Company Contracts Sample Clauses
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Company Contracts. (a) Company has delivered or made available to Parent true, correct and complete copies (and all exhibits and schedules thereto and all amendments, modifications and supplements thereof) of the following Contracts, and all of such Contracts in existence on the date hereof are listed on Part 2.18 of the Company Disclosure Letter, in each case only if such Contract either (x) by its terms requires, or is reasonably likely to require, payment to, or by, Company or the Company Subsidiaries of at least $50,000 over the stated minimum term of the Contract or (y) is material to the business of Company and the Company Subsidiaries (it being understood that any Contract described in clauses (iv), (vii), (ix), (x), (xi), (xiii) or (xvi) are deemed to be material to the business of the Company and the Company Subsidiaries (the “Company Contracts”):
(i) any distributor, supplier, sales, advertising, agency or manufacturer’s representative Contract;
(ii) any license agreement or other written or oral agreement or permission pursuant to which Company has granted to any third party with respect to any IP Assets or Intellectual Property Rights (other than pursuant to Company's standard customer agreements in the ordinary course of business);
(iii) any license, sublicense, agreement or other permission pursuant to which Company uses or otherwise possesses the IP Assets or Intellectual Property Rights of any third party;
(iv) any Contract of Company or any Company Subsidiaries containing any material support or maintenance obligation on the part of Company or any Company Subsidiaries outside of the ordinary course of business;
(v) all Contracts with any customer of the business of the Company and the Company Subsidiaries (provided that for customers that have executed a standard form of agreement, a copy of such form agreement and a list of the customers that have so executed such form agreement shall be sufficient);
(vi) all Contracts of Company or any Company Subsidiaries relating to indebtedness of Company or any Company Subsidiaries
(vii) any agreement pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of products or services of Company or any Company Subsidiaries;
(viii) any continuing Contract for the purchase of materials, supplies, equipment, services or capital expenditures by Company or the Company Subsidiaries involving in the case of any such Contract more than fifty thousand dollar...
Company Contracts. To indemnify the Indemnitee with respect to any Claim related to any dispute or breach arising under any contract or similar obligation between the Company and the Indemnitee.
Company Contracts. (a) Schedule 3.12(a) sets forth a correct and complete list, as of the date hereof, of the following Contracts currently in effect and to which any Group Company is a party, by which the Group Companies or any property of any thereof is subject, or by which the Group Companies are otherwise bound (the “Company Contracts”) (other than the Employee Benefit Plans set forth on Schedule 3.16(a)):
(i) all Contracts that individually require payments to or from any Group Company in excess of $100,000 on an annual basis;
(ii) all Contracts between any Group Company, on the one hand, and a Major Customer or Major Supplier, on the other hand;
(iii) any Contract for the employment of any employee employed by any Group Company that is not terminable at-will;
(iv) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money;
(v) all Lease Documents or other leases or licenses involving any properties or assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $100,000 by any Group Company;
(vi) all Contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution of this Agreement or the Closing or in connection with the transactions contemplated hereby;
(vii) all joint venture or partnership contracts, cooperative agreements and all other Contracts providing for the sharing of any profits;
(viii) all Contracts between any Group Company, on the one hand, and any member, stockholder, partner, officer, director, manager or employee or Affiliate of the foregoing on the other hand;
(ix) all Contracts for pending, or with respect to agreements entered into in the past five years, completed, dispositions of any assets having a value greater than $100,000 in the Ordinary Course; and
(x) all Contracts (A) restricting any Group Company from engaging in or competing with any business or with any Person in any geographic area or during any period of time, (B) providing for exclusivity or any similar requirement, (C) granting “most favored nation” pricing or terms, (D) restricting or purporting to restrict the ability of any Group Company to solicit or hire any person or (E) granting any right of first refusal, right of first negotiation or similar right.
(b) Copies of the Company Contracts, including all amendments and modifications thereto, have been made available to Buy...
Company Contracts. (a) Except as set forth in Part 2.16 of the Company Disclosure Schedule, neither Company nor any of its Subsidiaries is a party to or is bound by:
(i) any management, employment, severance, retention, transaction bonus, change in control, consulting, relocation, repatriation or expatriation agreement or other similar Contract between: (i) any of the Acquired Companies or any of their ERISA Affiliates; and (ii) any active, retired or former employees, directors or consultants of any Acquired Company or any of their ERISA Affiliates, other than any such Contract that is terminable “at will” (or following a notice period imposed by applicable Legal Requirements) without any obligation on the part of any Acquired Company or any of their ERISA Affiliates to make any severance, termination, change in control or similar payment or to provide any benefit, other than severance payments required to be made by any Acquired Company under applicable foreign Legal Requirements;
(ii) any Contracts identified or required to be identified in Part 2.8(b), Part 2.8(c) or Part 2.13(b) of the Company Disclosure Schedule;
(iii) any Contract with any distributor, reseller or sales representative;
(iv) any Contract with any manufacturer, vendor, or other Person for the supply of materials or performance of services by such third party to Company in relation to the manufacture of the Company’s products or product candidates;
(v) any agreement or plan, including, without limitation, any stock option plan, stock appreciation right plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement;
(vi) any Contract incorporating or relating to any guaranty, any warranty, any sharing of liabilities or any indemnity not entered into in the ordinary course of business, including any indemnification agreements between Company or any of its Subsidiaries and any of its officers or directors;
(vii) any Contract imposing any material restriction on the right or ability of any Acquired Company: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to solicit, hire or retain any Person as a director, an officer or other employee, a consultant or an ind...
Company Contracts. (a) Schedule 2.16 sets forth each of the following agreements to which the Company or any of the Subsidiaries is a party or by which they or their properties or assets are bound:
(i) contracts and other agreements with any current or former stockholder (including any of their respective Affiliates) or any Employee of the Company or any Subsidiary or with any entity in which any of the foregoing is an officer, director or 5% or greater stockholder and pursuant to which the Company or any Subsidiary or such other party has current or future obligations or liabilities in excess of $100,000 in any fiscal year;
(ii) contracts and other agreements with any labor union or association representing any Employee of the Company or any Subsidiary;
(iii) contracts and other agreements for the purchase, sale or license of software, materials, supplies, equipment, merchandise or services, or relating to capital expenditures, with an annual run rate equal to or exceeding $50,000 (taking into account any escalation, renegotiation or redetermination);
(iv) contracts and other agreements for the sale outside of the ordinary course of business or exclusive license of any of the assets or properties of the Company or any Subsidiary or for the grant to any person of any option, right of first refusal, or preferential or similar right to purchase any of such assets or properties;
(v) partnership, collaboration, mutual assistance, joint development, joint marketing and joint venture agreements;
(vi) contracts or other agreements under which the Company or any Subsidiary agrees to indemnify any party for Tax liabilities or to share the Tax liability of any party;
(vii) contracts and other agreements that obligate the Company or any Subsidiary to purchase or license all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases or licenses of a particular product from a supplier;
(viii) contracts and other agreements with customers, suppliers, partners or collaborators for the sharing of fees, the rebating of charges or other similar arrangements, including contracts containing any Most Favored Customer Provision;
(ix) contracts and other agreements containing covenants of the Company or any Subsidiary not to compete in any line of business or geographical area, or with any person;
(x) contracts and other agreements relating to the acquisition by the Company or any Subsidiary of any operating business or the capital stock or ...
Company Contracts. Company shall not, and shall not permit any of its Subsidiaries to, enter into or terminate any Company Contract, or make any amendment to any Company Contract, other than renewals of Contracts without changes in terms that are materially adverse to Company and/or its Subsidiaries.
Company Contracts. (a) Section 3.15(a) of the Seller Disclosure Schedule sets forth a true and complete list of Contracts in effect as of the date of this Agreement to which any of the Company or its Subsidiaries is a party or by which any of them is otherwise expressly bound, in each case which are in the categories listed below (collectively with the Company Leases, the “Company Contracts”); provided, however, that a Contract referenced by more than one description need only be listed once on Section 3.15(a) of the Seller Disclosure Schedule:
(i) Any material partnership or joint venture Contract with a third party;
(ii) any Contract containing a covenant not to compete that materially impairs the ability of the Company or its Subsidiaries to freely conduct the Business in any geographic area;
(iii) any Contract evidencing any obligations of the Company or its Subsidiaries pursuant to any surety bond or performance bond or any letter of credit issued on behalf of the Company or its Subsidiaries, in each case where the face amount thereof is in excess of $100,000;
(iv) any operating agreement, management agreement, crewing agreement, contract of affreightment, transportation agreement or financial lease with respect to any Vessel that, in each case, by its terms requires payments by or to any of the Company or its Subsidiaries in excess of $250,000 during any full year during the term thereof (without giving effect to any renewal periods thereunder);
(v) any Contract with a third party (other than the Company or any Subsidiary thereof) for the charter of any Vessel that requires payments by or to the Company or its Subsidiaries in excess of $250,000 during any full year during the term thereof (without giving effect to any renewal periods thereunder);
(vi) any other Contract, not otherwise covered by clauses (i) through (vi) of this Section 3.15(a), that requires payments by or to any of the Company or its Subsidiaries in excess of $250,000 during any full year during the term thereof (without giving effect to any renewal periods thereunder) and is not terminable on ninety (90) days or less notice by the Company or any Subsidiary thereof without payment of an amount in excess of $250,000;
(vii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money;
(viii) any Contract with any Person with whom any of the Company or its Subsidiaries do not deal at arm’s length within the meaning of the Code requiring monetary payment of m...
Company Contracts. (a) Schedule 2.13(a) sets forth a true, correct and complete list of the following contracts, agreements, leases, licenses, commitments or other instruments (each, a “Contract”) to which the Company is a party or by which the Company is otherwise bound (collectively, the “Company Contracts”):
(i) bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money or binding upon any properties or assets (real, personal or mixed, tangible or intangible) of the Company;
(ii) the Office Leases and any leases or licenses of personal property involving an annual commitment or payment of more than $25,000 individually by the Company;
(iii) Contracts that (A) limit or restrict the Company or its Affiliates, or any officers, managers, employees, equity holders, agents or representatives of the Company (in their capacity as such) from engaging in any business or other activity in any jurisdiction; (B) create or purport to create any exclusive or preferential relationship or arrangement relating to the Company; (C) otherwise restrict or limit the ability of the Company or its Affiliates to operate or expand any line of business; or (D) impose, or purport to impose, any obligations or restrictions on Affiliates of the Company with respect to the Business;
(iv) Contracts for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Company of an amount in excess of $25,000;
(v) Contracts that provide for any payment or benefit upon the execution hereof or the Closing or in connection with the transactions contemplated hereby or related event, including accelerated vesting or other similar rights;
(vi) Contracts granting any Person a Lien on all or any part of the Company’s assets;
(vii) Contracts granting to any Person an option or a right of first refusal, first-offer or similar preferential right to purchase or acquire any of the assets or equity of the Company;
(viii) Contracts with any employee, officer, manager, director, consultant, agent, distributor, reseller or representative of the Company or any ERISA Affiliate that are not terminable without penalty or other costs on thirty (30) days’ or less notice, including without limitation employment, change in control, severance or similar agreements;
(ix) Contracts for the granting or receiving of a license, sublicense or franchise or under which any Person is obligated to p...
Company Contracts. (a) Schedule 3.10(a) sets forth as of the date hereof a true and complete list of all of the following Contracts to which the Company or any Company Subsidiary is a party or by which it or its Assets may be bound, that is (i) Contracts pursuant to which the Company or any Company Subsidiary is obligated to pay or entitled to receive more than Two Hundred and Fifty Thousand U.S. Dollars ($250,000) over the life of the Contract, (ii) a Contract between the Company or any Company Subsidiary, on the one hand, and any Affiliate of the Company or any Company Subsidiary or any Representative, on the other hand, other than Company Employee Benefit Plans (including employment and retention agreements); (iii) any joint venture, teaming or similar agreement in connection with the development of any Project; (iv) any interconnection or transmission-related agreements or, to the extent an interconnection or transmission-related agreement has not be executed, any applications for interconnection or transmission of or from any Project, (v) any power purchase or sale agreement, hedge contract or REC contract, (vi) any agreements with any engineering, construction, design and/or procurement contractor, solar panel manufacturer or other material equipment supplier, utility, contractor or other third party; (vii) any Debt Obligation and material ancillary documents related thereto; (viii) any Contract that includes a “most favored pricing” or similar clause or other provision restricting the right of the Company or any Company Subsidiary to operate, exclusivity agreement or other Contract which prohibits it from freely engaging in business anywhere in the world, including any exclusivity agreement with any construction contractor, solar panel manufacturer, supplier utility or contractor; (ix) any Contract respecting any partnership, joint venture, strategic alliance or other similar Contract or arrangement; (x) any Leases and Option Agreements (as defined below); (xi) provides for non-monetary obligations on the part of the Company or any Company Subsidiary, the non-performance of which obligations would reasonably be expected to have a Material Adverse Effect, other than Disclosed Title Matters; (xii) purchase and sale agreements and related material documents relating to the acquisition or sale by the Company or any Company Subsidiary of any solar project or substantially all of the assets relating to a solar project; (xiii) is a conciliation, settlement, or similar agreem...
Company Contracts. Except as set forth in Section 2.15 of the Company Disclosure Schedule, the Company is not a party to or bound by any Contract that would be a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K if the Company were the registrant thereunder). The Company has made available to Parent a true, correct and complete copy of each Contract listed or required to be listed in Section 2.15 of the Company Disclosure Schedule (any such Contract, a “Company Contract”). Neither the Company, nor to the Company’s knowledge any other party to a Company Contract, has breached or violated in any material respect or materially defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any of the Company Contracts. To the knowledge of the Company, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) would reasonably be expected to: (a) result in a violation or breach in any material respect of any of the provisions of any Company Contract; (b) give any Person the right to declare a default in any material respect under any Company Contract; or (c) give any Person the right to cancel, terminate or modify any Company Contract. Each Company Contract is valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.