Common use of Client Agreements Clause in Contracts

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all material client agreements and arrangements to which Seller is party (the "Client Agreements"). Seller has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller provides any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.10, (i) each Client Agreement was entered into in the ordinary course of Seller's business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) Seller is not in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) the relationship of Seller with the clients that are parties to the Client Agreements is good and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Stockholders has any knowledge of any material breach or default under any of the Client Agreements by any other party thereto, (vi) no event or action has occurred, is pending or, to Seller's best knowledge, is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller or any other party under any of the Client Agreements and (vii) no material amount claimed to be payable to Seller under any of the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.10.A, for its services under each Client Agreement, Seller receives the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and Seller has not proposed or agreed to offer or accept any discount, offset or concession. Set forth in Schedule 6.10.B is an aging schedule for all of Seller's accounts receivable and accounts payable as of August 31, 1997, which list is accurate in all material respects. (c) All of the accounts receivable reflected on the books and records of Seller and on Schedule 6.10.B are the result of bona fide transactions in the ordinary course of business of Seller and are fully collectible by Seller, subject to no defenses, counterclaims, set-offs or recoupments, except to the extent appropriately reserved for on the books and records of Seller and except as disclosed in Schedule 6.10.A.

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all material written client agreements and arrangements and all material oral contracts and agreements to which Seller or Reston (pursuant to the Licensing Agreement) is party and pursuant to which Seller or Reston provides temporary or payrolled employees or any other services (the "Client Agreements"). Seller has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller provides any temporary, permanent, leased permanent or payrolled employee services for or with respect to the clients who are parties to such agreementsany client. Except as set forth in Schedule 6.106.10.A, (i) each Client Agreement was entered into in the ordinary course of Seller's business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) Seller is not in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) the relationship of Seller with the clients that are parties to the Client Agreements is good and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Stockholders has any knowledge of any material breach or default under any of the Client Agreements by any party thereto other party theretothan Seller or Reston, (vi) no event or action has occurred, is pending or, to Seller's best knowledge, or is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller or any other party under any of the Client Agreements and (vii) no material amount over $1,000 claimed to be payable to Seller under any of the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.10.A, (i) for its services under each Client Agreement, Seller or Reston (pursuant to the Licensing Agreement) receives the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and Seller has not proposed or agreed to offer or accept any discount, offset or concessionconcession and (ii) the payment history of the clients under the Client Agreements is good as judged by industry standards. Set forth in Schedule 6.10.B is an aging schedule for all of Seller's accounts receivable (including accounts receivable billed by Reston for services performed by Seller pursuant to the Licensing Agreement) and accounts payable as of August 31February 28, 1997, which list is accurate in all material respects. (c) All of the accounts receivable reflected on the books and records of Seller and Reston (with respect to services performed for Seller's business pursuant to the Licensing Agreement) and on Schedule 6.10.B are the result of bona fide transactions in the ordinary course of business of Seller and are fully collectible by Seller, subject to no defenses, counterclaims, set-offs or recoupments, except to the extent appropriately reserved for on the books and records of Seller and except as disclosed in Schedule 6.10.A.

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all material written and oral client agreements and arrangements to which Seller is party relating to the Business (the "Client Agreements"). Seller has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller provides any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.106.10.A, (i) each Client Agreement was entered into in the ordinary course of Seller's business, (ii) is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, (iii) Seller is not in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) to the knowledge of Seller and the best knowledge of Powell, the relationship of Seller with Sel▇▇▇ ▇▇th the clients that are parties to the Client Agreements is generally good and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Stockholders Powell has any knowledge of any material ▇▇▇▇▇ial breach or default under any of the Client Agreements by any other party thereto, (vi) no event or action has occurred, is pending or, to Seller's best knowledge, is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller or any other party under any of the Client Agreements and (vii) no material amount claimed to be payable to Seller under any of the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.10.A6.10.B, (i) for its services under each Client Agreement, Seller receives the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and Seller has not proposed or agreed to offer or accept any discount, offset or concessionconcession and (ii) to the knowledge of Seller and the best knowledge of Powell, the payment history of ▇▇▇ ▇▇ients under the Client Agreements is good as judged by industry standards. Set forth in Schedule 6.10.B 6.10.C is an aging schedule for all of Seller's accounts receivable and accounts payable as of August 31, 1997the Closing Date, which list is accurate in all material respects. (c) All of the accounts receivable reflected on the books and records of Seller and on Schedule 6.10.B are the result of bona fide transactions in the ordinary course of business of Seller and are fully collectible by Seller, subject to no defenses, counterclaims, set-offs or recoupments, except to the extent appropriately reserved for on the books and records of Seller and except as disclosed in Schedule 6.10.A.

Client Agreements. (a) Schedule 1.1.B sets forth a true and complete list of all material written and oral client agreements and arrangements to which Seller is party (the "Client Agreements"). Seller has furnished Buyer with a true copy of each Client Agreement or a written description of any Client Agreement that has not been reduced to writing. The Client Agreements constitute all of the contracts, agreements, understandings and arrangements pursuant to which Seller provides any temporary, permanent, leased or payrolled employee services for or with respect to the clients who are parties to such agreements. Except as set forth in Schedule 6.10, (i) each Client Agreement was entered into in the ordinary course of Seller's business, (ii) to the best knowledge of Seller, is in full force and effect on the date of this Agreement and is valid, binding and enforceable in accordance with its terms, subject to bankruptcy and insolvency laws and general equitable principles, (iii) Seller is not in material breach or default under any of the Client Agreements and has not received any notice or claim of any such breach or default from any party, (iv) the relationship of Seller with the clients that are parties to the Client Agreements is good and there has been no expression of any intention to terminate or materially modify any of such relationships, (v) neither Seller nor any of the Stockholders has any no knowledge of any material breach or default under any of the Client Agreements by any other party thereto, (vi) no event or action has occurred, is pending or, to Seller's best knowledge, is threatened, which, after the giving of notice, passage of time or otherwise, could constitute or result in any such material breach or default by Seller or any other party under any of the Client Agreements and (vii) no material amount claimed to be payable to Seller under any of the Client Agreements is being disputed by any client. (b) Except as set forth in Schedule 6.10.A, (i) for its services under each Client Agreement, Seller receives the compensation provided under such Client Agreement, without discount, offset or concessions of any kind, and Seller has not neither proposed or nor agreed to offer or accept any discount, offset or concessionconcession and (ii) the payment history of the clients under the Client Agreements is good as judged by industry standards. Set forth in Schedule 6.10.B is an aging schedule for all of Seller's accounts receivable and accounts payable as of August 31, 1997the Closing Date, which list is accurate in all material respects. (c) All of the accounts receivable reflected on the books and records of Seller and on Schedule 6.10.B are the result of bona fide transactions in the ordinary course of business of Seller and are fully collectible by Seller, subject to no defenses, counterclaims, set-offs or recoupments, except to the extent appropriately reserved for on the books and records of Seller and except as disclosed in Schedule 6.10.A.