Common use of Listed Contracts Clause in Contracts

Listed Contracts. Schedule 3.14 sets forth a correct and complete list (copies of which have been made available and delivered to Buyer) of every contract, agreement, personal property lease or commitment (including, without limitation, promissory notes, loan agreements, and other evidence of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements), to which any of the Companies is a party or by which any of the Companies is bound pursuant to which obligations thereunder of either party thereto are, or are contemplated as being, (i) involving the receipt or payment by any of the Companies of an amount in excess of $100,000 following the Closing Date, (ii) such that the termination or breach of such contract could have a Material Adverse Effect on the Company, or (iii) involving the lease by any of the Companies, as lessee or lessor, of any real property (each a “Listed Contract,” and collectively, the “Listed Contracts”), correct and complete copies of which, or in the case of oral agreements, complete descriptions, previously have been made available. The Companies are neither in default, nor has any event occurred that, with the giving of notice or the passage of time or both, would constitute a default by any of the Companies, under any Listed Contract and, to the Knowledge of the Company, no event has occurred that, with the giving of notice or the passage of time, or both would constitute a default by any other party to any such Listed Contract; provided, however, any defaults, by either one of the Companies or any third party, that could not result individually or in the aggregate in a Material Adverse Effect are excluded from the scope of this representation. Except as set forth on Schedule 3.14 and except as shall not individually or in the aggregate have a Material Adverse Effect, each of the Listed Contracts is in full force and effect, is valid and enforceable in accordance with its terms and is not subject to any claims, charges, set-offs or defenses. Immediately following the completion of the transactions contemplated herein and except as shall not have a Material Adverse Effect, each of the Listed Contracts (other than the Company Credit Agreement and the Company Dealer Agreements unless all consents have been obtained) shall continue to be in full force and effect, be valid, binding and enforceable in accordance with their terms and not be subject to any claims, charges, set-offs or defenses as a result of the occurrence of the transactions contemplated herein provided that all required notices are given and consents are obtained as set forth on Schedule 3.9. Schedule 3.14 also separately sets forth an accurate and complete list of the thirty (30) largest (in dollars payable to the Company and its Subsidiaries, taken as a whole) contracts, agreements or commitments, both oral and written, to which any of the Companies are a party or by which any of the Companies is bound or obligated to provide maintenance or service on photocopiers, facsimile machines or any other electronic, digital or automated office equipment (the “Service Contracts”). Except as expressly set forth on Schedule 3.14, each of the Companies have renewed and billed all expired but uncancelled Service Contracts and has no Knowledge that any customer will not continue to pay and perform such customer’s obligations under any Service Contract. Except as specifically stated on Schedule 3.14, no Service Contract has a term expiring more than one year after the Closing Date or that is not cancelable without penalty within one (1) year.

Listed Contracts. Schedule 3.14 sets forth a correct and complete list (copies of which have been made available and delivered to Buyer) of every contract, agreement, personal property lease or commitment (including, without limitation, promissory notes, loan agreements, and other evidence of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements), to which any of the Companies is a party or by which any of the Companies is bound pursuant to which obligations thereunder of either party thereto are, or are contemplated as being, (i) involving the receipt or payment by any of the Companies of an amount in excess of $100,000 following the Closing Date, (ii) such that the termination or breach of such contract could have a Material Adverse Effect on the Company, or (iii) involving the lease by any of the Companies, as lessee or lessor, of any real property (each a “Listed Contract,” and collectively, the “Listed Contracts”), correct and complete copies of which, or in the case of oral agreements, complete descriptions, previously have been made available. The Companies are neither in default, nor has any event occurred that, with the giving of notice or the passage of time or both, would constitute a default by any of the Companies, under any Listed Contract and, to the Knowledge of the Company, no event has occurred that, with the giving of notice or the passage of time, or both would constitute a default by any other party to any such Listed Contract; provided, however, any defaults, by either one of the Companies or any third party, that could not result individually or in the aggregate in a Material Adverse Effect are excluded from the scope of this representation. Except as set forth on Schedule 3.14 and except as shall not individually or in the aggregate have a Material Adverse Effect, each of the Listed Contracts is in full force and effect, is valid and enforceable in accordance with its terms and is not subject to any claims, charges, set-offs or defenses. Immediately following the completion of the transactions contemplated herein and except as shall not have a Material Adverse Effect, each of the Listed Contracts (other than the Company Credit Agreement and the Company Dealer Agreements unless all consents have been obtained) shall continue to be in full force and effect, be valid, binding and enforceable in accordance with their terms and not be subject to any claims, charges, set-offs or defenses as a result of the occurrence of the transactions contemplated herein provided that all required notices are given and consents are obtained as set forth on Schedule 3.9. Schedule 3.14 also separately sets forth an accurate and complete list of the thirty (30) largest (in dollars payable to the Company and its Subsidiaries, taken as a whole) contracts, agreements or commitments, both oral and written, to which any of the Companies are a party or by which any of the Companies is bound or obligated to provide maintenance or service on photocopiers, facsimile machines or any other electronic, digital or automated office equipment (the “Service Contracts”). Except as expressly set forth on Schedule 3.14, each of the Companies have renewed and billed all expired but uncancelled uncanceled Service Contracts and has no Knowledge that any customer will not continue to pay and perform such customer’s obligations under any Service Contract. Except as specifically stated on Schedule 3.14, no Service Contract has a term expiring more than one year after the Closing Date or that is not cancelable without penalty within one (1) year.