Schedule 3 Sample Clauses

Schedule 3 is a complete and correct list of each credit agreement, loan agreement, indenture, purchase agreement, guarantee, letter of credit or other arrangement providing for or otherwise relating to any Indebtedness for borrowed money or any extension of credit (or commitment for any extension of credit) to, or guarantee by, any Obligor outstanding on the Effective Date, and, other than in the case of Hedging Agreement Obligations, the aggregate principal or face amount outstanding or that is, or may become, outstanding under each such arrangement, in each case on the Effective Date, is correctly described in Schedule 3.11(a).

Schedule 3. 1.1. As of the 4th Amendment Effective Date, Schedule 3.1.1.1 of the Agreement is hereby amended as attached to this Amendment. All references in the Agreement to Schedule 3.1.1.1 shall, on and after the Amendment Effective Date, refer to the attached Schedule 3. 1.1.1. The Parties Agree that ▇▇▇▇▇▇▇’▇ sole obligation for the transfer of information in Section 1.3.1

Schedule 3. 1. Schedule 3.1 (Fees) to the Agreement dated October 1, 2004 through September 30, 2007 is hereby amended to add the following language to the list of Activity Based Fees: “Call Center Services $ 1.25/minute± ±Note: Minimum of $8,500/mo applies”;

Schedule 3. 16.1 contains an accurate and complete list and description of (i) all of the Employee Benefit Plans which the Company, or any ERISA Affiliate, sponsors, maintains or contributes to, is required to contribute to, or has or could reasonably be expected to have any liability of any nature with respect to, whether known or unknown, direct or indirect, fixed or contingent, for the benefit of present or former employees of the Company and/or its ERISA Affiliates (referred to collectively as the “ Company’s Employee Benefit Plans” and individually as a “ Company’s Employee Benefit Plan”), (ii) all employees employed by the Company affected or covered by an Employee Benefit Plan, (iii) all Obligations thereunder as of the Closing Date, and (iv) all ERISA Affiliates. Accurate and complete copies of all of the Company’s Employee Benefit Plans have been provided to Buyer as well as the most recent determination letter issued, if any, or if none, Internal Revenue Service (“IRS”) opinion or advisory letter issued with respect to a Company’s Employee Benefit Plan that is intended to be a qualified plan within the meaning of Section 401(a) of the Code, all pending applications for rulings, determination letters, opinions, no action letters and similar documents filed with any governmental agency (including the Department of Labor and the IRS), summary plan descriptions, service agreements, stop loss insurance policies, and all related contracts and documents (including, but not limited to, employee summaries and material employee communications), all closing letters, audit finding letters, revenue agent findings and similar documents. None of Company’s Employee Benefit Plans is subject to Title IV of ERISA or Code Section 412. None of Company’s Employee Benefit Plans is a Multiple Employer Plan or Multiemployer Plan under Code Section 413(c) or 414(f). No employer, other than the Company or an ERISA Affiliate, is permitted to participate or participates in the Company’s Employee Benefit Plans and no leased employees (as defined in Section 414(n) of the Code) or independent contractors are eligible for, or participate in, the Company’s Employee Benefit Plans. None of Company’s Employee Benefit Plans promises or provides health, life or other welfare benefits to retirees or former employees, or severance benefits, except as required by Code Section 4980B, Sections 601 through 609 of ERISA, or comparable state statutes which provide for continuing health care coverage.

Schedule 3. 30.1 contains a complete and accurate list of each Seller Plan. Complete and accurate copies of (i) all Seller Plans which have been reduced to writing, (ii) written summaries of all unwritten Seller Plans, and (iii) all related trust agreements, insurance contracts and summary plan descriptions have been delivered or made available to the Buyer.

Schedule 3. 8 sets forth all of the Pledged Stock, Pledged LLC Interests, and Pledged Partnership Interests owned by any Grantor, and such Pledged Equity Interests constitute the percentage of issued and outstanding shares of stock, percentage of membership interests, percentage of partnership interests, or percentage of beneficial interest of the respective issuers thereof indicated on such Schedule.

Schedule 3. 16.1 contains a true and complete list of each "employee benefit plan," as defined in Section 3(3) of ERISA (including any "multiemployer plan" as defined in Section 3(37) of ERISA), bonus, incentive, deferred compensation, excess benefit, employment contract, stock purchase, stock ownership, stock option, supplemental unemployment, vacation, sabbatical, sick-day, severance or other material employee benefit plan, program or arrangement (other than those required to be maintained by law), whether written or unwritten, qualified or nonqualified, funded or unfunded, foreign or domestic, (i) maintained by, or contributed to by Citizens or any of its Affiliates, in respect of any Employee or Former Employee, or (ii) with respect to which Citizens or any of its Affiliates has any liability in respect of any Employee or Former Employee (the"Benefit Plans"). Except as disclosed on Schedule 3.16.1, neither Citizens nor any of its Affiliates maintains any bonus, pension or welfare benefit plan, program or arrangement, including any deferred compensation arrangement, for directors, consultants or independent contractors of the Business.

Schedule 3. 16.1 sets forth, by applicable subsection, a correct and complete list of all executory Contracts of the types described below, as amended or otherwise modified and in effect, to which any Group Company is a party or by which any of the Group Companies’ assets or properties are bound or subject as of the date hereof and that are in effect on the date hereof any invoices or purchase orders (such Contracts, and together with the Existing Employment Agreements and the Real Property Leases, collectively, the “Material Contracts”): (a) all Contracts pursuant to which any Group Company (i) made payments to any third party in the twelve (12) month period prior to the date hereof, in excess of $1,000,000; or (ii) received payments from any third party in the twelve (12) month prior to the date hereof, in excess of $1,000,000 prior to the date hereof; (b) all Contracts with Material Vendors; (c) all Contracts with Material Customers; (d) any Contract with any Governmental Authority; (e) any Contract pursuant to which a partnership, joint venture or other similar arrangements was established; (f) any Contract which imposes a restriction on the geographies or businesses in which any Group Company may operate the Business; (g) any Contract providing for the employment of any executive officer, excluding any such Contract that provides for at-will employment with no severance obligations; (h) any Contract containing covenants that (or in any way purport to) (i) restrict any business activity (including the solicitation, hiring or engagement of any Person or the solicitation of any customer or suppliers) of any Group Company or any Affiliate thereof,(ii) limit the freedom of any Group Company or any Affiliate thereof to engage in any line of business or compete with any Person, or (iii) contain or provide for “most favored nation” terms; (i) any Contract under which any Group Company has advanced or loaned an amount to any of its Affiliates; (j) any IP Contract; (k) any material agency, dealer, distributor, sales representative, marketing or other similar Contract; (l) all collective bargaining or similar agreements with a labor union; (i) any indenture, mortgage, pledge, security agreement, note or other Contract evidencing Indebtedness of any Group Company for borrowed money or otherwise placing a Lien on any asset or property of any Group Company or the Business (other than Permitted Liens), (ii) any guaranty or any other evidence of Liability held by any Group Compa...

Schedule 3. 9. In accordance with Section 5.14 of the Agreement, Schedule 3.9 in the Agreement is deleted in its entirety and replaced by Schedule 3.9 attached to this Amendment.