 48 C.F.R. ss. 52.204-5, or a "minority business enterprise" or "minority-owned business concern" as defined in 48 C.F.R. ss. 52.219- 8, nor has it held itself out to be such to any of its customers. (f) The outstanding balance on all loans or credit agreements either (i) between the Company and any Person in which any of the Stockholders owns a material interest, or (ii) guaranteed by the Company for the benefit of any Person in which any of the Stockholders owns a material interest, are set forth in Schedule 5.153.18(f). (g) The pledge, hypothecation or mortgage of all or substantially all of the COMPANY and Company's assets (including, without limitation, a pledge of the COMPANYCompany's Subsidiaries have contract rights under any Material Contract) will not been (i) result in the subject breach or violation of, (ii) constitute a default under, (iii) create a right of any election termination under, or (iv) result in respect the creation or imposition of union representation of employees and are not bound by (or subject the obligation to (and none of its respective assets create or properties is bound by or subject toimpose) any arrangement with lien upon any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, assets of the Company (other than a lien created pursuant to the COMPANY's knowledgepledge, threatened labor dispute involving hypothecation or mortgage described at the COMPANY (including start of this Section 3.18(g)) pursuant to any of the COMPANY's Subsidiaries) terms and provisions of, any group Material Contract to which the Company is a party or by which the property of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be goodCompany is bound.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aztec Technology Partners Inc /De/)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an Schedule 5.11(a) sets forth a list, that is accurate list (Schedule 5.15) and complete in all material respects, of (i) all significant customers (i.e., those customers or Persons representing five percent (5%) % or more of the COMPANYeach Company's total annual revenues for the 12 months ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15"Significant Customers"). Except to the extent set forth on Schedule 5.155.11(a), (i) none of each of the COMPANYCompany's (including the COMPANY's Subsidiaries) significant customers Significant Customers has cancelled canceled or substantially reduced or, to the knowledge of the COMPANYStockholders, is currently attempting or threatening to cancel any Material Contract a contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiariesany Company. Except as listed or described on Schedule 5.11(b), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder Company is a party to or bound by, nor does there exist any such written or oral contracts relating to or in any way affecting the operation or ownership of each Company's business that are of a type described below (the "Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to Contracts"): (and none of its respective assets or properties is bound by or subject toa) any collective bargaining agreement or arrangement with any labor unionunion or any such agreement currently in negotiation or proposed; (b) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property in excess of $10,000; (c) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services which requires aggregate future payments of greater than $10,000; (d) any contract relating to the borrowing of money, or the guaranty of another person's borrowing of money, including, without limitation, all notes, mortgages, pledges, security agreements, bonds, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (e) any contract granting any Person a Lien on any of the assets of any Company, in whole or in part; (f) any contract granting to any Person a first-refusal, first-offer or similar preferential right to purchase or acquire any of the assets or capital stock of any Company's business; (g) any contract under which any Company is (i) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, (ii) a lessor or sublessor of any real property or tangible personal property owned or leased by any Company, or (iii) a lessor or sublessor, or lessee or sublessee, of any Intellectual Property listed on Schedule 5.8(a); (h) any contract providing for the indemnification of any officer, director, employee or other person; (i) any joint venture or partnership contract; (j) any employment or consulting agreements; (k) any option, license, franchise or similar agreement; and (l) any other contract with a term in excess of one year, whether or not made in the ordinary course of business, which involves or may involve payments in excess of $10,000, and any other agreement which is material to each Company. Each Company has provided Acquiror with a true and complete copy of each written Material Contract, including all amendments or other modifications thereto. Except as set forth on Schedule 5.155.11(b), no employees each Material Contract is a valid and binding obligation of the COMPANY Company, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or its Subsidiaries are represented other similar laws affecting the enforcement of creditors' rights generally and by any labor union general principles of equity (whether applied in a proceeding at law or covered by any collective bargaining agreement in equity) and no campaign to establish such representation has ever occurred or is in progressfull force and effect. There is no pending orExcept as set forth on Schedule_5.11(b), each Company has performed all obligations required to be performed by it under each Material Contract and neither any Company nor, to the COMPANY's knowledgeknowledge of the Stockholders, threatened labor dispute involving any other party to any Material Contract, is (with or without the COMPANY (including lapse of time or the COMPANY's Subsidiariesgiving of notice or both) and in breach or default in any group of its employeesmaterial respect thereunder. The Stockholders have not been notified that any party to any Material Contract intends to cancel, nor has terminate, not renew or exercise an option under any Material Contract, whether in connection with the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be goodtransactions contemplated hereby or otherwise.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ursus Telecom Corp)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI Schedule 5.15 hereto contains an accurate list (Schedule 5.15) of (i) all significant customers (i.e., i.e. those customers representing five percent (5%) % or more of the COMPANYAES's revenues for the 12 months ended ending on the Balance Sheet Datedate of the AES Financials, or who have paid to the COMPANY AES $100,000 or more over in any of the past four consecutive fiscal quarters in the three years ended on the Balance Sheet Datequarters) and (ii) all contracts requiring payment material contracts, commitments, leases, instruments, agreements, licenses or performance by the COMPANY permits to which AES or any COMPANY AES Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) ) (ai) as of the Balance Sheet Date date of the AES Financials and (bii) entered into since the Balance Sheet Datedate of the AES Financials (collectively, and in each case has delivered the "AES Material Contracts"). Schedule 5.15 hereto includes true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the AES Material Contracts. Except to the extent set forth on Schedule 5.155.15 hereto, (i) none of the COMPANYAES's (including the COMPANY's Subsidiaries) significant customers has cancelled have canceled or substantially reduced or, to the knowledge of the COMPANY, is AES are currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries)service, and (ii) the COMPANY AES and the COMPANY's AES Subsidiaries have complied with all of their respective material commitments and obligations pertaining to any Material Contract, and are not in default under any such of the AES Material Contract, Contracts and no notice of default has been received, received with respect to any thereof and (iii) there are no Stockholder AES Material Contracts that were not negotiated at arm's length with third parties not affiliated with AES or any affiliate of any Stockholder officer, director or AES STOCKHOLDER. AES is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no No employees of the COMPANY AES or its Subsidiaries any AES Subsidiary are represented by any labor union or covered by any collective bargaining agreement and and, to the best of AES's knowledge, no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANYbest of AES's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) AES or any AES Subsidiary and any group of its employees, their employees nor has the COMPANY (including the COMPANY's Subsidiaries) AES or any AES Subsidiary experienced any labor interruptions over the past three years, year and the COMPANY AES considers its relationship with its employees to be good.

Appears in 1 contract

Samples: Merger Agreement (National Diagnostics Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has Sellers have delivered to URSI the Purchaser an accurate list (which is set forth on Schedule 5.153.7) of all significant customers, or Persons that are sources of a significant number of customers, it being understood and agreed that a "significant customer," for purposes of this Section 3.7, means a customer (or Person) (i) all significant customers (i.e., those customers representing five percent (5%) 2% or more of the COMPANY's Sellers' annual revenues for the 12 months ended on as of the Balance Sheet Date, Date or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment reasonably expected to represent 2% or performance more of the Business' revenues during the twelve-month period ending June 30, 1998. Except to the extent set forth on Schedule 3.7, none of the Business' significant customers (or Persons that are sources of a significant number of customers) has canceled or substantially reduced or, to the knowledge of the Sellers, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") Business. The Sellers have listed on Schedule 3.7 all material contracts, commitments and similar agreements to which the COMPANY Sellers are a party in connection with the Business or by which the Sellers or any of its Subsidiaries is a party or by which any of them or any of their respective the properties associated with the Business are bound (including, but not limited to, any contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, strategic alliances and options to purchase land), leasesother than agreements listed on Schedule 3.3, liens3.6 or 3.8, pledges or other security agreements) (ax) in existence as of the Balance Sheet Date and (by) entered into since the Balance Sheet Street Date, and in each case has have delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Purchaser. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries The Sellers have complied with all material commitments and obligations pertaining to any Material Contracteach of them, and are not in default under any such Material Contract, contract or agreement listed on Schedule 3.7 and no notice of default or termination under any such contract or agreement has been received. The Sellers have also indicated on Schedule 3.7 a summary description of all plans or projects, and no Stockholder or any affiliate in connection with the Business, involving the acquisition of any Stockholder is a party to personal property, business or assets requiring, in any such Material Contract. Except as set forth in Schedule 5.15event, the COMPANY and payment of more than $2,500 by the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor unionSellers. Except as set forth on Schedule 5.153.7, no employees all of the COMPANY or its Subsidiaries contracts, commitments and similar agreements listed on Schedule 3.7 are represented by any labor union or covered by any collective bargaining agreement in full force and no campaign to establish such representation has ever occurred or is effect and constitute valid and binding agreements of the parties (and their successors) thereto in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship accordance with employees to be goodtheir respective terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an (a) Schedule 3.19 (a) sets forth a complete and accurate list of all Significant Customers and Significant Suppliers. For purposes of this Agreement, "Significant Customers" are the twenty (Schedule 5.1520) of (i) all significant customers (i.e.that have effected the most purchases, those customers representing five percent (5%) or more in dollar terms, from the Company and its subsidiaries, taken as a whole, during each of the COMPANY's revenues for past four (4) fiscal quarters, and "Significant Suppliers" are the 12 twenty (20) suppliers who supplied the largest amount by dollar volume of products or services to the Company and its subsidiaries, taken as a whole, during the twelve (12) months ended ending on the Balance Sheet Date. (b) Schedule 3.19 (b) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or who have paid to the COMPANY $100,000 permits, written or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") oral, to which the COMPANY Company or any of its Subsidiaries subsidiaries is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customersSignificant Customers, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (ai) as to which the Company, any of its subsidiaries and any affiliate thereof or any officer, director, shareholder, manager or member of the Balance Sheet Date and Company or any of its subsidiaries are parties (b"Related Party Agreements"); (ii) entered into since that may give rise to obligations or liabilities exceeding, during the Balance Sheet Datecurrent term thereof, and in each case $10,000, or (iii) that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to Navigant true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. the Material Contracts. (c) Except to the extent set forth on Schedule 5.153.19(c), (i) none of the COMPANYCompany's (including the COMPANY's Subsidiaries) significant customers Significant Customers has cancelled canceled or substantially reduced or, to the knowledge of the COMPANYCompany, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization reduce, any purchases from the Company or any of the services provided by the COMPANY (including the COMPANY's Subsidiaries)its subsidiaries, and (ii) none of the COMPANY Company's Significant Suppliers has canceled or substantially reduced or, to the knowledge of the Company, is currently attempting to cancel or substantially reduce, the supply of products or services to the Company or any of its subsidiaries, (iii) each the Company and the COMPANY's Subsidiaries have its subsidiaries has complied with all material of its commitments and obligations pertaining to any Material Contract, and are is not in default under any such of the Material ContractContracts, and no notice of default has been receivedreceived with respect to any thereof, and (iv) there are no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have Contracts that were not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be good.negotiated at arm's

Appears in 1 contract

Samples: Interest Purchase Agreement (Navigant International Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY Seller has delivered to URSI the Purchaser an accurate list (which is set forth on Schedule 5.153.11) of all significant customers, or Persons that are sources of a significant number of customers, it being understood and agreed that a "significant customer," for purposes of this Section 3.11, means a customer (or Person) (i) all significant customers (i.e., those customers representing five percent (5%) 2% or more of the COMPANYSeller's annual revenues for as of the 12 months ended on the Balance Sheet Date, Initial Disclosure Date or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment reasonably expected to represent 2% or performance more of the Seller's revenues during the twelve-month period ending September 30, 1997. Except to the extent set forth on Schedule 3.11, none of the Seller's significant customers (or Persons that are sources of a significant number of customers) has canceled or substantially reduced or, to the knowledge of the Seller, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") Seller. The Seller has listed on Schedule 3.11 all material contracts, commitments and similar agreements to which the COMPANY or any of its Subsidiaries Seller is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, any contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, strategic alliances and options to purchase land), leasesother than agreements listed on Schedule 3.6, liens3.10 or 3.12, pledges or other security agreements) (ax) in existence as of the Balance Sheet Initial Disclosure Date and (by) entered into since the Balance Sheet Initial Disclosure Date, and in each case has have delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Purchaser. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers The Seller has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contractit, and are is not in default under any such Material Contract, contract or agreement listed on Schedule 3.11 and no notice of default or termination under any such contract or agreement has been received, and no Stockholder . The Seller has also indicated on Schedule 3.11 a summary description of all plans or any affiliate projects involving the acquisition of any Stockholder is a party to personal property, business or assets requiring, in any such Material Contract. Except as set forth in Schedule 5.15event, the COMPANY and payment of more than $2,500 by the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor unionSeller. Except as set forth on Schedule 5.153.11, no employees all of the COMPANY or its Subsidiaries contracts, commitments and similar agreements listed on Schedule 3.11 are represented by any labor union or covered by any collective bargaining agreement in full force and no campaign to establish such representation has ever occurred or is effect and constitute valid and binding agreements of the parties (and their successors) thereto in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship accordance with employees to be goodtheir respective terms.

Appears in 1 contract

Samples: Asset Purchase Agreement (Advanced Communications Group Inc/De/)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI Schedule --------------------------------------------------------- -------- 3.16 contains an accurate list (Schedule 5.15) of (ia) all significant customers of the Company ---- (i.e., those customers representing five percent (5%) % or more of the COMPANYCompany's revenues for the 12 months ended ----- twelve (12) month period ending on the Balance Sheet Date, or who have paid to the COMPANY Company $100,000 25,000 or more over in any of the past four consecutive fiscal quarters in the three years ended on ending prior to the Balance Sheet Date) and (iib) all contracts requiring payment material contracts, commitments, leases, instruments, agreements, licenses or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") permits to which the COMPANY Company or any of its Subsidiaries Subsidiary is a party or by which any of them it or any of their respective its properties are bound (including, but not limited to, including without limitation contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) ) (ai) as of the Balance Sheet Date and (bii) entered into since the Balance Sheet DateDate (collectively, and in each case the "Material Contracts"). The Company has delivered to Purchaser true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15the Material Contracts. Except to the extent set forth on Schedule 5.15-------- 3.16, (ix) none of the COMPANYCompany's (including the COMPANY's Subsidiaries) significant customers has cancelled canceled or ---- substantially reduced or, to the knowledge of the COMPANYCompany, is currently attempting or threatening or planning to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY service, (including the COMPANY's Subsidiaries), and (iiy) the COMPANY Company and the COMPANY's Subsidiaries have complied with all of their respective material commitments and obligations pertaining to any Material Contract, and are not in default under any such of the Material Contract, Contracts and no notice of default has been receivedreceived with respect to any thereof and (z) there are no Material Contracts that were not negotiated at arm's length with third parties not affiliated with the Company or any officer or director of the Company. The Company has received no customer complaints concerning its products and/or services, nor has it had any of its products returned by a purchaser thereof except for normal warranty returns consistent with past history and no Stockholder those returns that would not result in a reversal of any revenue by the Company, which would have a material adverse effect on the business, operations, affairs, prospects, properties, assets, profits or condition (financial or otherwise) of the Company and the Subsidiaries taken as a whole. Each Material Contract is valid and binding on the Company and is in full force and effect and to the best knowledge of the Company is not subject to any default thereunder by any party obligated to the Company pursuant thereto. The Company has obtained, or will obtain prior to the Closing Date, all necessary consents, waivers and approvals of parties to any Material Contracts that are required in connection with any of the transactions contemplated hereby, or as are required by any governmental agency or other third party or as are advisable in order that any such Material Contract remain in effect without modification after the consummation of any such transactions and without giving rise to any right of termination, cancellation or acceleration or loss of any right or benefit ("Company Third Party Consents"). All Company Third Party Consents are listed on Schedule 3.16. ------------- Each Material Contract (or any other material agreement, document, instrument, or understanding relating to the sale, license, transfer, distribution or development of the Company's products and other Company Intellectual Property Rights to which the Seller or any affiliate or subsidiary of any Stockholder the Seller (other than the Company or Xxxxxxxx Soft-Teach Limited) is a party or has any interest has been validly assigned to the Company pursuant to an Assignment and Assumption Agreement in form and substance acceptable to Purchaser, and such parties have waived or terminated any such Material Contract. Except as set forth in Schedule 5.15, of their respective remaining rights thereunder which would materially interfere with the COMPANY Company's or any other party's operations or performance thereunder (and the COMPANY's Subsidiaries have not been Seller has obtained all required consents from third parties with respect thereto), except with respect to Third Party Obligations and Permitted Distribution Channels as defined in the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be goodDealer Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Industrial Training Corp)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to URSI an accurate list (Schedule 5.15) of (i) all significant customers (i.e., those customers representing five percent (5%) or more of the COMPANY's revenues for the 12 months ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements), (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.15, (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel any Material Contract or substantially reduce utilization of the services provided by the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to any such Material Contract. Except as set forth in Schedule 5.15, the COMPANY and the COMPANY's Subsidiaries have not been the subject of any election in respect of union representation of employees and are not bound by or subject to (and none of its respective assets or properties is bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining agreement and no campaign to establish such representation has ever occurred or is in progress. There is no pending or, to the COMPANY's knowledge, threatened labor dispute involving the COMPANY (including the COMPANY's Subsidiaries) and any group of its employees, nor has the COMPANY (including the COMPANY's Subsidiaries) experienced any labor interruptions over the past three years, and the COMPANY considers its relationship with employees to be good.

Appears in 1 contract

Samples: Merger Agreement (United Road Service Inc)

SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The COMPANY has delivered to URSI ITP an accurate list (which is set forth on Schedule 5.155.11(a)) of (i) all significant customers customers, it being understood and agreed that a "significant customer," for purposes of this Section 5.11, means a customer (i.e., those customers or person or entity) representing five percent (5%) % or more of the COMPANY's total annual revenues for as of the 12 months ten month period ended on the Balance Sheet Date, or who have paid to the COMPANY $100,000 or more over any four consecutive fiscal quarters in the three years ended on the Balance Sheet Date) and (ii) all contracts requiring payment or performance by the COMPANY or any COMPANY Subsidiary in an amount or with a value in excess of $10,000 ("Material Contracts") to which the COMPANY or any of its Subsidiaries is a party or by which any of them or any of their respective properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, leases, liens, pledges or other security agreements) (a) as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to URSI, except that leases set forth on Schedule 5.14 need not be set forth on Schedule 5.15. Except to the extent set forth on Schedule 5.155.11(a), (i) none of the COMPANY's (including the COMPANY's Subsidiaries) significant customers has cancelled has, since the Balance Sheet Date, canceled or substantially reduced or, to the knowledge of the COMPANY, is currently attempting currently (b) Except as listed or threatening to cancel any Material Contract described on Schedule 5.11(b), as of or substantially reduce utilization of on the services provided by date hereof, neither the COMPANY (including the COMPANY's Subsidiaries), and (ii) the COMPANY and the COMPANY's Subsidiaries have complied with all material commitments and obligations pertaining to any Material Contract, and are not in default under any such Material Contract, and no notice of default has been received, and no Stockholder or any affiliate of any Stockholder is a party to or bound by, nor do there exist any, Contracts relating to or in any such Material Contract. Except as set forth in Schedule 5.15, way affecting the COMPANY and operation or ownership of the COMPANY's Subsidiaries have not been the subject business that are of any election in respect of union representation of employees and are not bound by or subject to a type described below: (and none of its respective assets or properties is bound by or subject toa) any collective bargaining arrangement with any labor union. Except as set forth on Schedule 5.15, no employees of the COMPANY or its Subsidiaries are represented by any labor union or covered by any collective bargaining such agreement and no campaign currently in negotiation or proposed; (b) any Contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to establish such representation has ever occurred or is real property other than in progress. There is no pending or, to the COMPANY's knowledgeordinary course of business in excess of $10,000; (c) any Contract with a term in excess of one year for the purchase, threatened labor dispute involving maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, machinery, equipment, parts or other property or services (except that the COMPANY need not list any such contract made in the ordinary course of business) which requires aggregate future payments of greater than $10,000; (d) any Contract relating to the borrowing of money, or the guaranty of another person's borrowing of money, including, without limitation, all notes, mortgages, indentures and other obligations, agreements and other instruments for or relating to any lending or borrowing, including assumed indebtedness; (e) any Contract granting any person a Lien on any of the assets of the COMPANY, in whole or in part, except for any Permitted Liens; (f) any Contract granting to any person a first-refusal, first- offer or similar preferential right to purchase or acquire any of the assets of the COMPANY's Subsidiariesbusiness other than in the ordinary course of business; (g) and any group of its employees, nor has Contract under which the COMPANY is (including i) a lessee or sublessee of any machinery, equipment, vehicle or other tangible personal property or real property, or (ii) a lessor of any real property or tangible personal property owned by the COMPANY's Subsidiaries, in either case having an original value in excess of $10,000; (h) experienced any labor interruptions over contract providing for the past three yearsindemnification of any officer, and director, employee or other person (excluding any provisions in the COMPANY considers its relationship Charter Documents); (i) any joint venture agreement or partnership contract; and (j) any other Contract with employees to be gooda term in excess of one year, whether or not made in the ordinary course of business, which involves or may involve payments in excess of $10,000 (except for the Real Property Leases (as defined in Section 5.12)).

Appears in 1 contract

Samples: Merger Agreement (It Partners Inc)