Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including without limitation those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.5, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, (D) that certain lease agreement dated July 11, 1996, by and between the Company and BDM&P, Limited Liability Company, and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will sell, transfer and distribute the assets listed on Schedule 7.1.4(ii) (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, of the assignee), and provide copies thereof to Centerprise.
Appears in 1 contract
Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including without limitation those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.52.6, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, (D) that certain lease agreement Second Amended and Restated Shareholders' and Non-Shareholder Officers' Agreement dated July 11as of December 31, 19961998, by a true and between complete copy of which has been delivered to Centerprise (the "Company Shareholders' Agreement"), and BDM&P, Limited Liability Companywhich Company Shareholders' Agreement shall not be amended further, and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will sell, transfer and distribute the assets listed on Schedule 7.1.4(ii) (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, of the assignee), and provide copies thereof to Centerprise.
Appears in 1 contract
Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including without limitation those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.52.6, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, (D) that certain lease agreement dated July 11, 1996, by and between the Company and BDM&P, Limited Liability Company, Supplemental Executive Retirement Plan and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will sell, transfer and distribute the assets listed on Schedule 7.1.4(ii) ), including, without limitation, any fees and expenses receivable not necessary to meet the Target or otherwise satisfy the obligations of the Company (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, of the assignee), and provide copies thereof to Centerprise.
Appears in 1 contract
Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including including, without limitation limitation, those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.5, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, Agreement and (D) that certain lease agreement dated July 11, 1996, by and between the Company and BDM&P, Limited Liability Company, and (E) items approved by Centerprise in writing; , and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will sell, transfer and distribute the assets listed on Schedule 7.1.4(ii) including, without limitation, any AR not necessary to meet the Target or otherwise satisfy the obligations of the Company hereunder (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, obligations of the assignee), and provide copies thereof to Centerprise.
Appears in 1 contract
Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member Partner or present or former stockholder of the Company, including without limitation those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By Centerprise, (B) items reflected on Schedule 2.5, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, (D) that certain lease agreement dated July 11, 1996, by and between the Company and BDM&P, Limited Liability Company, agreements set forth on Schedule 7.1.4(i)-D and (E) items approved by Centerprise in writing; and , (ii) notwithstanding anything contained in this Section 7.1 the Company shall transfer or distribute to the contraryPersons set forth on Schedule 7.1.4(ii), the Company will selland such Persons shall assume, transfer and distribute the (A) all assets listed identified on Schedule 7.1.4(ii) (collectively, the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), subject to and (B) any and all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets and the Company's interest in Better Business Methods, L.L.C., a Missouri limited liability company ("BBM"), which was transferred by the Company effective as of January 1, 1999 (collectively, the "Excluded Liabilities"); provided, however, and (iii) the Company may declare a special bonus (the "Special Bonus") in an amount (after adding all Taxes payable by the Company with respect thereto) not in excess of that prior portion of the AR that is not necessary to meet the Target or otherwise satisfy the obligations of the Company hereunder. Prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, obligations of the assignee), including without limitation the obligation to make loans to BBM, contained in Section 2.d.i. of that certain Operating Agreement dated August 3, 1998, by and among the Company, Xxxxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx (the "BBM Agreement"), and the restriction on competition, contained in Section 6.g. of the BBM Agreement and provide copies thereof to Centerprise.
Appears in 1 contract
Prior to the Closing. (i) the Company shall terminate, without any liability to the Company or the Company Subsidiaries, all agreements relating to the voting of the Company's capital stock, and all agreements and obligations of the Company and the Company Subsidiaries relating to borrowed money and/or involving payments to or for the benefit of a present or former stockholder of the Company, or an Affiliate or family member of a Member or present or former stockholder of the Company, including including, without limitation limitation, those set forth on Schedule 7.1.4(i), but excluding (A) debt reflected on Schedule 2.1 as Debt Assumed By by Centerprise, (B) items reflected on Schedule 2.5, (C) agreements and obligations to the extent such agreements and obligations result in Indirect Costs under the Incentive Compensation Agreement, Agreement and (D) that certain lease agreement dated July 11, 1996, by and between the Company and BDM&P, Limited Liability Company, and (E) items approved by Centerprise in writing; and (ii) notwithstanding anything contained in this Section 7.1 to the contrary, the Company will sell, transfer and distribute the assets listed on Schedule 7.1.4(ii) including, without limitation, any AR not necessary to meet the Target or otherwise satisfy the obligations of the Company hereunder (the "Excluded Assets") to the Persons listed on Schedule 7.1.4(ii), in subject to all liabilities and obligations of any nature (whether known or unknown, accrued, absolute, contingent, direct, indirect, perfected, inchoate, unliquidated or otherwise) relating to the Excluded Assets (collectively, the "Excluded Liabilities"); provided, however, that prior to the Closing, the Company shall obtain novations or other releases or agreements discharging the Company from all Excluded Liabilities (so that the respective Excluded Liabilities will become direct liabilities and obligations, obligations of the assignee), and provide copies thereof to Centerprise.
Appears in 1 contract
