Common use of Applicable Contracts Clause in Contracts

Applicable Contracts. (a) Schedule 3.11(a) of the Managers Disclosure Schedule contains a complete and accurate list, and the Managers have delivered or caused to be delivered to the Buyer true and complete copies, of (A) each Applicable Contract which, in the good faith judgment of the senior officers of the Company, is material to the business, properties or assets of the Company, and (B) each of the following: (i) Each Applicable Contract that involves performance of services or delivery or purchase of goods, equipment or materials by or to the Company of an amount or value in excess of 20,000 Euros; (ii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of 20,000 Euros; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property of an amount or value in excess of 20,000 Euros; (iv) each licensing agreement or other Applicable Contract with respect or relating to patents, trademarks, copyrights, or other Intellectual Property; (v) each collective bargaining agreement and other Applicable Contract to or with any labor union or other representative of a group of employees; (vi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vii) each Applicable Contract containing covenants that in any way imposes an exclusivity, noncompetition or nonsolicitation covenant from the Company;. (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods or services of an amount or value in excess of 20,000 Euros; (ix) each Applicable Contract concluded directly or indirectly between the Company thereof, on the one hand, and any Seller or Related Person of any Seller or other Affiliate or Stockholder holding more than 10% of the shares in the Company or any member of the Supervisory Board or the Directorate of the Company, on the other hand and more generally any Applicable Contract covered by Article L225-86 of the French Commercial Code on interrelated parties agreement; (x) each Applicable Contract regarding indebtedness for borrowed money (including guaranties of the obligations of others with respect thereto) or any capitalized lease obligation or similar arrangement, or under which a Lien on any tangible or intangible asset of the Company or any of its capital stock or equity securities is imposed; (xi) each Applicable Contract under which the Company has advanced or loaned money to any of its officers, directors and employees, other than advancement of expenses in the Ordinary Course of Business; (xii) each Applicable Contract covering the employment, compensation or severance, of or otherwise relating to, any employee, officer or director of the Company; (xiii) each Applicable Contract for joint, collaborative or shared research, development or research and development, clinical trials or the production of scientific papers or studies; (xiv) each Applicable Contract that obligates the Company to act as a guarantor or surety, or to otherwise provide credit support for any Person other than the Company, irrespective of the amount involved or type of underlying liability or obligation; (xv) each Applicable Contract, other than contracts entered into in the Ordinary Course of Business, that contains obligations of the Company to indemnify third parties against any type of liability, whether known, unknown, fixed, contingent or otherwise; and (xvi) each amendment, supplement and modification in respect of any of the foregoing or any Contract, agreement or commitment to enter into amend, supplement or modify any of the foregoing. (b) The Managers have delivered to the Buyer a true and correct copy of each written Applicable Contract listed in Schedule 3.11(a) of the Managers Disclosure Schedule, as in effect on, and as amended through the date hereof. With respect to each such Applicable Contract: (i) the Company and, to the Knowledge of the Managers, any other Party thereto, are not in material breach or default, and, to the Knowledge of Managers, no event has occurred or circumstances exist which (with or without notice or lapse of time or both) could reasonably be expected to constitute a material breach or default of, or permit termination, modification or acceleration under, the Applicable Contract; (ii) no Party has repudiated any provision of the Applicable Contract; (iii) the agreement is legally valid and binding against the Company and, to the Knowledge of the Managers, any other Parties thereto; and (iv) the Company has not given to, or received from any other Person, any notice or other communication regarding any actual or alleged violation or breach thereof or default thereunder. The Applicable Contracts relating to the sale, manufacture or provisions of products or services by the Company have been entered into in the Ordinary Course of Business and, to the Knowledge of the Managers, have been entered into without any action by the Company that would be in a material violation of Applicable Law.

Applicable Contracts. (ai) Except as set forth on Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Schedule 3.11(a5.10(a), (x) of the Managers Disclosure Schedule contains a complete and accurate list, and the Managers have delivered or caused to be delivered except to the Buyer true and complete copiesextent cancelable without penalty or other payment on not more than thirty (30) days’ prior written notice, of the Applicable Contracts do not include any (A) each Applicable Contract whichcontracts for the purchase, in sale or exchange of Hydrocarbons, or (B) contracts for the good faith judgment gathering, treatment, supply, marketing, processing, handling, storage or transportation of the senior officers of the Company, is material to the business, properties or assets of the CompanyHydrocarbons, and (y) there are no (A) purchase agreements, farmin or farmout agreements, development agreements, exploration agreements, participation agreements, area of mutual interest agreements or similar agreements providing for the earning of any equity interest, (B) each partnership agreements, joint venture agreements or similar agreements, (C) operating agreements, unit, pooling or communitization agreements or unit operating agreements, (D) contracts and agreements with any affiliate of the following: any Company Party, (iE) Each Applicable Contract that involves performance of services contracts and agreements providing for a call option, option to purchase or delivery or purchase of goods, equipment or materials by or similar right under any agreements with respect to the Hydrocarbons from the Conveyed Properties, (F) contracts and agreements that contemplate the sale, exchange, transfer or other disposition of any Company of an amount or value in excess of 20,000 Euros; (ii) each Applicable Contract that was not entered into Party’s interests in the Ordinary Course of Business and that involves expenditures Conveyed Properties, (G) contracts or receipts of agreements burdening the Company in excess of 20,000 Euros; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property of an amount or value in excess of 20,000 Euros; (iv) each licensing agreement or other Applicable Contract with respect or relating to patents, trademarks, copyrights, or other Intellectual Property; (v) each collective bargaining agreement and other Applicable Contract to or with any labor union or other representative of a group of employees; (vi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vii) each Applicable Contract containing covenants that in any way imposes an exclusivity, noncompetition or nonsolicitation covenant from the Company;. (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods or services of an amount or value in excess of 20,000 Euros; (ix) each Applicable Contract concluded directly or indirectly between the Company thereof, on the one hand, and any Seller or Related Person of any Seller or other Affiliate or Stockholder holding more than 10% of the shares in the Company or any member of the Supervisory Board or the Directorate of the Company, on the other hand and more generally any Applicable Contract covered by Article L225-86 of the French Commercial Code on interrelated parties agreement; (x) each Applicable Contract regarding indebtedness for borrowed money (including guaranties of the obligations of others with respect thereto) or any capitalized lease obligation or similar arrangement, or under Conveyed Properties which a Lien on any tangible or intangible asset of the Company or any of its capital stock or equity securities is imposed; (xi) each Applicable Contract under which the Company has advanced or loaned money to any of its officers, directors and employees, other than advancement of expenses in the Ordinary Course of Business; (xii) each Applicable Contract covering the employment, compensation or severance, of or otherwise relating to, any employee, officer or director of the Company; (xiii) each Applicable Contract for joint, collaborative or shared research, development or research and development, clinical trials or the production of scientific papers or studies; (xiv) each Applicable Contract that obligates the Company to act as a guarantor or surety, or to otherwise provide credit support for any Person other than the Company, irrespective of the amount involved or type of underlying liability or obligation; (xv) each Applicable Contract, other than contracts entered into in the Ordinary Course of Business, that contains obligations of the Company to indemnify third parties against any type of liability, whether known, unknown, fixed, contingent or otherwise; and (xvi) each amendment, supplement and modification in respect of any of the foregoing or any Contract, agreement or commitment to enter into amend, supplement or modify any of the foregoing. (b) The Managers have delivered to the Buyer a true and correct copy of each written Applicable Contract listed in Schedule 3.11(a) of the Managers Disclosure Schedule, as in effect on, and as amended through the date hereof. With respect to each such Applicable Contract: (i) the Company and, to the Knowledge of the Managers, any other Party thereto, are not in material breach or default, and, to the Knowledge of Managers, no event has occurred or circumstances exist which (with or without notice or lapse of time or both) could reasonably be expected to result in aggregate payments by or revenues to Company Parties of more than $100,000 per calendar year, (H) indenture, mortgage, loan, credit, sale-leaseback or similar contracts, (I) contracts that include non-competition or non-solicitation restrictions or other similar restrictions on doing business, (J) compressor lease or rental or other equipment lease or rental agreements, or (K) swaps, futures and other similar derivative-based transactions or debt instruments, in each case, that will be binding on Buyer or encumber or bind any of the Conveyed Properties after the Closing (all such Applicable Contracts described in clause (x) and clause (y), collectively, the “Material Contracts”). (ii) Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Schedule 5.10(a) collectively contain a true, correct, and complete list of all Material Contracts. Except as expressly set forth on Schedule 4.1(n), (A) each Material Contract is in full force and effect and constitutes a valid and binding agreement of Company Parties, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other Laws affecting creditors’ rights generally or equitable principles; (B) Company Parties have performed, and to Seller’s Knowledge, every other party (other than Buyer or its affiliates) has performed, each material covenant of each of the Material Contracts that is to be performed by Company Parties or such other party (other than Buyer or its affiliates) at or before the Execution Date; (C) no event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a material breach or default of, or permit termination, modification or acceleration under, the Applicable Contract; (ii) no Party has repudiated any provision of the Applicable Contract; (iii) the agreement is legally valid and binding against the by Company andParties or, to the Knowledge of the ManagersSeller’s Knowledge, any other party (other than Buyer or its affiliates), under any of the Material Contracts, and Company Parties theretohave not received any written notice alleging any material breach by Company Parties of such Material Contracts that has not been previously cured or otherwise resolved; and (ivD) the Company has Parties do not given tointend, or and have not received from written notice that any other Person, any notice or other communication regarding any actual or alleged violation or breach thereof or default thereunder. The Applicable Contracts relating party to the sale, manufacture or provisions of products or services by the Company have been entered into in the Ordinary Course of Business andan Material Contract intends, to the Knowledge cancel or terminate such Material Contract. As of the ManagersExecution Date, have been entered into without any action by the Company that would be Seller has made available to Buyer copies of all Material Contracts (including all material amendments, supplements and modifications in a material violation of Applicable Lawrespect thereof).

Applicable Contracts. (ai) Except as set forth on Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ or Schedule 3.11(a5.10(a), (x) of the Managers Disclosure Schedule contains a complete and accurate list, and the Managers have delivered or caused to be delivered except to the Buyer true and complete copiesextent cancelable without penalty or other payment on not more than thirty (30) days’ prior written notice, of the Applicable Contracts do not include any (A) each Applicable Contract whichcontracts for the purchase, in sale or exchange of Hydrocarbons, or (B) contracts for the good faith judgment gathering, treatment, supply, marketing, processing, handling, storage or transportation of the senior officers of the Company, is material to the business, properties or assets of the CompanyHydrocarbons, and (y) there are no (A) purchase agreements, farmin or farmout agreements, development agreements, exploration agreements, participation agreements, area of mutual interest agreements or similar agreements providing for the earning of any equity interest, (B) each partnership agreements, joint venture agreements or similar agreements, (C) operating agreements, unit, pooling or communitization agreements or unit operating agreements, (D) contracts and agreements with any affiliate of the following: any Company Party, (iE) Each Applicable Contract that involves performance of services contracts and agreements providing for a call option, option to purchase or delivery or purchase of goods, equipment or materials by or similar right under any agreements with respect to the Hydrocarbons from the Conveyed Properties, (F) contracts and agreements that contemplate the sale, exchange, transfer or other disposition of any Company of an amount or value in excess of 20,000 Euros; (ii) each Applicable Contract that was not entered into Party’s interests in the Ordinary Course of Business and that involves expenditures Conveyed Properties, (G) contracts or receipts of agreements burdening the Company in excess of 20,000 Euros; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property of an amount or value in excess of 20,000 Euros; (iv) each licensing agreement or other Applicable Contract with respect or relating to patents, trademarks, copyrights, or other Intellectual Property; (v) each collective bargaining agreement and other Applicable Contract to or with any labor union or other representative of a group of employees; (vi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vii) each Applicable Contract containing covenants that in any way imposes an exclusivity, noncompetition or nonsolicitation covenant from the Company;. (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods or services of an amount or value in excess of 20,000 Euros; (ix) each Applicable Contract concluded directly or indirectly between the Company thereof, on the one hand, and any Seller or Related Person of any Seller or other Affiliate or Stockholder holding more than 10% of the shares in the Company or any member of the Supervisory Board or the Directorate of the Company, on the other hand and more generally any Applicable Contract covered by Article L225-86 of the French Commercial Code on interrelated parties agreement; (x) each Applicable Contract regarding indebtedness for borrowed money (including guaranties of the obligations of others with respect thereto) or any capitalized lease obligation or similar arrangement, or under Conveyed Properties which a Lien on any tangible or intangible asset of the Company or any of its capital stock or equity securities is imposed; (xi) each Applicable Contract under which the Company has advanced or loaned money to any of its officers, directors and employees, other than advancement of expenses in the Ordinary Course of Business; (xii) each Applicable Contract covering the employment, compensation or severance, of or otherwise relating to, any employee, officer or director of the Company; (xiii) each Applicable Contract for joint, collaborative or shared research, development or research and development, clinical trials or the production of scientific papers or studies; (xiv) each Applicable Contract that obligates the Company to act as a guarantor or surety, or to otherwise provide credit support for any Person other than the Company, irrespective of the amount involved or type of underlying liability or obligation; (xv) each Applicable Contract, other than contracts entered into in the Ordinary Course of Business, that contains obligations of the Company to indemnify third parties against any type of liability, whether known, unknown, fixed, contingent or otherwise; and (xvi) each amendment, supplement and modification in respect of any of the foregoing or any Contract, agreement or commitment to enter into amend, supplement or modify any of the foregoing. (b) The Managers have delivered to the Buyer a true and correct copy of each written Applicable Contract listed in Schedule 3.11(a) of the Managers Disclosure Schedule, as in effect on, and as amended through the date hereof. With respect to each such Applicable Contract: (i) the Company and, to the Knowledge of the Managers, any other Party thereto, are not in material breach or default, and, to the Knowledge of Managers, no event has occurred or circumstances exist which (with or without notice or lapse of time or both) could reasonably be expected to result in aggregate payments by or revenues to Company Parties of more than $100,000 per calendar year, (H) indenture, mortgage, loan, credit, sale-leaseback or similar contracts, (I) contracts that include non-competition or non-solicitation restrictions or other similar restrictions on doing business, (J) compressor lease or rental or other equipment lease or rental agreements, or (K) swaps, futures and other similar derivative-based transactions or debt instruments, in each case, that will be binding on Buyer or encumber or bind any of the Conveyed Properties after the Closing (all such Applicable Contracts described in clause (x) and clause (y), collectively, the “Material Contracts”). (ii) Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Schedule 5.10 (a) collectively contain a true, correct, and complete list of all Material Contracts. Except as expressly set forth on Schedule 4.1(n), (A) each Material Contract is in full force and effect and constitutes a valid and binding agreement of Company Parties, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, or other Laws affecting creditors’ rights generally or equitable principles; (B) Company Parties have performed, and to Seller’s Knowledge, every other party (other than Buyer or its affiliates) has performed, each material covenant of each of the Material Contracts that is to be performed by Company Parties or such other party (other than Buyer or its affiliates) at or before the Execution Date; (C) no event has occurred that would, with the passage of time or compliance with any applicable notice requirements or both, constitute a material breach or default of, or permit termination, modification or acceleration under, the Applicable Contract; (ii) no Party has repudiated any provision of the Applicable Contract; (iii) the agreement is legally valid and binding against the by Company andParties or, to the Knowledge of the ManagersSeller’s Knowledge, any other party (other than Buyer or its affiliates), under any of the Material Contracts, and Company Parties theretohave not received any written notice alleging any material breach by Company Parties of such Material Contracts that has not been previously cured or otherwise resolved; and (ivD) the Company has Parties do not given tointend, or and have not received from written notice that any other Person, any notice or other communication regarding any actual or alleged violation or breach thereof or default thereunder. The Applicable Contracts relating party to the sale, manufacture or provisions of products or services by the Company have been entered into in the Ordinary Course of Business andan Material Contract intends, to the Knowledge cancel or terminate such Material Contract. As of the ManagersExecution Date, have been entered into without any action by the Company that would be Seller has made available to Buyer copies of all Material Contracts (including all material amendments, supplements and modifications in a material violation of Applicable Lawrespect thereof).

Applicable Contracts. (a) Schedule 3.11(a) of the Managers Disclosure Schedule contains a complete and accurate list, and the Managers have delivered or caused to be delivered to the Buyer true and complete copies, of (A) each Applicable Contract which, in the good faith judgment of the senior officers of the Company, is material to the business, properties or assets of the Company, and (B) each of the following: (i) Each each Applicable Contract that involves performance of services or delivery or purchase of goods, equipment or materials by or to the Company of an amount or value in excess of 20,000 Euros; (ii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of 20,000 Euros; (iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property of an amount or value in excess of 20,000 Euros; (iv) each licensing agreement or other Applicable Contract with respect or relating to patents, trademarks, copyrights, or other Intellectual Property; (v) each collective bargaining agreement and other Applicable Contract to or with any labor union or other representative of a group of employees; (vi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (vii) each Applicable Contract containing covenants that in any way imposes an exclusivity, noncompetition or nonsolicitation covenant from the Company;. (viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods or services of an amount or value in excess of 20,000 Euros; (ix) each Applicable Contract concluded directly or indirectly between the Company thereof, on the one hand, and any Seller or Related Person of any Seller or other Affiliate or Stockholder holding more than 10% of the shares in the Company or any member of the Supervisory Board or the Directorate of the Company, on the other hand and more generally any Applicable Contract covered by Article L225-86 of the French Commercial Code on interrelated parties agreement; (x) each Applicable Contract regarding indebtedness for borrowed money (including guaranties of the obligations of others with respect thereto) or any capitalized lease obligation or similar arrangement, or under which a Lien on any tangible or intangible asset of the Company or any of its capital stock or equity securities is imposed; (xi) each Applicable Contract under which the Company has advanced or loaned money to any of its officers, directors and employees, other than advancement of expenses in the Ordinary Course of Business; (xii) each Applicable Contract covering the employment, compensation or severance, of or otherwise relating to, any employee, officer or director of the Company; (xiii) each Applicable Contract for joint, collaborative or shared research, development or research and development, clinical trials or the production of scientific papers or studies; (xiv) each Applicable Contract that obligates the Company to act as a guarantor or surety, or to otherwise provide credit support for any Person other than the Company, irrespective of the amount involved or type of underlying liability or obligation; (xv) each Applicable Contract, other than contracts entered into in the Ordinary Course of Business, that contains obligations of the Company to indemnify third parties against any type of liability, whether known, unknown, fixed, contingent or otherwise; and (xvi) each amendment, supplement and modification in respect of any of the foregoing or any Contract, agreement or commitment to enter into amend, supplement or modify any of the foregoing. (b) The Managers have delivered to the Buyer a true and correct copy of each written Applicable Contract listed in Schedule 3.11(a) of the Managers Disclosure Schedule, as in effect on, and as amended through the date hereof. With respect to each such Applicable Contract: (i) the Company and, to the Knowledge of the Managers, any other Party thereto, are not in material breach or default, and, to the Knowledge of Managers, no event has occurred or circumstances exist which (with or without notice or lapse of time or both) could reasonably be expected to constitute a material breach or default of, or permit termination, modification or acceleration under, the Applicable Contract; (ii) no Party has repudiated any provision of the Applicable Contract; (iii) the agreement is legally valid and binding against the Company and, to the Knowledge of the Managers, any other Parties thereto; and (iv) the Company has not given to, or received from any other Person, any notice or other communication regarding any actual or alleged violation or breach thereof or default thereunder. The Applicable Contracts relating to the sale, manufacture or provisions of products or services by the Company have been entered into in the Ordinary Course of Business and, to the Knowledge of the Managers, have been entered into without any action by the Company that would be in a material violation of Applicable Law.