Contracts and Other Documents. The President or the Treasurer, or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.
Contracts and Other Documents. Attached hereto as Schedule 3.11 is a complete schedule listing all documents to which the Purchaser is a party or under which it has any liability in excess of $5,000 per annum. All such contracts, documents and agreements listed on Schedule 3.11 are valid and enforceable and accurate and complete copies of such contracts, documents and agreements (or, with the consent of the Selling Shareholders forms thereof) as have been requested by the Selling Shareholders have been provided to the Selling Shareholders. Except as disclosed on Schedule 3.11 hereof, the Purchaser is not or will not be, merely with the passage of time, in default under any such contract, including those listed on Schedule 3.11. Except as specified on Schedule 3.11, there is no requirement for any contract or agreement to which the Purchaser is a party to be novated or to have the consent of the other contracting party in order for the contract or agreement to be valid, effective and enforceable by the Purchaser after the Closing as it was immediately prior thereto.
Contracts and Other Documents. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Except as provided in Section 2.13 of these Bylaws, any document, including, without limitation, any consent, agreement, certificate or instrument, required by the DGCL, the Certificate of Incorporation or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law.
Contracts and Other Documents. Schedule 4.13 sets forth a list of all contracts to which Seller is a party (other than real property Leases, which are described in Schedule 4.12) which include: (i) contracts providing for payment or receipt of more than $5,000; (ii) contracts granting, or consenting to the existence of, any Lien on or in any of the Assets in favor of any Person; (iii) contracts relating to the borrowing of money or the incurrence of any indebtedness for borrowed money, or the issuance of any letter of credit, or the guaranty of another person's indebtedness, or contracts of suretyship or relating to the repurchase of any goods or assets of any other person; (iv) contracts granting to any person a right of first refusal, first offer, option or similar preferential right to purchase or acquire any of its properties, assets or securities; (v) contracts limiting, restricting or prohibiting Seller from conducting any business anywhere in the United States of America or elsewhere in the world; (vi) joint venture or partnership agreements or other similar contracts; (vii) contracts of employment or for the retention of consultants or advisors or the furnishing of similar services by any third party; (viii) contracts which indemnify any other person or which are in the nature of a severance agreement or which would otherwise entitle any person not a party to this Agreement to receive a payment based upon the consummation of the transactions contemplated hereby; or (ix) any other contract which is material to the operation of Seller or any of the Assets (the foregoing contracts referred to as "Material Contracts"). No default by Seller or any other party exists, or has been claimed or alleged by any Person, with respect to any Material Contract, and to the best knowledge of Seller, no event has occurred that, with notice or lapse of time or both, would constitute a default under any Material Contract. No consent, approval, claim, authorization or waiver from, or notice to, any Governmental Entity or other person is required in order to maintain in full force and effect any of the Material Contracts to which Seller is a party. Consents for assignment of all Material Contracts have been obtained, or by the Closing Date shall have been obtained, by Seller, and copies thereof will be delivered to Buyer at the Closing.
Contracts and Other Documents. The Chief Executive Officer, Chief Financial Officer and the Secretary, or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority in the premises by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.
Contracts and Other Documents. Attached hereto as Schedule 4.11 is a complete schedule listing of all documents to which the Company is a party or under which it has any liability. All such contracts, documents and agreements listed on Schedule 4.11 are valid and enforceable and accurate and complete copies of such contracts, documents and agreements (or, with the consent of the Purchaser, forms thereof) as have been requested by the Purchaser have been provided to the Purchaser. Except as disclosed on Schedule 4.11 hereof, the Company is not or will not be, merely with the passage of time, in default under any such contract, including those listed on Schedule 4.11. Except as specified on Schedule 4.11, there is no requirement for any contract or agreement to which the Company is a party to be novated or to have the consent of the other contracting party in order for the contract or agreement to be valid, effective and enforceable by the Company after the Closing as it was immediately prior thereto.
Contracts and Other Documents. Company Disclosure Memorandum sets forth a list of all Contracts to which Company is a party with respect to the Business (other than real property Leases and employee contracts) which involve payment or receipt of more than Xxx Xxxxxxxx xxx 00/000 Xxxxxx Xxxxxx Dollars (US$10,000.00). Except for those Contracts or Leases to which Company is a party with respect to the Business which are listed on Company Disclosure Memorandum or which have been entered into by Company in the ordinary course of business and do not involve payment or receipt of more than Xxx Xxxxxxxx xxx 00/000 Xxxxxx Xxxxxx Dollars (US$10,000.00), Company is not a party to any Contract or similar document with respect to the Business. No material default by Company or any other party exists, or has been claimed or alleged by any Person with respect to any Contract, and no event that with notice or lapse of time or both would constitute a material default under any Contract or other instrument to which Company is a party or by which it is bound with respect to the Business. Other than as set forth on Company's Disclosure Memorandum, no consent, approval, claim, authorization or waiver from, or notice to, any Governmental Authority or other Person is required in order to maintain in full force and effect any of the Contracts to which Company is a party with respect to the Business. Company has listed on Company Disclosure Memorandum, those consents deemed by Company to be material consents, and such material consents have been obtained by Company, and copies thereof have been given to Buyer.
Contracts and Other Documents. The Company Disclosure Memorandum sets forth a list of all Contracts (other than real property Leases and employee contracts) which involve payment or receipt of more than Xxx Xxxxxxxx xxx 00/x00 Xxxxxx Xxxxxx Dollars (US$l0,000.00). Except for those Contracts or Leases which are listed on the Company Disclosure Memorandum or which have been entered into by the Company in the ordinary course of business and do not involve payment or receipt of more than Xxx Xxxxxxxx xxx 00/x00 Xxxxxx Xxxxxx Dollars (US$l0,000.00), the Company is not a party to any Contract or similar document. To the Company's Knowledge or the Parent's Knowledge, no material default by the Company or any other party exists, or has been claimed or alleged by any Person with respect to any Contract, and no event that with notice or lapse of time or both would constitute a material default under any Contract or other instrument to which the Company is a party or by which it is bound. Other than as set forth on the Company's Disclosure Memorandum, no consent, approval, claim, authorization or waiver from, or notice to, any Governmental Authority or other Person is required in order to maintain in full force and effect any of the Contracts. The Company has listed on the Company Disclosure Memorandum, those consents deemed by MedSource to be material consents, and such material consents have been obtained by the Company, and copies thereof have been given to Buyer.
Contracts and Other Documents. As of the Closing Date, Uniroyal-CA is not a party to or bound by any Contract, Lease or similar document relating exclusively to the Business other than those Contracts identified on Schedule 4.1(f), those Leases identified on Schedule 4.1(e), or those agreements which have been entered into by Uniroyal-CA in the ordinary course of business and consistent with past practices and do not involve payment or receipt of more than FIFTY THOUSAND CANADIAN DOLLARS (CDN$50,000) (collectively, the "Contract Rights"). As of the Closing Date, Uniroyal-CA has not received notice of any default, and to Uniroyal-CA's Knowledge as of the Effective Date and as of the Closing Date, Uniroyal-CA is not in default under any Contract, Lease or other instrument to which Uniroyal-CA is a party or by which it is bound relating exclusively to the Business. Immediately after the Closing, other than the Contract Rights, the Partnership will not be a party to or bound by any contract relating exclusively to the Business, including without limitation those contracts of the type described below:
Contracts and Other Documents. Schedule 1.4 sets forth a complete and accurate listing or description of all Contracts to which the Seller is a party in connection with the Business. Each of the Contracts is valid, binding and enforceable in accordance with its terms, and is in full force and effect; there are no existing defaults on the part of the Seller or, to the best of the Seller's knowledge, any other party, under any Contract, and no event of default under any such Contract has occurred and is continuing which (whether with or without the giving of notice, lapse of time or both, or the happening of any other event) would constitute a default under such Contract; each such Contract will continue to be in full force and effect on the same terms and conditions immediately after the Effective Date without the need for any action on the part of the Buyer, except for the Buyer's performance of the Assumed Obligations; to the best of the Seller's knowledge, each such Contract reflects the complete understanding among the parties thereto; and accurate and complete copies of each such Contract including all amendments thereto, have been delivered to the Buyer at or prior to the date hereof. The Seller's interest in each of the Contracts is free and clear of all Liens or other encumbrances (other than any created by the Buyer). Neither the Seller nor any other party is in default under any Contract.
