08Material Contracts Clause Samples
08Material Contracts. (a) Section 3.08(a) of the Disclosure Schedules lists each of the following Contracts to which any Acquired Company is a party or otherwise bound (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Non-Owned Real Property listed or otherwise disclosed in Section 3.20 of the Disclosure Schedules, collectively, the “Material Contracts”):
(i) each Contract with a Material Customer (other than standard purchase orders);
(ii) each Contract with a Material Supplier (other than standard purchase orders);
(iii) each Contract (A) involving, or reasonably expected to involve, aggregate consideration from either party thereto in excess of $100,000 in any given twelve (12) month period or (B) requiring performance by any party more than one (1) year from the date hereof which cannot be cancelled by an applicable Acquired Company on sixty (60) days’ notice or less without penalty or other Liability to such Acquired Company;
(iv) each Contract under which an Acquired Company has permitted any of its properties or assets to become subject to any Encumbrance;
(v) each Contract, including options, that relate to the sale or lease of any of the assets or properties of any Acquired Company for an annual amount in excess of $50,000 for the twelve (12) month period ended on the Latest Balance Sheet Date (other than the purchase or sale of inventory in the Ordinary Course of Business);
(vi) each Contract pursuant to which any Acquired Company has agreed (A) to acquire, purchase, sell or dispose all or a portion of any business, properties or assets, including real property (whether by merger, asset purchase, equity purchase or any other similar transaction), other than the purchase or sale of inventory in the Ordinary Course of Business, or (B) make any equity or debt investment in or any loan to any Person;
(vii) except for Contracts relating to trade payables, each Contract relating to Indebtedness (including, without limitation, guarantees) of any Acquired Company;
(viii) each Contract that grants any (A) “most favored nation” status or any similar status requiring any Acquired Company to offer a Person any terms, conditions or concessions that are at least as favorable as those offered to one or more other Persons or (B) covenant that expressly limits in any respect the freedom of any Acquired Company, any of their respective Affiliates or any present or future Service Provider, officer, director, manager, member, partne...