Agreements; Contracts; Warranties Sample Clauses

Agreements; Contracts; Warranties. (a) Set forth on Schedule 8.6 to this Agreement are each of the agreements and commitments of any nature (including, but not limited to, credit agreements, debt instruments, letters of credit, supply agreements, distribution agreements, confidentiality agreements, purchase orders, production agreements, employment agreements, licenses, leases, mortgages, deeds of trusts, purchase agreements, sale agreements, indemnification agreements, service agreements, rental agreements, vendor agreements, customer agreements, software agreements and all other agreements and commitments (whether written or otherwise)), to which any JPE Company is a party (i) involving any material long-term agreement or commitment with the customers of any JPE Company or (ii) that is or will be required to be filed with or disclosed to the SEC pursuant to the Exchange Act.
AutoNDA by SimpleDocs
Agreements; Contracts; Warranties. (a) Schedule 5.6 contains a list of each agreement between one or more Companies, on the one hand, and any customer of any of the Companies, on the other hand, pursuant to which such Companies may be paid in the aggregate over the term of such agreement an amount in excess of 2% of the consolidated net revenues of GET for the 12-month period ended June 30, 1999.
Agreements; Contracts; Warranties. 24 8.7 Proprietary Rights.............................................................................25 8.8
Agreements; Contracts; Warranties. (a) Except as set forth on Schedule 4.5, all of the Contracts will be effectively transferred to Compuware at the Closing.
Agreements; Contracts; Warranties. (a) All of the agreements, contracts, arrangements, purchase orders, licenses, franchises, leases, understandings and commitments, written or otherwise, currently in effect and relating to DevStream or any of the Assets are set forth on Schedule 4.6(a) hereto (the "Contracts"). All of such Contracts will be effectively transferred to Compuware at the Closing. Except as set forth on Schedule 4.6(a), to this Agreement, and with respect to the Assets (1) neither of Key Employee or DevStream is obligated under any contract or agreement (written or otherwise) which may not be terminated without cost or penalty to DevStream or the Shareholders upon thirty (30) days' notice of a desire to terminate and which will require DevStream to spend more than $50,000 in the aggregate; and (2) DevStream is not a party to any agreement or commitment of any nature pursuant to which it will be required to spend more than $50,000 in any 12 month period or $100,000 in the aggregate.
Agreements; Contracts; Warranties. (a) Except as set forth on Schedule 5.6 to this Agreement, (1) none of MIS, Simco or Autoflex is obligated under any contract or agreement (written or otherwise) which may not be terminated without cost or penalty to such corporation or its shareholders upon 30 days' notice of a desire to terminate; and (2) none of MIS, Simco or Autoflex is a party to any agreement or commitment of any nature pursuant to which it will be required to spend more than $25,000 in any 12 month period or $50,000 in the aggregate.

Related to Agreements; Contracts; Warranties

  • Agreements, Contracts and Commitments Neither Company nor any of its subsidiaries is a party to or is bound by:

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Material Contracts and Agreements (i) All material contracts of the Company or its subsidiaries have been included in the Company SEC Documents, except for those contracts not required to be filed pursuant to the rules and regulations of the SEC.

  • No Conflict; Material Agreements; Consents Neither the execution and delivery of this Agreement or the other Loan Documents by any Loan Party nor the consummation of the transactions herein or therein contemplated or compliance with the terms and provisions hereof or thereof by any of them will conflict with, constitute a default under or result in any breach of (i) the terms and conditions of the certificate of incorporation, bylaws, certificate of limited partnership, partnership agreement, certificate of formation, limited liability company agreement or other organizational documents of any Loan Party or (ii) any Law or any material agreement or instrument or order, writ, judgment, injunction or decree to which any Loan Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or to which it is subject, or result in the creation or enforcement of any Lien, charge or encumbrance whatsoever upon any property (now or hereafter acquired) of any Loan Party or any of its Subsidiaries (other than Liens granted under the Loan Documents). There is no default under such material agreement (referred to above) and none of the Loan Parties or their Subsidiaries is bound by any contractual obligation, or subject to any restriction in any organization document, or any requirement of Law which could result in a Material Adverse Change. No consent, approval, exemption, order or authorization of, or a registration or filing with, any Official Body or any other Person is required by any Law or any agreement in connection with the execution, delivery and carrying out of this Agreement and the other Loan Documents.

  • Agreements, Conditions and Covenants The Purchaser shall have performed or complied in all material respects with all agreements, conditions and covenants required by this Agreement to be formed or complied with by it on or before the Closing Date.

  • Certain Contracts and Arrangements Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by:

  • Adverse Agreements, Etc No Loan Party or any of its Subsidiaries is a party to any Contractual Obligation or subject to any restriction or limitation in any Governing Document or any judgment, order, regulation, ruling or other requirement of a court or other Governmental Authority, which (either individually or in the aggregate) has, or in the future could reasonably be expected (either individually or in the aggregate) to have, a Material Adverse Effect.

  • Compliance with Laws and Contracts Each Company:

  • Gas Contracts No Credit Party, as of the date hereof or as disclosed to the Administrative Agent in writing, (a) is obligated in any material respect by virtue of any prepayment made under any contract containing a “take-or-pay” or “prepayment” provision or under any similar agreement to deliver Hydrocarbons produced from or allocated to any of the Borrower’s and its Subsidiaries’ Oil and Gas Properties at some future date without receiving full payment therefor at the time of delivery or (b) except as has been disclosed to the Administrative Agent, has produced gas, in any material amount, subject to balancing rights of third parties or subject to balancing duties under Legal Requirements.

  • Representations, Warranties and Agreements of Seller The Seller agrees and acknowledges that it shall, as a condition to the consummation of the transactions contemplated hereby, make the representations and warranties specified in Section 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement, as of the Closing Date. The meaning of the term "Agreement" as used in Sections 3.01 and 3.02 of the Seller's Warranties and Servicing Agreement shall include this Agreement. The Seller, without conceding that the Mortgage Loans are securities, hereby makes the following additional representations, warranties and agreements which shall be deemed to have been made as of the Closing Date:

Time is Money Join Law Insider Premium to draft better contracts faster.