Common use of Certain Business Matters Clause in Contracts

Certain Business Matters. Except as is set forth in Schedule 3.22, (a) WOWFactor is not a party to or bound by any publishing, distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale or distribution of any of the products and services of the Business, (b) WOWFactor has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (c) there are no pending or, to the best knowledge of the Stockholders, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there are no organizing activities, in respect of any of the employees of WOWFactor, (d) the product and service warranties given by WOWFactor or by which it is bound (complete and correct copies or descriptions of which have heretofore been delivered by WOWFactor to Frontline) entail no greater obligations than are customary in the Business, (e) neither WOWFactor nor the Stockholders is a party to or bound by any agreement which limits its or his, as the case may be, freedom to compete in any line of business or with any person, or which is otherwise materially burdensome to WOWFactor or the Stockholders, and (f) WOWFactor is not a party to or bound by any agreement in which any officer, director or stockholder of WOWFactor (or any affiliate of any such person) has, or had when made, a direct or indirect material interest.

Appears in 1 contract

Samples: Stock Purchase Agreement (Frontline Communication Corp)

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Certain Business Matters. Except as is set forth in Schedule 3.22, (a) WOWFactor Roxy Systems is not a party to or bound by any publishing, distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale or distribution of any of the products and services of the Business, (b) WOWFactor Roxy Systems has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (c) there are no pending or, to the best knowledge of the StockholdersStockholder, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there are no organizing activities, in respect of any of the employees of WOWFactorRoxy Systems, (d) the product and service warranties given by WOWFactor Roxy Systems or by which it is bound (complete and correct copies or descriptions of which have heretofore been delivered by WOWFactor Roxy Systems to Frontline) entail no greater obligations than are customary in the Business, (e) neither WOWFactor Roxy Systems nor the Stockholders Stockholder is a party to or bound by any agreement which limits its or his, as the case may be, freedom to compete in any line of business or with any person, or which is otherwise materially burdensome to WOWFactor Roxy Systems or the StockholdersStockholder, and (f) WOWFactor Roxy Systems is not a party to or bound by any agreement in which any officer, director or stockholder of WOWFactor Roxy Systems (or any affiliate of any such person) has, or had when made, a direct or indirect material interest.

Appears in 1 contract

Samples: Asset Purchase Agreement (Frontline Communication Corp)

Certain Business Matters. Except as is set forth in Schedule 3.222.24, (a) WOWFactor JAG is not a party to or bound by any publishing, distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale or distribution of any of the products and services of the Business, (b) WOWFactor JAG has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (c) there are no pending or, to the best knowledge of JAG and the StockholdersShareholders, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there are no organizing activities, in respect of any of the employees of WOWFactorJAG, (d) the product and service warranties given by WOWFactor JAG or by which it is bound (complete and correct copies or descriptions of which have heretofore been delivered by WOWFactor JAG to FrontlineTTIS) entail no greater obligations than are customary in the Business, (e) neither WOWFactor JAG nor the Stockholders Shareholders is a party to or bound by any agreement which limits its or his, as the case may be, freedom to compete in any line of business or with any person, or which is otherwise materially burdensome to WOWFactor JAG or the StockholdersShareholders, and (f) WOWFactor JAG is not a party to or bound by any agreement in which any officer, director or stockholder of WOWFactor JAG (or any affiliate of any such person) has, or had when made, a direct or indirect material interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Take Two Interactive Software Inc)

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Certain Business Matters. Except as is set forth in Schedule 3.222.23, (a) WOWFactor Inventory is not a party to or bound by any publishing, distributorship, dealership, sales agency, franchise or similar agreement which relates to the sale or distribution of any of the products and services of the Business, (b) WOWFactor Inventory has no sole-source supplier of significant goods or services (other than utilities) with respect to which practical alternative sources are not available on comparable terms and conditions, (c) there are no pending or, to the best knowledge of the StockholdersShareholders, threatened labor negotiations, work stoppages or work slowdowns involving or affecting the Business, and no union representation questions exist, and there are no organizing activities, in respect of any of the employees of WOWFactorInventory, (d) the product and service warranties given by WOWFactor Inventory or by which it is bound (complete and correct copies or descriptions of which have heretofore been delivered by WOWFactor Inventory to FrontlineTTIS) entail no greater obligations than are customary in the Business, (e) neither WOWFactor Inventory nor the Stockholders Shareholders is a party to or bound by any agreement which limits its or his, as the case may be, freedom to compete in any line of business or with any person, or which is otherwise materially burdensome to WOWFactor Inventory or the StockholdersShareholders, and (f) WOWFactor Inventory is not a party to or bound by any agreement in which any officer, director or stockholder of WOWFactor Inventory (or any affiliate of any such person) has, or had when made, a direct or indirect material interest.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Take Two Interactive Software Inc)

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