Agreements and Commitments Clause Samples
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Agreements and Commitments. (a) Except as disclosed in Item 2.13(a) of the Disclosure Schedule, neither Lancit nor any Subsidiary is a party to or bound by, and none of the assets of Lancit or any Subsidiary is covered by or subject to, any of the following (whether oral or written):
(i) any lease (a) for real property or (b) for personal property providing for annual rentals for such personal property lease of $5,000 or more or aggregate payments (per lease) for such personal property lease of $10,000 or more;
(ii) any agreement for the purchase of materials, software, supplies, goods, services, equipment or other assets providing for either (A) annual payments by Lancit and the Subsidiaries of $5,000 or more or (B) aggregate payments (per agreement) by Lancit and the Subsidiaries of $10,000 or more;
(iii) any funding, agency, licensing, development, production, co-production, output, air commitment, distribution, rights sharing or back-end agreement or any agreement similar to any of the foregoing;
(iv) any partnership, joint venture or other similar agreement or arrangement;
(v) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise);
(vi) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset);
(vii) any option, license, franchise or similar agreement;
(viii) any agency, dealer, sales representative, marketing, merchandising, licensing or other similar agreement;
(ix) any agreement that limits the freedom of Lancit or any Subsidiary to compete in any line of business or with any Person or in any area or which would so limit the freedom of the Surviving Corporation or any Subsidiary after the Effective Time;
(x) any agreement pursuant to which Lancit or any Subsidiary has hired or retained a consultant;
(xi) any agreement pursuant to which Lancit or any Subsidiary is subject to confidentiality or non-disclosure obligations;
(xii) any union or collective bargaining contracts with respect to any employees of Lancit or any Subsidiary;
(xiii) any employment or talent agreement; or
(xiv) any other agreement, commitment, arrangement or plan that is material. In lieu of a list, certain types of agreements and other instruments which are not individually material to Lancit are identified in Item 2.13(a) by category, together with a representative sample. Documents in each such category ...
Agreements and Commitments. Except for the Contracts and contracts included in the Excluded Assets, there are no commitments, contracts, leases, and agreements (whether written or oral) which materially affect the Facilities, the Assets, or the operation of any thereof, to which a Seller is a party or by which a Seller, the Facilities, the Assets, or any portion thereof is bound, including, without limitation:
(a) agreements with physicians or any other referral sources,
(b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems,
(c) joint venture or partnership agreements,
(d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents,
(e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases,
(f) equipment leases,
(g) equipment maintenance agreements,
(h) agreements with municipalities,
(i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees,
(j) loan agreements, bonds, mortgages, liens, or other security agreements,
(k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Facilities or the Assets,
(l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Facilities or the Assets,
(m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Facilities or the Assets, and
(n) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by a Seller of any amount or value in excess of Ten Thousand Dollars ($10,000) on an annual basis.
Agreements and Commitments. Except as set forth in ITEM 2.11 delivered by ESI to Macromedia herewith, or as listed in ITEM 2.12, ITEM 2.15.3 or ITEM 2.15.6 as required by Section 2.12, Section 2.15.3 or Section 2.15.6, as the case may be, ESI is not a party or subject to any oral or written executory agreement, obligation or commitment that is material to ESI, its financial condition or business or which is described below and is not terminable within 60 days without cost or penalty to ESI, including but not limited to the following:
(a) Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to ESI in an aggregate amount of (i) $25,000 or more in the ordinary course of business or (ii) $10,000 or more not in the ordinary course of business;
(b) Any license agreement under which ESI is licensor (except for any nonexclusive software license granted by ESI to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided or made available to Macromedia's counsel); or under which ESI is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products);
(c) Any agreement by ESI to encumber, transfer or sell rights in or with respect to any ESI Intellectual Property (as defined in Section 2.12 hereof);
(d) Any agreement for the sale or lease of real or personal property involving more than $25,000 per year;
(e) Any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or other agreement for the distribution of ESI's products;
(f) Any franchise agreement or financing statement;
(g) Any stock redemption or purchase agreement;
(h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person;
(i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of ESI incurred or made in the ordinary course of business, and except as disclosed in the ESI Financial Statements;
(j) Any contract containing covenants purporting to limit ESI's freedom to compete in any line of business in any geographic area; or
(k) Any contract or commitment for the employment of any officer, employee or consultant of ESI or any other type of contract or understanding with any officer...
Agreements and Commitments. Except as described on Schedule 4.16, neither the Seller nor any of its Subsidiaries is a party or subject to, and the Purchased Business or Purchased Assets are not otherwise subject to, the following Contracts (collectively, the “Material Contracts”):
(a) any distributor, sales, advertising, agency, or manufacturer's representative Contract involving an annual commitment or payment reasonably expected to be in excess of $75,000;
(b) any collective bargaining agreement or other Contract with any labor union or employee association;
(c) any continuing Contract for the purchase of materials, supplies, equipment or services with a sale price in excess of $75,000;
(d) any employment or consulting Contract or any other Contract with any director, or officer of the Seller, other than oral Contracts of indefinite hire terminable by the Seller without cause or reasonable notice;
(e) any profit sharing, bonus, stock option, pension, retirement, disability, stock purchase, medical, dental, hospitalization, insurance or similar plan or agreement providing benefits to any current or former director, officer, employee, independent contractor or consultant;
(f) any mortgage or promissory note, trust indenture, loan agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with GAAP;
(g) any commitment for charitable contributions;
(h) any Contracts for capital expenditures;
(i) any Contract for the sale of any assets, other than sales of inventory to customers in the ordinary course of the Purchased Business;
(j) any Contract pursuant to which the Seller is a lessor of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property;
(k) any confidentiality, secrecy or non-disclosure Contract (whether the Seller is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar Contract;
(l) any license, franchise or other agreement which relates in whole or in part to any Intellectual Property; or
(m) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any other Person, except for checks endorsed for collection in the ordinary course of the Purchased Business. The Seller and its Subsidiaries have performed all of...
Agreements and Commitments. 2.10.1 Except as set forth in Schedule 2.10.1 attached hereto, in connection with the Business, neither Parent nor any Seller Company is a party to any written or oral:
(a) pension, profit sharing, Option, employee ownership purchase, stock appreciation right, phantom stock option or other plan providing for deferred or other compensation to employees of Seller Companies or any other employee benefit plan (other than as set forth in Schedule 2.22 attached hereto), or any Contract with any labor union or labor group;
(b) Contract relating to loans to officers, directors, managers, Parent or any Affiliates thereof;
(c) Contract relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any Acquired Asset;
(d) Guarantee that will be an Assumed Obligation;
(e) Contract that will be an Acquired Asset under which Parent or any Seller Company has advanced or loaned or agreed to advance or loan, any Person amounts in the aggregate exceeding $10,000;
(f) Contract pursuant to which Parent or any Seller Company is (and Purchaser will become) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Parent or Seller Companies;
(g) Contract pursuant to which any Parent or any Seller Company is (and Purchaser will become) lessee of any property, real or personal, owned or controlled by another Person;
(h) warranty Contract with respect to its services rendered or its products sold or leased;
(i) Contract or non-competition provision in any Contract prohibiting it from freely engaging in any business or competing anywhere in the world;
(j) Contract for the purchase, acquisition or supply of inventory and other property and assets, whether for resale or otherwise in excess of $10,000;
(k) Contracts with independent agents, brokers, dealers or distributors which provide for annual payments in excess of $10,000;
(l) employment, consulting, sales, commissions, advertising or marketing Contracts;
(m) Contract with Physicians;
(n) Contracts providing for “take or pay” or similar unconditional purchase or payment obligations;
(o) Contracts with Persons with which, directly or indirectly, an Affiliate or Parent also has a Contract;
(p) Contract that requires the consent of any Person, or contains any provision that would result in a modification of any rights or obligation of any Person thereunder upon a change in control of any Seller Company or the sale of the Acquired Assets by Seller Comp...
Agreements and Commitments. Except as set forth in Schedule 3.12, neither Target nor any of its Subsidiaries is a party or subject to any oral or written executory agreement, contract, obligation or commitment that is material to Target or its Subsidiaries, its financial condition, business or prospects, including but not limited to the following:
(a) any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to Target in an aggregate amount of (i) $100,000 or more in the ordinary course of business or (ii) $250,000 or more not in the ordinary course of business;
(b) any license agreement under which Target or any of its Subsidiaries is licensor; or under which Target or any of its Subsidiaries is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products);
(c) any agreement by Target or any of its Subsidiaries to encumber, transfer or sell rights in or with respect to any Target Intellectual Property (as defined in Section 3.13 below);
(d) any agreement for the sale or lease of real or personal property involving more than $100,000 per year;
(e) any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer, volume purchase agreement or other agreement for the distribution or sale of Target's products (other than individual purchase orders in the ordinary course of business);
(f) any franchise agreement;
(g) any stock redemption or purchase agreement;
(h) any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person;
(i) any instrument evidencing indebtedness for borrowed money or guarantees thereof;
(j) any contract containing covenants purporting to limit Target's freedom to compete in any line of business in any geographic area;
(k) any agreement of indemnification other than standard warranties in connection with the sale of products and/or services in the ordinary course of business;
(l) any agreement, contract or commitment relating to capital expenditures and which involves future payments in excess of $100,000;
(m) any agreement, contract or commitment relating to the disposition or acquisition of any assets (other than Inventory, as defined in Section 3.26) by Target or any of its Subsidiaries or any Target Intellectual Property, which involves payments individually in excess of $100,000 or in the aggregate in excess of $250,000; or
(n) any purchase order or co...
Agreements and Commitments. (i) Appendix 4.16 herein lists all of the agreements and commitments signed by the Company which are in effect and being performed as of the date of this Agreement to which the Company is a party.
Agreements and Commitments. Except as described in Schedule 1.1(ll)(iii), IT Cruise is not a party to or bound by any Contract relating to the IT Cruise Business or the IT Cruise Assets. There is no oral agreement or Contract relating to the IT Cruise Business or the IT Cruise Assets which is material to the IT Cruise Business which has not been disclosed in writing to Travelbyus-IT and Travelbyus. IT Cruise has performed all of the obligations required to be performed by it and is entitled to all benefits under, and is not in default or alleged to be in default in respect of, any Contract relating to the IT Cruise Business or the IT Cruise Assets to which it is a party or by which it is bound; all such Contracts are in good standing and in full force and effect, and no event, condition or occurrence exists that, after notice or lapse of time or both, would constitute a default under any of the foregoing, except as set forth on Schedule 1.1(ll)(iii). NAGE has made available to Travelbyus-IT and Travelbyus a true and complete copy of each Contract listed or described in Schedule 1.1(ll)(iii) and all amendments, variations, extensions and modifications thereto. There is no requirement under any Contract relating to the IT Cruise Business or the IT Cruise Assets to which IT Cruise is a party or by which it is bound and which constitute part of the IT Cruise Assets to give any notice to, or to obtain the consent or approval of, any party to such Contract relating to the consummation of the transactions contemplated by this Agreement, except for the notifications, consents and approvals described in Schedule 6.2(n). Except as set forth on Schedule 12 or Schedule 13, NAGE has no reason to believe that any of the Contracts relating to the IT Cruise Business or the IT Cruise Assets will not be renewed in the ordinary course of business from and after their respective expiry dates on similar terms and conditions but makes no guarantees or assurances in this regard.
Agreements and Commitments. Except as set forth in Item 2.11 delivered by INTEGRAL NETWORKING to CRL Network herewith, INTEGRAL NETWORKING is not a party or subject to any oral or written executory agreement, contract, obligation or commitment that is material to INTEGRAL NETWORKING, its financial condition, business or prospects or which is described below and is not terminable within 60 days without cost or penalty to INTEGRAL NETWORKING. including but not limited to the following:
(a) Any contract, commitment, letter agreement, quotation or purchase order providing for payments by or to INTEGRAL NETWORKING in an aggregate amount of (i) $25,000 or more in the ordinary course of business or (ii) $1,000 or more not in the ordinary course of business;
(b) Any license agreement under which INTEGRAL NETWORKING is licensor (except for any nonexclusive software license granted by INTEGRAL NETWORKING to end-user customers where the form of the license, excluding standard immaterial deviations, has been provided to CRL Network's counsel); or under which INTEGRAL NETWORKING is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products);
(c) Any agreement by INTEGRAL NETWORKING to encumber, transfer or sell rights in or with respect to any INTEGRAL NETWORKING Intellectual Property (as defined in Section 2.12 hereof);
(d) Any agreement for the sale or lease of real or personal property involving more than $10,000 per year;
(e) Any dealer, distributor, sales representative, original equipment manufacturer, value added reseller or other agreement for the distribution of INTEGRAL NETWORKING's products;
(f) Any franchise agreement or financing statement.
(g) Any stock redemption or purchase agreement;
(h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person;
(i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of INTEGRAL NETWORKING incurred or made in the ordinary course of business, and except as disclosed in the INTEGRAL NETWORKING Financial Statements; or
(j) Any contract containing covenants purporting to limit INTEGRAL NETWORKING's freedom to compete in any line of business in any geographic area. All agreements, contracts, obligations and commitments listed in Item ...
Agreements and Commitments. (i) As of the applicable Closing Date, Seller has made available to Buyer copies of the partnership agreements, as amended, relating to the Interests being transferred at such Closing and to which Seller is party (including to Seller’s Knowledge under power of attorney). As of the applicable Closing Date, to the extent they are in Seller’s possession after requesting them from the Managers, Seller has made available to Buyer copies of all Portfolio Property Agreements relating to the Interests (other than the aforementioned documents described in the preceding sentence), and other documents that constitute a part of such Interests, being sold by Seller. Other than (A) this Purchase Agreement, (B) the limited partnership agreements of applicable Partnerships, (C) any amendments to such limited partnership agreements, (D) the subscription documents, transfer agreements and side letters (as applicable) relating to the purchase of such Interests and (E) any documents referenced in the documents listed in clauses (A) – (D), Seller has not entered into any other agreements with respect to Seller’s Interest in any Partnership that affect such Interest in a material manner.
(ii) Seller has contributed to the capital of the Partnerships in which Seller holds an Interest all amounts which it was required to contribute pursuant to the terms of the applicable Portfolio Property Agreements. Seller has paid all management fees due and payable by it pursuant to the terms of the applicable Portfolio Property Agreements, including all such fees payable on or prior to each applicable Closing Date. Seller has not made any voluntary capital contributions or written commitments to any Partnership in which Seller holds an Interest nor have any been made on behalf of it. Seller has not opted out of or to Seller’s Knowledge been excluded, voluntarily or involuntarily, from participation in any investments of the Partnerships.
(iii) Seller has not received written notice from any Manager that (A) it is required to return any Distributions or portions of Distributions previously received by it from any Partnership in which Seller holds an Interest, or (B) it is in default or breach, nor, to Seller’s Knowledge, is there any reasonable basis for any valid claim of default or breach, under any applicable Portfolio Property Agreement.
(iv) [Reserved.]