No Other Commitment. Except as set forth in Schedule 3.3, ------------------- there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by ADP of any shares of ADP Stock, nor are there outstanding any securities which are convertible into or exchangeable for any ADP Stock and ADP has no obligation of any kind to issue any additional securities of ADP, or any predecessor.
No Other Commitment. The Purchase Orders required by Sections 5.1(a) and (b) shall fully satisfy Customer’s commitment to purchase the Product under this Agreement and Customer shall have no obligations to order and purchase additional Batches from CMC.
No Other Commitment. Except as set forth in Schedule 4.2, ------------------- there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by either Park, OHC, or any Park Shareholder of any Park Shares or OHC Shares, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Park or OHC and neither OHC nor Park has any obligation of any kind to issue any additional securities of Park or OHC, or any predecessor.
No Other Commitment. Except as disclosed on Schedule 3.2, there ------------------- are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by RDG or any Shareholder of any capital stock or other securities of RDG nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of RDG, and RDG has no obligation of any kind to issue any additional securities.
No Other Commitment. There are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by ADP-CFK of any membership interests in or other securities of Care for Kids, nor are there outstanding any securities which are convertible into or exchangeable for any membership interests in or other securities of Care for Kids, and Care for Kids has no obligation of any kind to issue any additional membership interests or other securities, except that pursuant to ADPI’s Amended and Restated Credit Agreement with KeyBank National Association (“KeyBank”) dated February 22, 2005 (the “KeyBank Credit Facility”), KeyBank will have a security interest in the ADP-CFK membership interest in Care for Kids after the Closing.
No Other Commitment. There are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by any Seller of any membership interests or other securities of any Seller, nor are there outstanding any securities which are convertible into or exchangeable for any membership interests of any Seller, and no Seller has any obligation of any kind to issue any additional securities or membership interests.
No Other Commitment. There are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by CJC or Xx. X. Mellman of any capital stock or other securities of CJC nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of CJC, and CJC has no obligation of any kind to issue any additional securities.
No Other Commitment. Except as set forth in Schedule 3.3 or as ------------------- may be the subject of pending negotiations in connection with ADP's efforts to acquire other dental clinics and related services (an "Acquisition") or as otherwise contemplated by the Merger and the terms of this Agreement, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by either ADP or any of its shareholders who either alone or a part of a group beneficially own 5% or more of the outstanding voting stock of ADP, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of ADP and ADP has no obligations of any kind to issue any additional securities of ADP, or any predecessor.
No Other Commitment. Except as set forth in Schedule 4.2, ------------------- there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by either Smileage or the Smileage Shareholders of any Smileage Shares, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Smileage and Smileage has no obligation of any kind to issue any additional securities of Smileage, or any predecessor.
No Other Commitment. 12 (e) Compliance with Laws; Liens............................... 12 (S)3.3 Subsidiaries.................................................. 13 (S)3.4 Business of the Companies..................................... 13 (S)3.5 Power and Authority........................................... 13 (S)3.6 Consents and Approvals........................................ 13 (S)3.7 Financial Statements.......................................... 13 (S)3.8 Undisclosed Liabilities....................................... 14 (S)3.9 Absence of Certain Changes.................................... 14 (S)3.10 Taxes......................................................... 16 (S)3.11 Compliance with Law........................................... 17 (S)3.12 Proprietary Rights............................................ 19 (S)3.13 Restrictive Documents or Laws................................. 20 (S)3.14 Insurance..................................................... 20 (S)3.15 Bank Accounts, Depositories; Powers of Attorney............... 21 (S)3.16 Title to and Condition of Properties.......................... 21 (S)3.17 Brokers, Finders.............................................. 22 (S)3.18 Legal Proceedings, etc........................................ 22 (S)3.19 ERISA......................................................... 23 (S)3.20 Contracts..................................................... 26 (S)3.21 Accounts Receivable........................................... 28 (S)3.22 No Conflict or Default........................................ 28 (S)3.23 Books of Account; Records..................................... 29 (S)3.24 Compensation.................................................. 29 (S)3.25 Labor Relations............................................... 30 (S)3.26 Suppliers and Third Party Payors.............................. 30 (S)3.27 Medicare and Medicaid......................................... 31 (S)3.28 Investment Intent............................................. 31 (S)3.29 Disciplinary Actions.......................................... 32 (S)3.30 Complete Disclosure........................................... 32
