SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company has delivered to TCI an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 1% or more of the Company's annual revenues for the year ended December 31, 1997; provided, however, that Schedule 5.15 need not set forth more than the Company's 20 largest customers during such period. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence 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 TCI. For purposes of this Agreement, the term "Material Contracts" includes contracts between the Company and significant customers (as described above), joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve-month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the 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 $25,000 by the Company during any 12- month period. To the knowledge of the Stockholders, all of the Material Contracts are in full force and effect and constitute valid and binding agreements of the parties (and their successors) thereto in accordance with their respective terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors' rights generally and by general principles of equity.
SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to IES an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 5% or more of the Company's annual revenues for any period covered by any of the Financial Statements. Except to the extent set forth on Schedule 5.15, none of such customers has canceled or substantially reduced or, to the best knowledge of the Company and the Stockholders, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company.
(b) The Company has listed on Schedule 5.15 all material contracts, commitments and similar agreements to which the Company is a party or by which it or any of its properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence 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 IES. Except for expenditures in the ordinary course of business, the Company has also indicated on Schedule
(c) Except as set forth on Schedule 5.15, since January 1, 1997, the Company has not experienced any difficulties in obtaining any inventory items necessary to the operation of its business, and, to the knowledge of the Company and the Stockholders, no such shortage of supply of inventory items is threatened or pending. To the best knowledge of the Company and the Stockholders, no customer or supplier of the Company will cease to do business with, or substantially reduce its purchases from, the Company after the consummation of the transactions contemplated hereby.
(d) Except as set forth on Schedule 5.15, the Company is not required to provide any bonding or other financial security arrangements in any material amount in connection with any contract listed on Schedule 5.15.
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...
SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. SCHEDULE 2.11 sets forth a list of (i) all customers representing 1% or more of the Company's revenues in its last full fiscal year ("Significant Customers"), and (ii) all material contracts, commitments and similar agreements to which the Company is a party or by which it or any of its properties are bound (including, but not limited to, contracts with Significant Customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land). True, complete and correct copies of such agreements have been delivered to LandCARE. Except as described on SCHEDULE 2.11, (i) none of the Significant Customers have canceled or substantially reduced or, to the knowledge of the Company, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company, and (ii) the Company has complied with all commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on SCHEDULE 2.11 and no notice of default under any such contract or agreement has been received. Except as described on SCHEDULE 2.11, the transactions contemplated by this Agreement will not result in a default under or a breach or violation of, or adversely affect the rights and benefits afforded to the Company by, any such contracts or agreements. SCHEDULE 2.11 also includes a summary description of all plans or projects relating to the Company's business involving the opening of new operations, expansion of existing operations, the acquisition of any property, business or assets requiring, in any event, the payment of more than $50,000 in the aggregate.
SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The Company has delivered to Home an accurate list (which is set forth on Schedule 5.15) of all customers (persons or entities) representing 5% or more of the Company's annual revenues for any period covered by any of the Financial Statements. Except to the extent set forth on Schedule 5.15, none of such customers have canceled or substantially reduced or, to the knowledge of the Company, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company. The Company has listed on Schedule 5.15 all Material Contracts (as defined below) to which the Company is a party or by which it or any of its properties are bound, other than agreements listed on Schedules 5.10, 5.14 or 5.16, (a) in existence 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 Home. For purposes of this Section 5.17, Material Contracts includes contracts between the Company and significant customers, joint venture or partnership agreements, contracts with any labor organization, strategic alliances, options to purchase land and other contracts which are not terminable on sixty days or less notice and involve payments by the Company in any twelve month period in excess of $25,000. The Company has also indicated on Schedule 5.15 a summary description of all plans or projects involving the 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 $25,000 by the Company during any 12-month period.
SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. Company has delivered to Parent an accurate list (which is set forth on Schedule 6.13) of all significant customers, or persons or entities that are sources of a significant number of customers, it being understood and agreed that a "significant customer," for purposes of this Section 6.13, means a customer (or person or entity) (i) representing 5% or more of Company's annual revenues as of the Balance Sheet Date or (ii) reasonably expected to represent 5% or more of Company's revenues during the twelve-month period ending December 31, 1998. Except to the extent set forth on Schedule 6.13, none of Company's significant customers (or persons or entities that are sources of a significant number of customers) have canceled or substantially reduced or, to the knowledge of Company, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by Company. Company has listed on Schedule 6.13 all material contracts, commitments and similar agreements to which the Company is a party or by which it or any of its properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than agreements listed on Schedule 6.8, 6.12 or 6.14, (x) in existence as of the Balance Sheet Date and (y) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to Parent. Company has complied with all commitments and obligations pertaining to it, and is not in default under any contract or agreement listed on Schedule 6.13 and no notice of default under any such contract or agreement has been received. Company has also indicated on Schedule 6.13 a summary description of all plans or projects involving the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $5,000 by Company.
SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to HOLDING an accurate list (which is set forth on Schedule 5.15) of (i) all significant customers, it being understood and agreed that a "significant customer," for purposes of this Section 5.15, means a customer (or person or entity) representing 5% or more of the COMPANY's consolidated revenues for the year ending on the Balance Sheet Date. Except to the extent set forth on Schedule 5.15, none of the COMPANY's significant customers has canceled or substantially reduced its utilization of the services provided by the COMPANY or, to the knowledge of the COMPANY, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the COMPANY. The COMPANY has listed on Schedule 5.15 all material contracts, commitments and similar agreements to which the COMPANY is a party or by which it or any of its properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than contracts, commitments and agreements otherwise listed on Schedule 5.10, 5.14, 5.16, 5.18 or 5.19 that were (a) in existence as of the Balance Sheet Date or (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to HOLDING. The COMPANY has complied with all material commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on Schedule 5.15, and no notice of default under any such contract or agreement has been received by the COMPANY or any of the STOCKHOLDERS. The COMPANY has also indicated on Schedule 5.15 a summary description of all plans or projects involving the opening of new operations, expansion of existing operations or the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the COMPANY.
SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. (a) The Company has delivered to Clarant an accurate list (which is set forth on SCHEDULE 5.22) of all Significant Customers, it being understood and agreed that a "Significant Customer," for purposes of this Agreement, means a customer (or Person) representing 5% or more of the Company's annual revenues as of the Balance Sheet Date. Except to the extent set forth on SCHEDULE 5.22, none of the Company's Significant Customers has canceled or substantially reduced or, to the Knowledge of the Company or any Stockholder, is currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the Company or any Subsidiary.
(b) The Company has made available to Clarant a true and complete copy (or in the case of oral arrangements, a detailed summary) of each Material Contract, including all amendments or other modifications thereto. Except as set forth on SCHEDULE 5.22, each Material Contract is a valid and binding obligation of the Company or its Subsidiaries enforceable in accordance with its terms, and is in full force and effect, subject to bankruptcy, reorganization, receivership and other laws affecting creditors' rights generally and the application of equitable principles. Except as set forth on SCHEDULE 5.22, the Company or its Subsidiaries have performed all obligations required to be performed by it under each Material Contract, and it is not, nor, to the Knowledge of the Company or any Stockholder, is any other party to any Material Contract (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder. Neither the Company nor any Subsidiary has been notified that any party to a Material Contract intends to cancel, terminate, not renew, or exercise an option under any Material Contract, whether in connection with the transactions contemplated hereby or otherwise.
(c) Except as listed or described on SCHEDULE 5.22, the Company has no Contracts of the types described below:
(i) any collective bargaining arrangement with any labor union or any such agreements currently in negotiation or proposed;
(ii) any contract for capital expenditures or the acquisition or construction of fixed assets for or in respect to real property other than in the Ordinary Course of Business in excess of $50,000;
(iii) any contract with a term in excess of one year for the purchase, maintenance, acquisition, sale or furnishing of materials, supplies, merchandise, ...
SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to PARENT an accurate list (which is set forth on Schedule 5.15) of all significant customers, or persons or entities that are sources of a significant number of customers, it being understood and agreed that a "significant customer," for purposes of this Section 5.15, means a customer (or person or entity) representing 5% or more of the COMPANY's annual revenues as of the Balance Sheet Date. Except to the extent set forth on Schedule 5.15, none of the COMPANY's significant customers (or persons or entities that are sources of a significant number of customers) have canceled or substantially reduced or, to the knowledge of the COMPANY, are currently attempting or threatening to cancel a contract or substantially reduce utilization of the services provided by the COMPANY. The COMPANY has listed on Schedule 5.15 all material contracts, commitments and similar agreements to which the COMPANY is a party or by which it or any of its properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than agreements listed on Schedule 5.10, 5.14 or 5.16, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in the case has delivered true, complete and correct copies of such agreements to PARENT. The COMPANY has complied with all material commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on Schedule 5.15 and no notice of default under any such contract or agreement has been received. The COMPANY has also indicated on Schedule 5.15 a summary description of all plans or projects involving the 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 the COMPANY.
SIGNIFICANT CUSTOMERS; MATERIAL CONTRACTS AND COMMITMENTS. The COMPANY has delivered to VESTCOM an accurate list, which is set forth on Schedule 5.15, of (i) all significant customers (i.
