Other Contracts and Commitments. EXHIBIT B
Other Contracts and Commitments. The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in the Company's Certificate of Incorporation or by-laws or in any agreement or instrument to which it is a party which may result in any material adverse change in the condition, financial or other, of the Company, and, to the best knowledge and belief of the Company, there are no existing such defaults by the other parties thereto. Attached hereto as Schedule 2.18 is a true, complete and correct copy of the Interactive Services Agreement between the Company and America Online, Inc. (the "AOL Agreement"). The AOL Agreement is a valid and subsisting agreement, and no default has occurred thereunder by the Company or AOL.
Other Contracts and Commitments a. The Disclosure Letter sets forth the material terms of each Contract and identifies each Contract which is not terminable at will by Seller. EXHIBIT B
Other Contracts and Commitments. Amtech shall not (and shall not ------------------------------- permit the Acquired Subsidiaries to), without the prior consent of UNOVA, enter into any lease, agreement, undertaking, contract or commitment involving a liability on the part of any member of TSG in excess of $100,000 or having a term in excess of one year (other than as permitted by this Agreement). To the extent of its legal power, Amtech shall not permit ACL to enter into any business combination with any other entity without the prior consent of UNOVA.
Other Contracts and Commitments. Neither the Company nor any of the Drilling Partnerships has outstanding (i) any contract, bid or offer to provide services to third parties which (A) the Company knows or has reason to believe is at a price or on terms which would not result in a net profit to the Company in providing such services, or (B) includes terms and conditions the Company or the applicable Partnership cannot reasonably expect to satisfy or fulfill in their entirety; (ii) any revocable or irrevocable power of attorney to any person, firm or corporation for any purpose whatsoever; (iii) any loan agreement, indenture, promissory note, conditional sales agreement or other similar type of agreement, except to the extent the indebtedness thereunder is reflected on the September 30, 1997 Financial Statements (including inter-Company indebtedness eliminated by principles of consolidation), (iv) any forward sale, swap or other type of hedging agreement or commitment, or (v) except as disclosed on Schedule 4.5 or Schedule 4.16, any other material contract or commitment not directly related to operations on the Properties and which is not cancelable without liability or penalty on sixty (60) days notice or less.
Other Contracts and Commitments. Seller shall not (and shall not permit UK Subsidiary, Korean Subsidiary and Factory Power to), without the prior consent of Buyer, enter into any lease, agreement, undertaking, contract or commitment involving a liability on the part of Seller in respect of MTG, UK Subsidiary, Korean Subsidiary or Factory Power in excess of $250,000 or having a term in excess of one year (other than as permitted by this Agreement or as required or permitted by any contract or commitment disclosed in the Schedules to this Agreement and other than renewals on substantially similar terms in the ordinary course of business).
Other Contracts and Commitments. Schedule 5.14 sets forth a complete and accurate list of all Material Other Contracts. Other than with respect to such matters which, alone or in the aggregate, would not have a Material Adverse Effect, (i) each of the Other Contracts is a valid and subsisting contract of all the parties thereto in full force and effect without modification, (ii) Sellers are not in default under any of the Other Contracts and have performed all obligations required to be performed by them thereunder, and (iii) all of the Other Contracts are legal, valid and binding obligations and are in full force and effect as of the date hereof and enforceable in accordance with their terms (except that such enforcement may be subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium (whether general or specific) or other laws now or hereafter in effect relating to creditor's rights generally and the remedy of specific enforcement and injunctive or other forms of equitable relief may be subject to equitable defense and to the discretion of the court before which any proceeding therefor may be brought). The Other Contracts include every contract, written or oral, to which any of Sellers is a party, that is directly related to the Music Business. Sellers have disclosed and delivered, prior to the date hereof, copies of all Other Contracts.
Other Contracts and Commitments. (a) Except as set forth in Section 2.18 or 2.19 of the Disclosure Schedule, or as contemplated by this Agreement or the agreements and instruments executed in connection herewith, neither the Company nor any of the Subsidiaries has or is bound by:
Other Contracts and Commitments. The Company is not in default in the performance, observance or fulfillment of any of the material obligations, covenants or conditions contained in any material agreement or instrument to which it is a party and no event or condition has occurred which, with the giving of notice or lapse of time, or both, would constitute such a default, which could reasonably be expected to result in a material adverse change in the business, operations or financial condition of the Company.
Other Contracts and Commitments. Section 3.12 of the Disclosure Schedule identifies each of the following contracts and commitments (collectively, the "Contracts") to which MGU is a party or is bound (other than those referred to in Sections 3.8, 3.9, 3.10, and 3.11):
