Business Contracts. (a) Schedule 2.14(a) lists each agreement (whether written or oral and including all amendments and supplements thereto) of the Business pursuant to which Seller is obligated to provide retained search services, including all ongoing customer contracts, purchase orders and statements of work (collectively, the “Customer Contracts”). Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in a default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both). (b) Schedule 2.14(b) lists the following agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or beneficiary or by which Seller (in respect of the Business) or any of the Assets is bound or otherwise obligated, which is not listed in Schedule 2.14(a) (collectively with the agreements listed in Schedule 2.14(a), the “Business Contracts”): (i) real estate leases; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehicles, equipment or other Assets; (iv) agreements pursuant to which Seller is entitled or obligated to either acquire any assets from, or sell any assets to, a third Person; (v) insurance policies; (vi) employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; and (vii) agreements to which Seller is a party and to which the Selling Person, or any director, manager or officer of Seller, or any immediate family member of the Selling Person or any Affiliate of the foregoing is also a party. (c) Seller has delivered to Buyer a true, correct and complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Assuming the due authorization, execution and delivery by each other party thereto, each Business Contract is valid, binding and in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). Seller has performed its obligations under each Business Contract in all material respects, and there exists no material breach or material default (or event that with notice or lapse of time would constitute a material breach or material default) on the part of Seller or, to the Knowledge of Seller, on the part of any other Person under any Business Contract. There has been no notice of termination or notice of default or, to the Knowledge of Seller, any threatened termination of any Business Contract. To the Knowledge of Seller, no party to any Business Contract has provided notice of its intent to reduce its relationship with the Business as a result of or in connection with the acquisition contemplated by this Agreement.
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Business Contracts. (a) Section 4.10(a) of the Disclosure Schedule 2.14(a) lists each agreement contains a list of the following Contracts (whether written or oral and including all amendments and supplements thereto) of the Business pursuant to which Seller is obligated to provide retained search services, including all ongoing customer contracts, purchase orders and statements of work (collectively, the “Customer Contracts”). Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in a default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both).
(b) Schedule 2.14(b) lists the following agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller Company is a party or beneficiary or by which Seller (in respect of the Business) Company or any of the Assets is assets or properties of the Company are bound or otherwise obligatedas of the Execution Date, which is not listed in Schedule 2.14(a) (collectively with the agreements listed in Schedule 2.14(a)each, a "Business Contract" and, collectively, the “"Business Contracts”"): (i) real estate leasesleases relating to all Leased Real Property; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehiclesany assets or properties of the Company; (iii) employment, equipment consulting, separation, collective bargaining or other Assetslabor agreements including Contracts (1) to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, "golden parachute," or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements pursuant to which Seller is entitled for the purchase of inventory, other materials, services or obligated to either acquire any assets from, real or sell any assets to, a third Personpersonal property; (v) insurance policiesagreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) employment, consulting, noncompetition, separation, collective bargaining, union manufacturing or labor joint development agreements; (vii) license agreements or arrangementsroyalty agreements, whether the Company is the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days' notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder (excluding credit provided by the Company in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department thereof; (xvii) Contracts with a Related Party; and (viixviii) agreements to which Seller is a party and to which all other Contracts necessary for the Selling Person, or any director, manager or officer of Seller, or any immediate family member operation of the Selling Person or any Affiliate of the foregoing Business as it is also a partycurrently conducted.
(cb) Seller The Company has delivered made available to Buyer the Purchaser and its agents and Representatives a true, correct and complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Assuming the due authorization, execution and delivery by each other party thereto, each Each Business Contract is validis, binding and in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with its termsthe respective terms thereof and, except as such enforceability may be limited by applicable bankruptcyto the knowledge of the Company, insolvencyrepresent a valid, fraudulent conveyance or similar Laws affecting binding and enforceable obligation of each of the enforcement of creditors’ rights generally and other parties thereto, subject to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)the Enforceability Exceptions. Seller has performed its obligations under each Business Contract in all material respects, and there There exists no material breach or material default (or event that with notice or the lapse of time time, or both, would constitute a material breach or material default) on the part of Seller the Company or, to the Knowledge knowledge of Sellerthe Company, on the part of any other Person party under any Business Contract. There The Company has been no notice fulfilled, or taken all action necessary to enable it to fulfill when due, all of termination or notice of default or, to the Knowledge of Seller, any threatened termination of any its material obligations under each Business Contract. To the Knowledge of Seller, no party to any Business Contract has provided notice of its intent to reduce its relationship with the Business as a result of or in connection with the acquisition contemplated by this Agreement.
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Business Contracts. (a) Schedule 2.14(a3.15(a) lists each agreement sets forth a correct and complete list as of the date hereof of the following Contracts to which the Company is a party, or by which the Company, any property thereof or any of the Transferred Assets and Liabilities is subject (the “Business Contracts”) (other than the Company Benefit Plans set forth on Schedule 3.15(a)):
(i) all Contracts (excluding work orders and purchase orders) with any Material Customer;
(ii) all Contracts (excluding work orders and purchase orders) with any Material Supplier;
(iii) any Contract for the employment of any employee or with respect to the equity or incentive cash compensation of any employee employed by the Business that is not terminable at-will without severance or other post-employment payments (other than standard employee confidentiality or non-disclosure agreements);
(iv) all bonds, debentures, notes, loans, credit or loan Contracts or loan commitments, mortgages, indentures, guarantees or other Contracts relating to the borrowing of money, the provision of credit support, or the granting of a Lien on any of the properties or assets of the Company or the Transferred Assets;
(v) all leases or licenses involving any assets (whether written real, personal or oral mixed, tangible or intangible) involving a contractually obligated payment of more than $1,000,000 individually by the Business on an annual basis (other than the Leases or licenses of Intellectual Property);
(vi) all Contracts that provide for a payment or benefit, or accelerated vesting, upon the execution of this Agreement or the Closing or in connection with the transactions contemplated by this Agreement;
(vii) all collective bargaining agreements;
(viii) all joint venture or partnership Contracts, cooperative Contracts and including all amendments and supplements theretoother Contracts providing for the sharing of any profits;
(ix) all Contracts restricting the Business from engaging in or competing with any business activity in any geographic area;
(x) all Contracts by which the Company or Seller licenses Intellectual Property from or to any Person that individually involve contractually obligated payments to or from the Business in excess of $500,000 on an annual basis, excluding any (i) Contracts licensing generally available mass market software under a click-wrap or shrink-wrap license or subscription service; (ii) non-exclusive, end user licenses granted by the Company or Seller to customers of the Business pursuant in the Ordinary Course; (iii) confidentiality Contracts entered into in the Ordinary Course; (iv) open source software licenses; and (v) commercial Contracts to which Seller is obligated the extent including ancillary licenses to provide retained search services, including use a third Person’s Trademarks or feedback;
(xi) all ongoing customer contracts, purchase orders and statements agreements that contain any restrictive covenant restricting the Company concerning the operation of work (collectivelythe Business, the “Customer Contracts”). Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing solicitation of the transactions contemplated hereby and will not result in a defaultcustomers, or require the payment solicitation or hiring of any sum of money, under any Customer Contract employees;
(xii) all Intercompany Arrangement Agreements; and
(xiii) all agreements with ongoing indemnity obligations or without rights other than customary indemnities in commercial agreements entered into in the lapse of time or giving of notice, or both)Ordinary Course.
(b) Schedule 2.14(b) lists the following agreements (whether written or oral All Business Contracts are in full force and including all amendments and supplements thereto) relating to the Business to which Seller is a party or beneficiary or by which Seller (in respect of the Business) or any of the Assets is bound or otherwise obligatedeffect and, which is not listed in Schedule 2.14(a) (collectively with the agreements listed in Schedule 2.14(a), the “Business Contracts”): (i) real estate leases; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehicles, equipment or other Assets; (iv) agreements pursuant to which Seller is entitled or obligated to either acquire any assets from, or sell any assets to, a third Person; (v) insurance policies; (vi) employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; and (vii) agreements to which Seller is a party and to which the Selling Person, or any director, manager or officer of Seller, or any immediate family member of the Selling Person or any Affiliate of the foregoing is also a party.
(c) Seller has delivered to Buyer a true, correct and complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Assuming assuming the due authorization, execution and delivery by each any other party thereto, each Business Contract is validare currently enforceable against the Company or one of its Affiliates, binding and in full force and effect and enforceable in accordance with its termsas applicable, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). Seller has performed its obligations under each Business Contract in all material respects, and there exists no material breach or material default (or event that with notice or lapse of time would constitute a material breach or material default) on the part of Seller orand, to the Knowledge of Seller, as of the Closing will be, if not previously terminated or expired, enforceable in all material respects against the other party thereto in accordance with the express terms thereof, subject to bankruptcy, insolvency, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity, except for such failures, individually or in the aggregate, that would not reasonably be expected to be material to the Business. There does not exist under any Business Contract any event of default, event or condition (including the execution of this Agreement and the Closing of the transactions contemplated hereby) that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of any other Person under any Business Contract. There has been no notice of termination the Company or notice of default orthe Business, to the Knowledge of Seller, any threatened termination of any Business Contract. To the Knowledge of Seller, no party to any Business Contract has provided notice of its intent to reduce its relationship with the Business except as a result of or in connection with the acquisition contemplated by this Agreementset forth on Schedule 3.15(b).
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Business Contracts. (a) Section 4.10(a) of the Disclosure Schedule 2.14(a) lists each agreement contains a list of the following Contracts (whether written or oral and including all amendments and supplements thereto) of the Business pursuant to which Seller is obligated to provide retained search services, including all ongoing customer contracts, purchase orders and statements of work (collectively, the “Customer Contracts”). Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in a default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both).
(b) Schedule 2.14(b) lists the following agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller Company is a party or beneficiary or by which Seller (in respect of the Business) Company or any of the Assets is assets or properties of the Company are bound or otherwise obligatedas of the Execution Date, which is not listed in Schedule 2.14(a) (collectively with the agreements listed in Schedule 2.14(a)each, a “Business Contract” and, collectively, the “Business Contracts”): (i) real estate leasesleases relating to all Leased Real Property; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehiclesany assets or properties of the Company; (iii) employment, equipment consulting, separation, collective bargaining or other Assetslabor agreements including Contracts (1) to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements pursuant to which Seller is entitled for the purchase of inventory, other materials, services or obligated to either acquire any assets from, real or sell any assets to, a third Personpersonal property; (v) insurance policiesagreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) employment, consulting, noncompetition, separation, collective bargaining, union manufacturing or labor joint development agreements; (vii) license agreements or arrangementsroyalty agreements, whether the Company is the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ notice or less (xiv) promissory notes, loans, agreements, indentures, evidences of indebtedness, letters of credit, guarantees, or other instruments relating to an obligation to pay money, whether the Company shall be the borrower, lender or guarantor thereunder (excluding credit provided by the Company in the ordinary course of business to purchasers of its products and obligations to pay vendors in the ordinary course of business and consistent with past practice); (xv) Contracts containing covenants limiting the freedom of the Company or any officer, director, employee or Affiliate of the Company, to engage in any line of business or compete with any Person that relates directly or indirectly to the Business; (xvi) Contracts with the federal, state or local government or any agency or department thereof; (xvii) Contracts with a Related Party; and (viixviii) agreements to which Seller is a party and to which all other Contracts necessary for the Selling Person, or any director, manager or officer of Seller, or any immediate family member operation of the Selling Person or any Affiliate of the foregoing Business as it is also a partycurrently conducted.
(cb) Seller The Company has delivered made available to Buyer the Purchaser and its agents and Representatives a true, correct and complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Assuming the due authorization, execution and delivery by each other party thereto, each Each Business Contract is validis, binding and in full force and effect and represents a valid, binding and enforceable obligation of the Company in accordance with its termsthe respective terms thereof and, except as such enforceability may be limited by applicable bankruptcyto the knowledge of the Company, insolvencyrepresent a valid, fraudulent conveyance or similar Laws affecting binding and enforceable obligation of each of the enforcement of creditors’ rights generally and other parties thereto, subject to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)the Enforceability Exceptions. Seller has performed its obligations under each Business Contract in all material respects, and there There exists no material breach or material default (or event that with notice or the lapse of time time, or both, would constitute a material breach or material default) on the part of Seller the Company or, to the Knowledge knowledge of Sellerthe Company, on the part of any other Person party under any Business Contract. There The Company has been no notice fulfilled, or taken all action necessary to enable it to fulfill when due, all of termination or notice of default or, to the Knowledge of Seller, any threatened termination of any its material obligations under each Business Contract. To the Knowledge of Seller, no party to any Business Contract has provided notice of its intent to reduce its relationship with the Business as a result of or in connection with the acquisition contemplated by this Agreement.
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Business Contracts. (a) Schedule 2.14(a1.1(d) lists each agreement (whether written or oral and including all amendments and supplements thereto) of relating to the Business pursuant to which Seller is a party or beneficiary or by which Seller (in respect of the Business) or any of the Assets is bound or otherwise obligated with respect to provide retained search providing staffing services, including all ongoing customer contracts, purchase orders and statements of work (collectively, the “Customer Contracts”). Each Customer Contract represents the entire agreement between Seller and the other party or parties thereto. Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding on Seller, and to Seller’s Knowledge, the counterparties thereto, in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in a an actual or potential default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both).
(b) Schedule 2.14(b) lists the following agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or beneficiary or by which Seller (in respect of the Business) or any of the Assets is bound or otherwise obligated, which is not listed in Schedule 2.14(aSchedules 1.1(d) (collectively with the agreements and policies listed in Schedule 2.14(a1.1(d), the “Business Contracts”): (i) real estate leases; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehicles, equipment or other Assets; (iv) agreements pursuant to which Seller is entitled or obligated to either acquire any assets from, or sell any assets to, a third Person; (v) insurance policies; (vi) employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; and (vii) agreements to which Seller is a party and to which with or for the benefit of the Selling PersonPersons, or any director, manager manager, officer or officer employee of SellerSeller employed in the Business, or any Affiliate or immediate family member of the Selling Person or any Affiliate of the foregoing is also a partythereof.
(c) Seller has delivered to Buyer a true, correct and complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Assuming the due authorization, execution and delivery by each other party thereto, each Each Business Contract is valid, binding and in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar 101572953.9 22 Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity). Seller has performed all of its obligations under each Business Contract in all material respectsContract, and there exists no material breach or material default (or event that with notice or lapse of time would constitute a material breach or material default) on the part of Seller or, to the Knowledge of Seller, on the part of any other Person under any Business Contract. There has been no notice of termination or notice of default or, to the Knowledge of Seller, any threatened termination of under any Business Contract. To the Knowledge of Seller, no party to any Business Contract has provided notice of its intent intends to reduce alter its relationship with the Business as a result of or in connection with the acquisition contemplated by this Agreement.
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