Agreements, Etc Sample Clauses

Agreements, Etc. Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.
Agreements, Etc. Neither Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any court order, governmental decree or any charter or other corporate restriction, adversely affecting its business, assets, operations or condition (financial or otherwise), nor is any such Person in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party, or any law, regulation, decree, order or the like.
Agreements, Etc. The agreements, contracts and documents of the Company and its Subsidiaries described in the Registration Statement, the General Disclosure Package and the Prospectus conform in all material respects to the descriptions thereof contained therein. There are no agreements, contracts or other documents required by the Securities Act and the rules and regulations thereunder to be described in the Registration Statement, the General Disclosure Package 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, contract or other document (however characterized or described) to which the Company or any Subsidiary is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement, any Preliminary Prospectus, the General Disclosure Package 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 creditorsrights 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 therefore may be brought. None of such agreements, contracts or documents has been assigned by the Company, and neither the Company or its Subsidiaries nor, to the best of the Company’s knowledge, any other party is in default thereunder and, to the best of 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, contracts or documents 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 Subsidiaries, assets or businesses, except in each case, as would ...
Agreements, Etc. Schedule 4.17 sets forth a true and complete list of all written or oral contracts, agreements and other instruments to which the Company is a party and not made in the Ordinary Course of business, or made in the Ordinary Course of business which are currently in effect, and referred to in any of clauses (a) through (k) of this Section 4.17
Agreements, Etc. Section 3.1(m) of the Company Disclosure Schedule sets forth a true and complete list of all written or oral contracts, agreements and other instruments not made in the ordinary course of business to which the Company is a party, or made in the ordinary course of business and referred to in clauses (i) through (xvii) of this Section 3.1(m). Except as set forth in Section 3.1(m), the Company is not a party to any agreement, arrangement or understanding, whether written or oral, formal or informal, relating to:
Agreements, Etc. A Provider and Requestor may evidence their agreement with respect to the availability, provision or use of the facilities, services and activities described in this Article II by entering into an agreement, lease, license or other written memorandum or evidence; provided such agreement, lease, license or other written memorandum or evidence shall not contain terms inconsistent with this Agreement; and further provided that this Section 2.6 shall not be deemed to require any such agreement, lease, license or other written memorandum or evidence.
Agreements, Etc. Schedule 1.13 contains a list and brief description of the following written contracts, agreements and other instruments relating to Blackhawk or any of the Blackhawk Subsidiaries: (a) contract with or commitment to any labor union; (b) contract involving more than $50,000 in any instance for the future purchase of materials, supplies, equipment or services; (c) profit sharing, bonus, incentive, stock option, pension, retirement, employee stock purchase, health, dental, hospitalization, insurance or similar plan, agreement or policy, formal or informal, providing benefits to any current or former director, officer, shareholder or employee of Blackhawk or any of the Blackhawk Subsidiaries; (d) indenture, mortgage, promissory note, loan agreement, guarantee or other agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board; (e) contract or commitment for expenditures, or letter of intent with respect thereto, involving more than $50,000 in any instance; (f) guaranty of the obligations of a third party (other than guaranties by Blackhawk of the obligations of a Blackhawk Subsidiary or vice versa); (g) agreement which restricts or regulates Blackhawk or any of the Blackhawk Subsidiaries with respect to its doing business anywhere in the world; (h) agreement or arrangement for the sale of any of the assets, property or rights of Blackhawk or any of the Blackhawk Subsidiaries outside the ordinary course of business, consistent with past practice, or requiring the consent of any party to the consummation of the transactions contemplated hereby; (i) any acquisition or similar agreement pursuant to which Blackhawk acquired or will acquire prior to the Closing any of the businesses of the Blackhawk Subsidiaries; and (j) any noncompete or consulting agreement benefitting Blackhawk or any of the Blackhawk Subsidiaries. Each of Blackhawk and the Blackhawk Subsidiaries has performed all the obligations required to be performed by it to date except for any non-performance that could not reasonably be expected to have a material adverse effect on the business, operations or financial condition of Blackhawk or any of the Blackhawk Subsidiaries. Except as set forth on Schedule 1.13, each of Blackhawk and the Blackhawk Subsidiaries is not in material default or alleged to be in default in any ...
Agreements, Etc. To the Borrower’s knowledge, correct and complete copies of all Major Project Contracts in effect on the Closing Date have been made available to each Lead Arranger and the Administrative Agent by the Borrower. To the Borrower’s knowledge, except as has been previously disclosed in writing to the Administrative Agent as of the Closing Date, none of the Major Project Contracts have been amended, modified or terminated in any material respect. As of the Closing Date, all Major Project Contracts are in full force and effect and, to the Borrower’s knowledge, no material defaults have occurred and are continuing thereunder that would reasonably be expected to have a Material Adverse Effect.
Agreements, Etc. EXHIBIT 5J contains a list of all written, and brief description of all oral, contracts, agreements, leases, understandings, commitments, licenses, letters of credit, instruments and obligations, the open purchase and sales orders journals, if any, as of the beginning of business on the date hereof (which journals shall be updated as of the Closing Date), and other instruments and obligations not listed on another Exhibit or schedule hereto (unless excluded therefrom due to the dollar amount involved) affecting the Business in any manner whatsoever (collectively, the "CONTRACTS"). With respect to the Contracts, except as otherwise set forth on such EXHIBIT 5J: (i) all are in full force and effect, have not been modified or amended, and constitute legal, valid and binding obligations of the respective parties thereto; (ii) GFI has, in all material respects, performed all of the obligations required to be performed by it to date and is not in default or, to the Owners' knowledge, alleged, to be in default in any respect thereunder, no party has been released from any obligation thereto and there exists no event, condition or occurrence which, with or without notice, lapse of time or the occurrence of any other event, would constitute a default thereunder by GFI or, to Owners' knowledge, would constitute a default on the part of any other party thereto; (iii) the continuation, validity and effectiveness under the current terms thereof (including the current rentals under any leases or licenses) will in no way be affected by the Merger or other transactions contemplated hereby, or, if any would be affected without a consent or waiver, the Selling Parties shall cause an appropriate consent or waiver respecting such transfer to be delivered to ABEV and Subsidiary prior to the Closing Date at no cost or other adverse consequences to GFI, ABEV or Subsidiary; and (iv) none require the payment or performance of material considerations by GFI on or after the Closing Date without the receipt of consideration of commensurate value, within the meaning of applicable fraudulent conveyance laws or decisions. The Selling Parties have furnished to ABEV and Subsidiary complete copies of all written Contracts and complete written summaries of all oral Contracts described on any Exhibit hereto. GFI is not restricted by any agreement to which it is a party from carrying on the Business anywhere in the world. The Contracts confer on GFI all rights necessary to enable it to conduc...