Common use of Contracts; Debt Instruments Clause in Contracts

Contracts; Debt Instruments. (i) Set forth on the Company Disclosure Schedule is (x) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $250,000 is outstanding or may be incurred and (y) the respective principal amounts currently outstanding thereunder. For purposes of this Agreement, "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) and (J) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (i) Set forth Neither the Company nor any of its subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time, the giving of notice or both would cause such a violation of or default under) any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Company. (ii) The Company Disclosure Schedule is has made available to Parent (x) a list true and correct copies of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $250,000 100,000 is outstanding or may be incurred and (y) accurate information regarding the respective principal amounts currently outstanding thereunder. For purposes of this Agreement, "indebtedness" shall mean, with respect to any personPerson, without duplication, (A) all obligations of such person Person for borrowed money, or with respect to deposits or advances of any kind to such personPerson, (B) all obligations of such person Person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person Person under conditional sale or other title retention agreements relating to property purchased by such personPerson, (ED) all obligations of such person issued or assumed as the deferred purchase price of property or services Person (excluding obligations of such person Person pursuant to creditors for raw materials, inventory, services and supplies incurred written purchase orders in the ordinary course of such person's businessbusiness and in customary amounts consistent with past practices), (FE) all capitalized lease obligations of such personPerson, (GF) all obligations of others secured by any lien Lien on property or assets owned or acquired by such personPerson, whether or not the obligations secured thereby have been assumed, (HG) all obligations of such person Person under interest rate or currency hedging transactions (valued at the termination value thereof), (IH) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) Person and (JI) all guarantees and arrangements having the economic effect of a guarantee of such person Person of any indebtedness of any other personPerson.

Contracts; Debt Instruments. (i) Set forth Neither the Company nor any of its Subsidiaries is in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect on the Company, impair the ability of the Company to perform its obligations under this Agreement in any material respect or delay in any material respect or prevent the consummation of the transactions contemplated by this Agreement. The agreements described in Section 3.01(p) of the Company Disclosure Schedule is are in full force and effect and are binding on the parties thereto. (ii) The Company has made available to Parent (x) a list true and correct copies of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness Indebtedness of the Company or any of its subsidiaries Subsidiaries in an aggregate principal amount in excess of $250,000 600,000 is outstanding or may be incurred and (y) accurate information regarding the respective principal amounts currently outstanding thereunder. For purposes of this Agreement, "indebtednessAgreement,"Indebtedness" shall mean, with respect to any personPerson, without duplication, (A) all obligations of such person Person for borrowed money, or with respect to deposits or advances of any kind to such personPerson, (B) all obligations of such person Person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person Person under conditional sale or other title retention agreements relating to property purchased by such personPerson, (ED) all obligations of such person Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person Person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such personPerson's business), (FE) all capitalized lease obligations of such personPerson, (GF) all obligations of others secured by any lien a Lien on property or assets owned or acquired by such personPerson, whether or not the obligations secured thereby have been assumed, (HG) all obligations of such person Person under interest rate or currency hedging transactions (valued at the termination value thereof), (IH) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) Person and (JI) all guarantees and arrangements having the economic effect of a guarantee of such person Person of any indebtedness Indebtedness of any other personPerson.

Contracts; Debt Instruments. (i) Set forth on None of TriNet, any TriNet Managed Subsidiary and, to TriNet's Knowledge, any TriNet Non-Managed Subsidiary has received written notice that it is in violation of or in default under, in any material respect (nor does there exist any condition which upon the Company Disclosure Schedule is (x) passage of time or the giving of notice or both would cause such a list violation of all or default under), any material loan or credit agreementsagreement, notesnote, bondsbond, mortgagesmortgage or indenture or any material lease, indentures and permit, concession, franchise or license, or any material agreement to acquire real property, or any other agreements and instruments pursuant material contract, agreement, arrangement or understanding, to which any indebtedness of the Company it is a party or by which it or any of its subsidiaries properties or assets is bound, except for violations or defaults that would not, individually or in the aggregate, reasonably be expected to result in a TriNet Material Adverse Effect. (ii) Section 3.1(m)(ii) of the TriNet Disclosure Letter sets forth (A) a detailed list of all indebtedness of TriNet, the TriNet Managed Subsidiaries and, to TriNet's Knowledge, the TriNet Non-Managed Subsidiaries, under which an aggregate principal amount in excess of $250,000 5,000,000 per item is outstanding or may be incurred incurred, other than (i) indebtedness payable to TriNet or a wholly owned TriNet Subsidiary and (yii) indebtedness which is reflected in the financial statements set forth in TriNet Filed SEC Documents and (B) the respective principal amounts currently outstanding thereunderthereunder or, in the case of financial products the notional amounts thereof, on March 31, 1999. For purposes of this AgreementSection 3.1(m)(ii) and Section 3.2(m)(ii), "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations indebtedness of such person for borrowed money, whether secured or with respect to deposits or advances of any kind to such personunsecured, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (FC) all capitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (HD) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) and (JE) all guarantees and arrangements having the economic effect of a guarantee of such person of any such indebtedness of any other person. TriNet has previously delivered or made available to Starwood true and correct copies of all of the material agreements relating to the indebtedness disclosed in Section 3.1(m)(ii) of the TriNet Disclosure Letter.

Contracts; Debt Instruments. (i) Except as disclosed in the Filed SEC Documents, there are no contracts or agreements that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Digital and its subsidiaries taken as a whole. Neither Digital or any of its subsidiaries is in violation of or in default under (nor does there exist any condition upon which the passage of time or the giving of notice would cause such a violation of or default under) any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that individually or in the aggregate would not have a material adverse effect on Digital. (ii) Set forth on the Company Digital Disclosure Schedule is (x) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company Digital or any of its subsidiaries in an aggregate principal amount in excess of $250,000 25,000 is outstanding or may be incurred and (y) the respective principal amounts currently outstanding thereunder. For purposes of this Agreement, "indebtedness" shall mean, with respect to any person, without duplication, (A4) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, ; (B5) all obligations of such person evidenced by bonds, debentures, notes note or similar instruments, ; (C6) all obligations of such person upon which interest charges are customarily paid, ; (D7) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, ; (E) 8) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), ; (F9) all capitalized lease obligations of such person, ; (G10) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, ; (H11) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), ; (I12) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) person; and (J13) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (i) Except as disclosed in the Filed Strategic SEC Documents, there are no contracts or agreements that are material to the business, properties, assets, condition (financial or otherwise), results of operations or prospects of Strategic and the Material Subsidiaries taken as a whole. Neither Strategic or any Material Subsidiary is in violation of or in default under (nor does there exist any condition upon which the passage of time or the giving of notice would cause such a violation of or default under) any loan or credit agreement, note, bond, mortgage, indenture, lease, permit, concession, franchise, license or any other contract, agreement, arrangement or understanding to which it is a party or by which it or any of its properties or assets is bound, except for violations or defaults that individually or in the aggregate would not have a material adverse effect on Strategic. (ii) Set forth on the Company Strategic Disclosure Schedule is (x) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company Strategic or any of its subsidiaries Material Subsidiary in an aggregate principal amount in excess of $250,000 25,000 is outstanding or may be incurred and (y) the respective principal amounts currently outstanding thereunder. For purposes of this Agreement, "indebtedness" shall mean, with respect to any person, without duplication, (A17) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, ; (B18) all obligations of such person evidenced by bonds, debentures, notes note or similar instruments, ; (C19) all obligations of such person upon which interest charges are customarily paid, ; (D20) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, ; (E21) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), ; (F22) all capitalized lease obligations of such person, ; (G23) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, ; (H24) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), ; (I25) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) person; and (J26) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (i) Set forth on in Section 4.1(r) of the Company Viasoft Disclosure Schedule Letter is (x) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company Viasoft or any of its subsidiaries Subsidiaries in an aggregate principal amount in excess of $250,000 75,000 is outstanding or may be incurred and (y) the respective principal amounts currently outstanding thereunder. For purposes of this Agreement, "indebtedness" shall will mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) and (J) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (i) Set forth on the Company Disclosure Schedule Letter is (x) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $250,000 is outstanding or may be incurred and (y) the respective principal amounts currently outstanding thereunder. For purposes of this Agreement, "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency hedging transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business) and (J) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.