Common use of Certain Business Matters Clause in Contracts

Certain Business Matters. Except as set forth in Schedule 2.1(u) hereto (i) the Seller is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, distribution or servicing of the Toll Free Telephone Numbers or services related thereto, (ii) the Seller does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the Seller's and the Stockholders' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller and, to the Seller's and the Stockholders' best knowledge, no organizing activities involving union representation exist in respect of any of their employees, (iv) the Seller neither gives nor is bound by any express warranties relating to its services and, to the best knowledge of the Seller and the Stockholders, there has been no assertion of any breach of warranties which could have a material adverse effect on the Business or condition (financial or otherwise) of the Seller and, to the best knowledge of the Seller and the Stockholders, there are no problems or potential problems with respect to any product sold or services provided by the Seller which could have a material adverse effect on the Business, (v) the Seller is not a party to or bound by any agreement which limits its freedom to compete in any line of business or with any person or entity, (vi) the Seller is not a party to or bound by any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or Stockholder, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth in Schedule 2.1(u2.1(v) hereto (i) the Seller SAIF is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, distribution or servicing of the Toll Free Telephone Numbers or services related thereto, (ii) the Seller SAIF does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to SAIF's and the Seller's and the Stockholders' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller SAIF and, to the SellerSAIF's and the StockholdersSeller' best knowledge, no organizing activities involving union representation exist in respect of any of their its employees, (iv) the Seller SAIF neither gives nor is bound by any express warranties relating to its services and, to the best knowledge of the Seller SAIF and the StockholdersSeller, there has been no assertion of any breach of warranties which could have a material adverse effect on the Business business or condition (financial or otherwise) of the Seller SAIF and, to the best knowledge of the Seller SAIF and the StockholdersSeller, there are no problems or potential problems with respect to any product sold or services provided by the Seller which could have a material adverse effect on the BusinessSAIF, (v) the Seller SAIF is not a party to or bound by any agreement which limits its freedom to compete in any line of business or with any person or entity, and (vi) the Seller is not a party to or bound by any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller SAIF is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or StockholderSeller, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth in Schedule 2.1(u) hereto (i) the Seller is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, distribution or servicing of the Toll Free Telephone Numbers or services related thereto, (ii) the Seller does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the Seller's and the Stockholders' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller and, to the Seller's and the Stockholders' best knowledge, no organizing activities involving union representation exist in respect of any of their its employees, (iv) the Seller neither gives nor is bound by any express warranties relating to its services and, to the best knowledge of the Seller and the Stockholders, there has been no assertion of any breach of warranties which could have a material adverse effect on the Business business or condition (financial or otherwise) of the Seller and, to the best knowledge of the Seller and the Stockholders, there are no problems or potential problems with respect to any product sold or services provided by the Seller which could have a material adverse effect on the BusinessSeller, (v) the Seller is not a party to or bound by any agreement which limits its freedom to compete in any line of business or with any person or entity, (vi) the Seller is not a party to or bound by any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or Stockholderstockholder, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth in Schedule 2.1(u) hereto (i) the Seller SS&L is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, distribution or servicing of the Toll Free Telephone Numbers or services related thereto, (ii) the Seller SS&L does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the SellerSS&L's and the StockholdersSellers' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller SS&L and, to the SellerSS&L's and the StockholdersSellers' best knowledge, no organizing activities involving union representation exist in respect of any of their its employees, (iv) the Seller SS&L neither gives nor is bound by any express warranties relating to its services and, to the best knowledge of the Seller SS&L and the StockholdersSellers, there has been no assertion of any breach of warranties which could have a material adverse effect on the Business business or condition (financial or otherwise) of the Seller SS&L and, to the best knowledge of the Seller SS&L and the StockholdersSellers, there are no problems known claims or potential problems complaints by a client representing at least five (5%) percent of the revenue of SS&L with respect to any product sold or services provided by the Seller which could have a material adverse effect on the BusinessSS&L, (v) the Seller SS&L is not a party to or bound by any agreement which limits its freedom to compete in any line of business or with any person or entity, and (vi) the Seller is not a party to or bound by any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller SS&L is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or StockholderSeller, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth in Schedule 2.1(u) hereto (i) the Seller USTC is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, distribution or servicing of the Toll Free Telephone Numbers or services related thereto, (ii) the Seller USTC does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the SellerUSTC's and the StockholdersSellers' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller USTC and, to the SellerUSTC's and the StockholdersSellers' best knowledge, no organizing activities involving union representation exist in respect of any of their its employees, (iv) the Seller USTC neither gives nor is bound by any express warranties relating to its services and, to the best knowledge of the Seller USTC and the StockholdersSellers, there has been no assertion of any breach of warranties which could have a material adverse effect on the Business business or condition (financial or otherwise) of the Seller USTC and, to the best knowledge of the Seller USTC and the StockholdersSellers, there are no problems or potential problems with respect to any product sold or services provided by the Seller which could have a material adverse effect on the BusinessUSTC, (v) the Seller USTC is not a party to or bound by any written agreement which limits its freedom to compete in any line of business or with any person or entity, (vi) the Seller USTC is not a party to or bound by any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller USTC is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or StockholderSeller, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth in Schedule 2.1(u3.1(q) hereto (i) the Seller GTI is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, sale or distribution or servicing of the Toll Free Telephone Numbers or services related theretoits products and services, (ii) the Seller GTI does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the SellerGTI's and the Stockholders' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller GTI and, to the SellerGTI's and the Stockholders' best knowledge, no organizing activities involving union representation exist in respect of any of their its employees, (iv) the Seller GTI neither gives nor is bound by any express warranties relating to its products or services and, to the best knowledge of the Seller GTI and the Stockholders, there has been no assertion of any breach of product warranties which could have a material adverse effect on the Business business or condition (financial or otherwise) of the Seller GTI and, to the best knowledge of the Seller GTI and the Stockholders, there are no problems or potential problems with respect to any product sold or services provided by the Seller which could have a material adverse effect on the BusinessGTI, (v) the Seller GTI is not a party to or bound by any agreement which limits its freedom to compete in any line of business or with any person or entityperson, and (vi) the Seller is not a party to or bound by any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller GTI is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or Stockholder, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth in Schedule 2.1(u) hereto (i) the Seller OSB is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, distribution or servicing of the Toll Free Telephone Numbers or services related thereto, (ii) the Seller OSB does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to OSB's and the Seller's and the Stockholders' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller OSB and, to OSB's and the Seller's and the Stockholders' best knowledge, no organizing activities involving union representation exist in respect of any of their its employees, (iv) the Seller OSB neither gives nor is bound by any express warranties relating to its services and, to the best knowledge of the Seller OSB and the StockholdersSeller, there has been no assertion of any breach of warranties which could have a material adverse effect on the Business business or condition (financial or otherwise) of the Seller OSB and, to the best knowledge of the Seller OSB and the StockholdersSeller, there are no problems known claims or potential problems complaints by a client representing at least five (5%) percent of the revenue of OSB with respect to any product sold or services provided by the Seller which could have a material adverse effect on the BusinessOSB, (v) the Seller OSB is not a party to or bound by any agreement which limits its freedom to compete in any line of business or with any person or entity, and (vi) the Seller is not a party to or bound by any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller OSB is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or Stockholderstockholder, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth disclosed in Schedule 2.1(u5.19 hereto, (a) hereto (i) neither Seller nor the Seller Stockholders with respect to the Business is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, sale or distribution or servicing of any of the Toll Free Telephone Numbers or products and services related thereto, of the business of Seller; (iib) the Seller does not have any has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, ; (iiic) there are not pending no pending, or to the knowledge of Seller or the Stockholders, overtly threatened in writing, labor negotiations, work stoppages or work slowdowns involving or affecting the business of Seller, and, to the Seller's knowledge of Seller and the Stockholders' best knowledge , no union representation questions exist, and there are not threatened, any labor negotiations involving or affecting the Seller and, to the Seller's and the Stockholders' best knowledge, no organizing activities involving union representation exist activities, in respect of any of their employeesthe employees of Seller, (ivd) the product and service assurances, warranties or guarantees, if any, given by Seller neither gives nor or by which Seller is bound (complete and correct copies or descriptions of which have heretofore been delivered by any express warranties relating Seller to its services and, to the best knowledge of the Seller Oak Tree and the Stockholders, there has been Purchaser) entail no assertion greater obligations than are customary in the business of any breach of warranties which could have a material adverse effect on Seller; (e) neither Seller (nor the Business or condition (financial or otherwise) of the Seller and, to the best knowledge of the Seller and the Stockholders, there are no problems or potential problems Stockholders with respect to any product sold or services provided by the Seller which could have a material adverse effect on the Business, (v) the Seller is not a party to to, or bound by by, any agreement which limits its freedom to compete in any line of business or with any person person, or entitywhich is otherwise materially burdensome to it; and (f) to the knowledge of Seller and the Stockholders, (vi) the Seller is not a party to to, or bound by by, any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller is not a party to or bound by any agreement or involved in any transaction in which any officer, directorprinciple or key employee, debtholder agent, consultant, director or Stockholder, stockholder of Seller or the Stockholders (or any Affiliate or Associate affiliate of any such person person) has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth in Schedule 2.1(u) hereto (i) the Seller is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, distribution or servicing of the Toll Free Telephone Numbers or services related thereto, (ii) the Seller does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the Seller's and the Stockholders' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller and, to the Seller's and the Stockholders' best knowledge, no organizing activities involving union representation exist in respect of any of their its employees, (iv) the Seller neither gives nor is bound by any express warranties relating to its services and, to the best knowledge of the Seller and the StockholdersSeller, there has been no assertion of any breach of warranties which could have a material adverse effect on the Business business or condition (financial or otherwise) of the Seller and, to the best knowledge of the Seller and the StockholdersSeller, there are no problems or potential problems with respect to any product sold or services provided by the Seller which could have a material adverse effect on the BusinessSeller, (v) the Seller is not a party to or bound by any agreement which limits its freedom to compete in any line of business or with any person or entity, (vi) the Seller is not a party to or bound by any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or Stockholderstockholder, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth in Schedule 2.1(u2.1(s) hereto (i) the Seller is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, distribution or servicing of the Toll Free Telephone Numbers or services related thereto, (ii) the Seller does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the Seller's and the StockholdersMembers' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller and, to the Seller's and the StockholdersMembers' best knowledge, no organizing activities involving union representation exist in respect of any of their employees, (iv) the Seller neither gives nor is bound by any express warranties relating to its services and, to the best knowledge of the Seller and the StockholdersMembers, there has been no assertion of any breach of warranties which could have a material adverse effect on the Business business or condition (financial or otherwise) of the Seller and, to the best knowledge of the Seller and the StockholdersMembers, there are no material problems or potential material problems with respect to any product sold or services provided by the Seller which could have a material adverse effect on the BusinessSeller, (v) the Seller is not a party to or bound by any agreement which limits its freedom to compete in any line of business or with any person or entity, (vi) the Seller is not a party to or bound by any agreement which which, based on current economic circumstances will result in a material loss when performedperformed and which cannot be terminated upon 30 days notice or less, and (vii) the Seller is not a party to or bound by any agreement or involved in any transaction in 16 17 which any officer, directormanager, debtholder or StockholderMember, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.

Certain Business Matters. Except as set forth in Schedule 2.1(u) hereto (i) the Seller is not a party to or bound by any distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale, distribution or servicing of the Toll Free Telephone Numbers or services related thereto, (ii) the Seller does not have any sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (iii) there are not pending and, to the Seller's and the Stockholders' best knowledge there are not threatened, any labor negotiations involving or affecting the Seller and, to the Seller's and the Stockholders' best knowledge, no organizing activities involving union representation exist in respect of any of their its employees, (iv) the Seller neither gives nor is bound by any express warranties relating to its services and, to the best knowledge of the Seller and the Stockholders, there has been no assertion of any breach of warranties which could have a material adverse effect on the Business business or condition (financial or otherwise) of the Seller and, to the best knowledge of the Seller and the Stockholders, there are no problems or potential problems with respect to any product sold or services provided by the Seller which could have a material adverse effect on the BusinessSeller, (v) the Seller is not a party to or bound by any agreement which limits its freedom to compete in any line of business or with any person or entity, (vi) the Seller is not a party to or bound by any agreement which based on current economic circumstances will result in a material loss when performed, and (vii) the Seller is not a party to or bound by any agreement or involved in any transaction in which any officer, director, debtholder or Stockholderstockholder, or any Affiliate or Associate of any such person has, or had when made, a direct or indirect material interest.