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.
Conduct of Business in Ordinary Course Since the Balance Sheet Date, except as described in the Disclosure Schedules, since the Balance Sheet Date each member of the Company Group has not:
(i) sold, transferred or otherwise disposed of any Assets except for Assets which are obsolete and which individually or in the aggregate do not exceed $25,000 and except for licenses entered into in the Ordinary Course;
(ii) incurred any material liability or obligation (including the borrowing of funds under existing lines of credit or otherwise), or assumed, guaranteed or otherwise became liable with respect to the liabilities of any Person, except in the Ordinary Course;
(iii) declared, made, paid or committed to any form of distribution or reduction of the profits of any member of the Company Group or of its respective capital, including any (i) dividend (including stock dividends) or other distribution on any present or future shares of capital stock, (ii) purchase, redemption or retirement or acquisition of any of its shares of capital stock, or any option, warrant or other right to acquire any such shares, or apply or set apart any of its assets therefor, (iii) bonuses to stockholders, (iv) payment on account of loans made to any stockholders of any member of the Company Group , or (v) payment of any bonuses or management fees;
(iv) created, allotted or issued any shares of capital stock, or entered into any agreement, or grant any option, right or privilege, whether pre-emptive, contractual or otherwise for the purchase or other acquisition of shares of capital stock or securities convertible into such shares of any member of the Company Group, nor amended its charter documents, changed its capital structure or entered into any agreement or make any offer to do so;
(v) discharged any secured or unsecured obligation or liability (whether accrued, absolute, contingent or otherwise) which individually or in the aggregate exceeded $50,000;
(vi) made any payment to any employee, officer, manager or director other than salary, commission, bonus or expense reimbursement other than in the Ordinary Course;
(vii) made any bonus or profit sharing distribution or similar payment of any kind, or incurred the obligation for the same;
(viii) granted any general increase in the rate of wages, salaries, bonuses or other remuneration of any employees of the Company;
(ix) made any change to the rate or form of compensation or remuneration payable or to become payable to any of its shareholders, directors, officers, managers, employees, consultants, agents or contractors which is outside of Ordinary Course;
(x) entered into any termination, notice, severance, or change of control agreement with any of its shareholders, directors, managers, employees, or consultants or agents;
(xi) instituted, adopted or amended (or committed to do so) any Employee Plan;
(xii) written off as uncollectible any material amount of accounts receivable not otherwise reserved for;
(xiii) made any material Tax election or changed any existing material Tax election or settled or compromised any material Tax liability;
(xiv) made, or agreed to make, any material change in any method of accounting or auditing practice;
(xv) amended or changed its articles of incorporation or by-laws;
(xvi) issued or authorized for issuance any shares of its capital stock;
(xvii) entered into any “related party transaction” as such term is defined under GAAP; or
(xviii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing.