Prior Acquisitions. (a) Schedule 3.21 sets forth a list all of the companies, entities and businesses acquired by the Group Companies in the last 2 years involving the payment by the Group Companies of more than US$1,000,000 (in stock and/or cash). The Company has made available to the Buyer the agreements, Contracts and instruments entered into by the Group Companies in connection with such acquisitions (the “Previous Acquisition Agreements”). Except as described on Schedule 3.21, the payments required to be made by the Group Companies under the terms of the Previous Acquisition Agreements or any other acquisitions made by the Group Companies without regard to when such acquisitions were made (the “Residual Payments”) do not exceed US$500,000.
Prior Acquisitions. Except as set forth in Schedule 3.24 of the Disclosure Schedule, no claims, amounts owed, liabilities, Encumbrances, legal proceedings or any other obligations of any kind are due or were incurred or outstanding in connection with any acquisitions made by CCI, except as already recorded on the Financial Statements heretofore delivered to the Buyer.
Prior Acquisitions. There are no pending, or to the Knowledge of PAS, threatened, indemnification claims by or against PAS or any PAS Entity under any agreement for the acquisition of any assets or business involving any PAS Entity.
Prior Acquisitions. There are no pending, or to the Knowledge of the Company, threatened, indemnification claims by or against the Company under any agreement for the acquisition of any assets or business involving the Company.
Prior Acquisitions. Section 2.2.17 of the Seller Disclosure Schedule sets forth a list, which is true and complete, of all pending and, to the Knowledge of Seller, threatened indemnification claims by or against Seller or any member of the Target Group under any agreement for the acquisition of any assets, business or Person by, or for the benefit of, Target or any other member of the Target Group.
Prior Acquisitions. (a) The Seller has not received or given any written or, to the knowledge of the Seller, oral notice of any breach by any party to the Span-Alaska Agreement of, or any failure by any such party to perform, any representation, warranty, covenant or other provision of that certain Equity Purchase Agreement, dated March 31, 2014 by and among Midnight Sun Transportation Services, LLC, a Subsidiary of Span Acquisition (“Midnight Sun”), Alaska Freight Express, LLC, formerly Alaska Freight Express, Inc. and a Subsidiary of Span Acquisition (“Alaska Freight”), Span-Alaska Transportation, LLC, formerly Span Alaska Transportation, Inc. and a Subsidiary of the Company (“Span-Alaska”), Span Acquisition Co., LLC, a Subsidiary of the Company (“Span Acquisition”), and the sellers party thereto (the “Span-Alaska Agreement”), pursuant to which Midnight Sun, Alaska Freight and Span-Alaska were acquired by Span Acquisition nor to the knowledge of the Seller has there occurred, any event, occurrence, facts or circumstances that has resulted in or would reasonably be expected to result in any breach of the provisions of the Span-Alaska Agreement. The Seller has not received written or, to the knowledge of the Seller, oral notice of, nor to the knowledge of the Seller has there occurred, any event, occurrence, facts or circumstances has resulted in, or would reasonably be expected to result in a claim being made under that certain representation and warranty insurance policy, dated March 31, 2014, insured by Scottsdale Insurance Company (Policy No. CNS0000109), Arch Specialty Insurance Company (Policy No. RWP930001900) and Steadfast Insurance Company (Policy No. DOC 5532670-00) in connection with the Span-Alaska Agreement (“
Prior Acquisitions. No earn-out or other contingent payments or other payment obligations are hereafter payable or outstanding in consideration of any Person’s ownership interest in the entity sold (other than payments for bona fide services) by the Seller or any Targeted Subsidiary of any operating business or the capital stock of any other Person (the acquisition agreements and all related documents relating to such acquisitions, the “Acquisition Agreements”). None of the Seller or the Targeted Subsidiaries, or to the Knowledge of the Seller, any other Person, has breached in any material respect any of the Acquisition Agreements. Except as set forth in Schedule 3.31, no claims for indemnification under such Acquisition Agreements have been made and are presently outstanding, are pending or are threatened by the Seller or a Targeted Subsidiary and no claims for indemnification have been made, are pending, or to the Knowledge of the Seller, are threatened, by any counterparty thereto. None of the Seller or any Targeted Subsidiary has any Liabilities or ongoing monetary obligations in respect of the dispositions or discontinuance of business made prior to the Closing Date.
Prior Acquisitions. (a) Section 3.19 of the Disclosure Schedule sets forth a list all of the companies, entities and businesses acquired by the Group Companies in the last two years involving the payment by the Group Companies of more than US$100,000 (in stock and/or cash). The Company has made available to the Purchaser the agreements, Contracts and instruments entered into by the Group Companies in connection with such acquisitions (the “Previous Acquisition Agreements”). Except as described in Section 3.19 of the Disclosure Schedule, the payments required to be made by the Group Companies under the terms of the Previous Acquisition Agreements or any other acquisitions made by the Group Companies without regard to when such acquisitions were made (the “Residual Payments”) do not exceed US$100,000.
Prior Acquisitions. Except as set forth on Schedule 3.26, neither Seller, the Company nor any Subsidiary of the Company is obligated to make any payment or perform any service under any acquisition agreement pursuant to which the Company or any of its Subsidiaries acquired any other Person or business (whether by stock purchase, merger or asset purchase), and neither Seller, the Company nor any Subsidiary of the Company has any liability or obligation to any third party relating pursuant to any such acquisitions.
Prior Acquisitions. Except as set forth on PORTEC RAIL DISCLOSURE SCHEDULE 5.14, since December 10, 1997, neither Portec Rail nor any of its Subsidiaries has been a party to or otherwise involved in any acquisition or attempted acquisition which has resulted in a claim or action being filed against Portec Rail or any of its Subsidiaries for “bad faith” or breach of contract.
