Common use of Contracts, etc Clause in Contracts

Contracts, etc. (a) Set forth in Section 2.20 of the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or their respective properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company or any of its Subsidiaries which provides for a material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result of the transactions contemplated hereunder; (ii) each operating lease (as lessor, lessee, sublessor or sublessee) of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iii) each agreement under which services are provided by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereunder; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); and (vi) any agreement or other undertaking that restricts, in any material respect, the Company or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees. A complete and correct copy of each written agreement, lease or other type of document required to be disclosed pursuant to this Section 2.20(a) has been delivered to Parent. (b) Each agreement, lease or other type of document required to be filed as an exhibit to the Company's SEC Reports to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, except for those contracts, the loss of which would not reasonably be expected to have a Material Adverse Effect (collectively, the "Company Contracts"), is valid, binding and in full force and effect and is enforceable by the Company or such Subsidiary in accordance with its terms. Neither the Company nor any such Subsidiary is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, and, to the Company's Knowledge, no other party to any of the Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, where such breach or default would reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which the Company or any of its Subsidiaries is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth in on Section 2.20 of the Company AUSA Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments instruments, both oral and written, to which the Company AUSA or any of its Subsidiaries is a party or by which Company AUSA or any of its the AUSA Subsidiaries or their respective its properties or assets are bound: (i) each Each service or other similar type of agreement under which services are provided by any other Person to AUSA or any of the Company AUSA Subsidiaries that is material to the business of AUSA and the AUSA Subsidiaries taken as a whole; (ii) Each agreement that restricts the operation of the business of AUSA or any of its Subsidiaries which provides for a material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result ability of AUSA or any of the transactions contemplated hereunderAUSA Subsidiaries to solicit customers or employees; (iiiii) each Each operating lease (as lessor, lessee, sublessor or sublessee) that is material to AUSA or any of the AUSA Subsidiaries of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderassets; (iiiiv) each Each agreement under which services are provided by the Company AUSA or any of its the AUSA Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereundercustomer; (v) each Each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company AUSA or any of its Subsidiariesthe AUSA Subsidiaries ), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of businessBusiness); and; (vi) any Each partnership, joint venture or similar agreement; (vii) Each agreement containing restrictions with respect to the payment of dividends or other undertaking that restrictsdistributions in respect of AUSA Shares; (viii) Each agreement to make unpaid capital expenditures in excess of $25,000; (ix) Each agreement providing for accelerated or special payments as a result of the Merger, in including any material respect, the Company shareholder rights plan or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees. other instrument commonly referred as a “poison pill.” A complete and correct copy of each written agreement, lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to subparagraphs (i) through (ix) of this Section 2.20(a) 2.20 has been previously delivered to Parent. (b) Each ALHC. Furthermore, each agreement, lease or other type of document required to be filed as an exhibit disclosed pursuant to the Company's SEC Reports Sections 2.13 or 2.14 or this Section 2.20 to which the Company AUSA or any of its the AUSA Subsidiaries is a party or by which the Company AUSA or any of its the AUSA Subsidiaries or their respective its properties or assets are boundbound (collectively, the “AUSA Contracts”), except for those contracts, AUSA Contracts the loss of which would not could reasonably be expected to not have a Material Adverse Effect (collectively, the "Company Contracts")Effect, is valid, binding and in full force and effect and is enforceable by the Company AUSA or such AUSA Subsidiary in accordance with its terms. Neither Each of AUSA and the Company nor any such Subsidiary AUSA Subsidiaries is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company AUSA Contracts, and, to the Company's Knowledgebest of the knowledge of AUSA, no other party to any of the Company AUSA Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company AUSA Contracts, where such breach or default would could reasonably be expected to have a Material Adverse Effect. To the knowledge of AUSA, neither AUSA nor any of the AUSA Subsidiaries has received notice, written or oral, of or any threatened termination by any third party to any of AUSA Contracts or become aware of any intend of a third party to any AUSA Contracts not to renew or, if currently being rebid, re-award any of AUSA Contracts. No existing or completed agreement to which the Company AUSA or any of its the AUSA Subsidiaries is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth in on Section 2.20 3.20 of the Company Parent Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments instruments, both oral and written, to which the Company Parent or any one of its the Parent Subsidiaries is a party or by which Company or Parent, any one of its the Parent Subsidiaries or their respective its properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company Parent or any one of its the Parent Subsidiaries which provides for a that is material change in the cost to the Company business of Parent or its any one of the Parent Subsidiaries of such services or the type thereof taken as a result of the transactions contemplated hereunderwhole; (ii) each agreement that restricts the operation of the business of Parent or any one of the Parent Subsidiaries or the ability of Parent or any one of the Parent Subsidiaries to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to Parent or any one of the Parent Subsidiaries taken as a whole of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderassets; (iiiiv) each agreement under which services are provided by the Company Parent or any one of its the Parent Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereundercustomer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company Parent or any one of its the Parent Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of businessBusiness); and; (vi) any each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other undertaking that restricts, distributions in any material respect, respect of the Company capital stock of Parent or any one of its Subsidiaries from the Parent Subsidiaries; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the Stock Purchase and Sale, including any telecommunications services, engaging in any telecommunications business in any territory shareholder rights plan or hiring any employees. other instrument commonly referred as a “poison pill.” A complete and correct copy of each written agreement, lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 2.20(a) 3.20 has been previously delivered to Parent. (b) Each the Company Shareholder. Furthermore, each agreement, lease or other type of document required to be filed as an exhibit disclosed pursuant to the Company's SEC Reports Sections 3.13, 3.14 or 3.20 to which the Company Parent or any one of its the Parent Subsidiaries is a party or by which the Company Parent or any one of its the Parent Subsidiaries or their respective its properties or assets are boundbound (collectively, the “Parent Contracts”), except for those contracts, Parent Contracts the loss of which would not could reasonably be expected to not have a Material Adverse Effect (collectively, the "Company Contracts")Effect, is valid, binding and in full force and effect and is enforceable by Parent or any one of the Company or such Subsidiary Parent Subsidiaries in accordance with its terms. Neither Parent and the Company nor any such Subsidiary is Parent Subsidiaries are not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Parent Contracts, and, to the Company's Knowledgebest of the knowledge of Parent and Acquisition Sub, no other party to any of the Company Parent Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Parent Contracts, where such breach or default would could reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which the Company Parent or any one of its the Parent Subsidiaries is a party is subject to renegotiation with any governmental body.

Contracts, etc. Set forth on Schedule 4.15 are complete and accurate lists of the following: (a) Set forth in Section 2.20 all bonus, incentive compensation, profit-sharing, retirement, group insurance, death benefit or other fringe benefit plans, deferred compensation and post-termination obligations or trust agreements of the Company Disclosure Schedule is a complete and correct list or any of its Subsidiaries in effect or under which any amounts remain unpaid on the date hereof or which are to become effective after the date hereof; (b) each Contract defining the terms on which indebtedness for borrowed money, or other indebtedness evidenced by bonds, notes or similar instruments, of the following agreementsCompany or any of its Subsidiaries or guarantees thereof have been or may be issued; (c) all Contracts, leases and other instruments oral or written, to which the Company or any of its Subsidiaries is a party and in which any Affiliate of the Company has any interest, direct or by which Company or any of its Subsidiaries or their respective properties or assets are bound:indirect; (id) each service all bank accounts, safe deposit boxes, money market funds, certificates of deposit, stocks, bonds, notes and other securities in the name of or other similar type of agreement under which services are provided owned or controlled by any other Person to the Company or any of its Subsidiaries which provides for a material change in Subsidiaries, and the cost to the Company or its Subsidiaries of such services or the type thereof as a result names of the transactions contemplated hereunderpersons having access thereto; (iie) each operating lease (as lessor, lessee, sublessor or sublessee) all powers of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iii) each agreement under which services are provided attorney granted by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderothers; (ivf) any all other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereunder; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); and (vi) any agreement or other undertaking that restricts, in any material respect, the Company or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees. A complete and correct copy of each written agreement, lease or other type of document required to be disclosed pursuant to this Section 2.20(a) has been delivered to Parent. (b) Each agreement, lease or other type of document required to be filed as an exhibit to the Company's SEC Reports Contracts to which the Company or any of its Subsidiaries is a party party, except ones that are terminable on less than 60 days' notice, or by which do not involve aggregate remaining payments or unpaid obligations of $25,000 or more, and except purchase orders for inventory and sales orders for products and services of the Company or any of its Subsidiaries or their respective properties or assets are boundentered into in the ordinary course of business. Except as set forth on Schedule 4.15, except for those contracts, the loss none of which would not reasonably be expected to have a Material Adverse Effect (collectively, the "Company Contracts"), is valid, binding and in full force and effect and is enforceable by the Company or such Subsidiary in accordance with its terms. Neither the Company nor any such Subsidiary is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, and, to the Company's Knowledge, no other party to or any of the Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default its Subsidiaries' rights under any of Contract listed on Schedule 4.15 will be affected by the Company Contracts, where such breach or default would reasonably be expected to transactions contemplated hereby in any way that will have a Material Adverse Effect. No existing Except as set forth on Schedule 4.15, neither the Company nor any of its Subsidiaries has given or completed agreement to which received notice of and there is no default or claimed or purported or alleged default on the part of the Company or any of its Subsidiaries is a or, to the Sellers' knowledge, any other party is subject in the performance or payment of any obligation to renegotiation with be performed or paid under any governmental bodyContract listed on Schedule 4.15.

Contracts, etc. (a) Set forth in on Section 2.20 of the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or their respective properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company or any of its Subsidiaries which provides for a is material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result business of the transactions contemplated hereunderCompany; (ii) each agreement that restricts the operation of the business of the Company or the ability of the Company to retain employees or brokers or to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to the Company taken as a whole of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderassets; (iiiiv) each agreement under which services are provided by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereundercustomer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its SubsidiariesCompany), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); (vi) each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other distributions in respect of the Company's capital stock; and (viviii) any each agreement or other undertaking that restricts, to make unpaid capital expenditures in any material respect, the Company or any excess of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees$50,000. A complete and correct copy of each written agreement, lease or other type of document required to be disclosed pursuant to this Section 2.20(a) has been delivered to Parent. (b) Each agreement, lease or other type of document required to be disclosed pursuant to Section 2.13, 2.14 or 2.20(a) or filed as an exhibit to the Company's SEC Reports to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, except for those contracts, the loss of which would not reasonably be expected to have a Material Adverse Effect bound (collectively, the "Company Contracts"), except for Company Contracts, the loss of which would not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by the Company or such Subsidiary in accordance with its termsterms except for the Exceptions. Neither the The Company nor any such Subsidiary is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, and, to the Company's Knowledgeknowledge, no other party to any of the Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, where such breach or default would reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which the Company or any of its Subsidiaries is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth in Section 2.20 of the The Company Disclosure Schedule is a complete and correct list of each of has previously made available to Parent the following agreements, leases and other instruments to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or their respective properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company or any of its Subsidiaries which provides for a is material change in the cost to the business of the Company or its Subsidiaries of such services or the type thereof taken as a result of the transactions contemplated hereunderwhole; (ii) each agreement that restricts the operation of the business of the Company or the ability of the Company to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to the Company taken as a whole of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderassets; (iiiiv) each agreement under which services are provided by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereundercustomer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its SubsidiariesCompany), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); and; (vi) any each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other undertaking that restrictsdistributions in respect of the Company's capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the Merger, in including any material respect, the Company shareholder rights plan or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees. other instrument commonly referred as a "poison pill." A complete and correct copy of each written agreement, lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to this Section 2.20(a) has been previously delivered to Parent. (b) Each agreement, lease or other type of document required to be filed as an exhibit disclosed pursuant to the Company's SEC Reports Sections 2.13, 2.14 or 2.20(a) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are bound, except for those contracts, the loss of which would not reasonably be expected to have a Material Adverse Effect bound (collectively, the "Company ContractsCOMPANY CONTRACTS"), except those Company Contracts the loss of which could reasonably be expected to not have a Material Adverse Effect, is valid, binding and in full force and effect and is enforceable by the Company or such Subsidiary in accordance with its terms. Neither the The Company nor any such Subsidiary is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, and, to the Company's Knowledgebest of the knowledge of the Company and the Company Shareholder, no other party to any of the Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, where such breach or default would could reasonably be expected to have a Material Adverse Effect. No existing or completed agreement to which the Company or any of its Subsidiaries is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth in on Section 2.20 2.11 of the Company Seller’s Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments instruments, both oral and written, to which the Company or any of its Subsidiaries Seller is a party that relates to and is associated with the conduct of the Foresight Club Business or by which Company or any of its Subsidiaries the Subject Assets are subject or their respective properties or assets are boundbound including without limitation the following: (i) each service or other similar type of agreement under which services are provided by any other Person to Seller in connection or association with the Company or any conduct of its Subsidiaries which provides for a the Foresight Club Business and that is material change in the cost to the Company or its Subsidiaries of such services or the type thereof Foresight Club Business taken as a result of the transactions contemplated hereunderwhole; (ii) each agreement that restricts the operation of the conduct of the Foresight Club Business or the ability of Seller to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) of any real or tangible personal property or assets that relates to or is associated with the conduct of the Foresight Club Business that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result conduct of the transactions contemplated hereunderForesight Club Business; (iiiiv) each agreement under which services are provided by the Company or any of its Subsidiaries Seller to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result conduct of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereunderForesight Club Business; (v) each partnership, joint venture or similar agreement (including capital leases) under which any money has been associated with or may be borrowed or loaned (other than loans related to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations conduct of the Company or any of its Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); andForesight Club Business; (vi) any each agreement providing for accelerated or special payments as a result of consummation of the Asset Purchase and Sale and the other undertaking that restricts, in any material respect, the Company or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employeestransactions contemplated by this Agreement. A complete and correct copy of each written agreement, lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to subparagraphs (i) through (vi) of this Section 2.20(a) 2.11 has been previously delivered to Parent. (b) Each Buyer. Furthermore, each agreement, lease or other type of document required to be filed as an exhibit disclosed pursuant to the Company's SEC Reports this Section 2.11 to which the Company or any of its Subsidiaries Seller is a party or by which Seller or the Company or any of its Subsidiaries or their respective properties or assets Subject Assets are boundbound (collectively, the “Seller’s Contracts”), except for those contracts, Seller’s Contracts the loss of which would not could reasonably be expected to not have a Material Adverse Effect (collectively, on the "Company Contracts")Foresight Club Business, is and will continue to be following consummation of the Asset Purchase and Sale valid, binding and in full force and effect and is enforceable by Seller and Buyer following consummation of the Company or such Subsidiary Asset Purchase and Sale in accordance with its terms. Neither the Company nor any such Subsidiary Seller is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Seller’s Contracts, and, to the Company's Knowledgebest of the knowledge of Seller, no other party to any of the Company Seller’s Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Seller’s Contracts, where such breach or default would could reasonably be expected to have a Material Adverse EffectEffect on the conduct of the Foresight Club Business following consummation of the Asset Purchase and Sale. No existing Seller has neither received notice, written or completed agreement to which the Company oral, of or any threatened termination by any third party to any of its Subsidiaries is the Seller’s Contracts nor become aware of any intention of a third party is subject to renegotiation with any governmental bodySeller’s Contracts not to renew or, if currently being rebid, re-award any of Seller’s Contracts.

Contracts, etc. (a) Set forth in on Section 2.20 of the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments instruments, both oral and written, to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or their respective properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company or any of its Subsidiaries which provides for a is material change in the cost to the business of the Company or its Subsidiaries of such services or the type thereof taken as a result of the transactions contemplated hereunderwhole; (ii) each agreement that restricts the operation of the business of the Company or the ability of the Company to solicit customers or employees; (iii) each operating lease (as lessor, lessee, sublessor or sublessee) that is material to the Company of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderassets; (iiiiv) each agreement under which services are provided by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereundercustomer; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its SubsidiariesCompany), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of businessBusiness); and; (vi) any each partnership, joint venture or similar agreement; (vii) each agreement containing restrictions with respect to the payment of dividends or other undertaking that restrictsdistributions in respect of the Company’s capital stock; (viii) each agreement to make unpaid capital expenditures in excess of $25,000; (ix) each agreement providing for accelerated or special payments as a result of the Stock Purchase and Sale, in including any material respect, the Company shareholder rights plan or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees. other instrument commonly referred as a “poison pill.” A complete and correct copy of each written agreement, lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to subparagraphs (i) through (ix) of this Section 2.20(a) 2.20 has been previously delivered to Parent. (b) Each . Furthermore, each agreement, lease or other type of document required to be filed as an exhibit disclosed pursuant to the Company's SEC Reports Sections 2.13 or 2.14 or this Section 2.20 to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or their respective properties or assets are boundbound (collectively, the “Company Contracts”), except for those contracts, Company Contracts the loss of which would not could reasonably be expected to not have a Material Adverse Effect (collectively, the "Company Contracts")Effect, is valid, binding and in full force and effect and is enforceable by the Company or such Subsidiary in accordance with its terms. Neither the The Company nor any such Subsidiary is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, and, to the Company's Knowledgebest of the knowledge of the Company and the Company Shareholder, no other party to any of the Company Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company Contracts, where such breach or default would could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company and the Company Shareholder, the Company has neither received notice, written or oral, of or any threatened termination by any third party to any of the Company Contracts nor become aware of any intend of a third party to any Company Contracts not to renew or, if currently being rebid, re-award any of the Company Contracts. No existing or completed agreement to which the Company or any of its Subsidiaries is a party is subject to renegotiation with any governmental body.

Contracts, etc. (a) Set forth in on Section 2.20 of the Company AUSA Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments instruments, both oral and written, to which the Company AUSA or any of its Subsidiaries is a party or by which Company AUSA or any of its the AUSA Subsidiaries or their respective its properties or assets are bound: (i) each Each service or other similar type of agreement under which services are provided by any other Person to AUSA or any of the Company AUSA Subsidiaries that is material to the business of AUSA and the AUSA Subsidiaries taken as a whole; AGREEMENT AND PLAN OF MERGER (ii) Each agreement that restricts the operation of the business of AUSA or any of its Subsidiaries which provides for a material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result ability of AUSA or any of the transactions contemplated hereunderAUSA Subsidiaries to solicit customers or employees; (iiiii) each Each operating lease (as lessor, lessee, sublessor or sublessee) that is material to AUSA or any of the AUSA Subsidiaries of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunderassets; (iiiiv) each Each agreement under which services are provided by the Company AUSA or any of its the AUSA Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereundercustomer; (v) each Each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company AUSA or any of its Subsidiariesthe AUSA Subsidiaries ), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course Ordinary Course of businessBusiness); and; (vi) any Each partnership, joint venture or similar agreement; (vii) Each agreement containing restrictions with respect to the payment of dividends or other undertaking that restrictsdistributions in respect of AUSA Shares; (viii) Each agreement to make unpaid capital expenditures in excess of $25,000; (ix) Each agreement providing for accelerated or special payments as a result of the Merger, in including any material respect, the Company shareholder rights plan or any of its Subsidiaries from providing any telecommunications services, engaging in any telecommunications business in any territory or hiring any employees. other instrument commonly referred as a “poison pill.” A complete and correct copy of each written agreement, lease or other type of document document, and a true, complete and correct summary of each oral agreement, lease or other type of document, required to be disclosed pursuant to subparagraphs (i) through (ix) of this Section 2.20(a) 2.20 has been previously delivered to Parent. (b) Each ALHC. Furthermore, each agreement, lease or other type of document required to be filed as an exhibit disclosed pursuant to the Company's SEC Reports Sections 2.13 or 2.14 or this Section 2.20 to which the Company AUSA or any of its the AUSA Subsidiaries is a party or by which the Company AUSA or any of its the AUSA Subsidiaries or their respective its properties or assets are boundbound (collectively, the “AUSA Contracts”), except for those contracts, AUSA Contracts the loss of which would not could reasonably be expected to not have a Material Adverse Effect (collectively, the "Company Contracts")Effect, is valid, binding and in full force and effect and is enforceable by the Company AUSA or such AUSA Subsidiary in accordance with its terms. Neither Each of AUSA and the Company nor any such Subsidiary AUSA Subsidiaries is not (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company AUSA Contracts, and, to the Company's Knowledgebest of the knowledge of AUSA, no other party to any of the Company AUSA Contracts is (with or without the lapse of time or the giving of notice, or both) in breach of or in default under any of the Company AUSA Contracts, where such breach or default would could reasonably be expected to have a Material Adverse Effect. To the knowledge of AUSA, neither AUSA nor any of the AUSA Subsidiaries has received notice, written or oral, of or any threatened termination by any third party to any of AUSA Contracts or become aware of any intend of a third party to any AUSA Contracts not to renew or, if currently being rebid, re-award any of AUSA Contracts. No existing or completed agreement to which the Company AUSA or any of its the AUSA Subsidiaries is a party is subject to renegotiation with any governmental body.