Contracts Sample Clauses

Contracts. (a) Section 3.16 of the Parent Disclosure Schedule lists the following agreements (written or oral) to which the Parent or any of its Subsidiaries is a party as of the date of this Agreement: (i) any agreement (or group of related agreements) for the lease of personal property from or to third parties; (ii) any agreement (or group of related agreements) for the purchase or sale of products or for the furnishing or receipt of services; (iii) any agreement establishing a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness (including capitalized lease obligations) or under which it has imposed (or may impose) a Security Interest on any of its assets, tangible or intangible; (v) any agreement that purports to limit in any material respect the right of the Company to engage in any line of business, or to compete with any person or operate in any geographical location; (vi) any employment or consulting agreement; (vii) any agreement involving any current or former officer, director or stockholder of the Parent or any Affiliate thereof; (viii) any agreement under which the consequences of a default or termination would reasonably be expected to have a Parent Material Adverse Effect; (ix) any agreement which contains any provisions requiring the Parent or any of its Subsidiaries to indemnify any other party thereto (excluding indemnities contained in agreements for the purchase, sale or license of products entered into in the Ordinary Course of Business); (x) any other agreement (or group of related agreements) either involving more than $5,000 or not entered into in the Ordinary Course of Business; and (xi) any agreement, other than as contemplated by this Agreement and the Split-Off, relating to the sales of securities of the Parent or any of its Subsidiaries to which the Parent or such Subsidiary is a party. (b) The Parent has delivered or made available to the Company a complete and accurate copy of each agreement listed in Section 3.16 of the Parent Disclosure Schedule. With respect to each agreement so listed: (i) the agreement is legal, valid, binding and enforceable and in full force and effect; (ii) the agreement will continue to be legal, valid, binding and enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closi...

Contracts. (a) Except for this Agreement and each Contract filed as an exhibit to the Filed SEC Documents, Section 4.16(a) of the Company Disclosure Letter sets forth a list, as of the date of this Agreement, of all Material Contracts. For purposes of this Agreement, “Material Contract” means all Contracts to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries, or any of their respective properties or assets is bound (other than Company Plans and insurance, reinsurance, or retrocession treaties or agreements, slips, binders, cover notes, or other similar arrangements) that: (i) are or would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act; (ii) relate to the formation or management of any joint venture, partnership, or other similar agreement that is material to the business of the Company and its Subsidiaries, taken as a whole; (iii) provide for Indebtedness of the Company or any of its Subsidiaries having an outstanding or committed amount equal to or in excess of $10,000,000, other than any Indebtedness between or among any of the Company and any of its Subsidiaries; (iv) are any keepwell or similar agreement under which the Company or any of its Subsidiaries has directly guaranteed any liabilities or obligations of another Person or under which another Person has directly guaranteed any liabilities or obligations of the Company or any of its Subsidiaries, in each case involving liabilities or obligations in excess of $10,000,000 (other than any contracts under which the Company or a Subsidiary has guaranteed the liabilities or obligations of a wholly owned Subsidiary of the Company); (v) have been entered into since January 1, 2017, and involve the acquisition from another Person or disposition to another Person of capital stock or other equity interests of another Person or of a business, in each case, for aggregate consideration under such Contract in excess of $10,000,000 (excluding, for the avoidance of doubt, acquisitions or dispositions of investments made pursuant to the Investment Guidelines, or of supplies, products, properties, or other assets in the ordinary course of business or of supplies, products, properties, or other assets that are obsolete, worn out, surplus, or no longer used or useful in the conduct of business of the Company or any of its Subsidiaries); (vi) prohibit the payment of dividends or distributi...

Contracts. (a) Schedule 3.15(a) of the Seller Disclosure Schedule contains, with respect to each Specified Business, Seller’s good faith estimate, as of the date hereof, of the number of Contracts (other than Programming Agreements, Franchises and Governmental Authorizations) to which Seller or any of its Affiliates or any of their respective Assets are party, bound or subject which are executory and are Related to such Specified Business. Such list represents Seller’s good faith estimate of the number of such Contracts in each of the categories set forth on Schedule 3.15(a) of the Seller Disclosure Schedule, and indicates as to each category, the number of such Contracts that (i) were entered into prior to the Petition Date, (ii) were entered into following the Petition Date or (iii) Relate to any Specified Business and any other business of Seller or its Affiliates, including any part of the Friendco Business. (b) Except as set forth on Schedule 3.15(b) of the Seller Disclosure Schedule, none of the Contracts of Seller or any of its Affiliates Related to a Specified Business contains any of the following terms or provisions (each such term or provision, a “Special Term”): (i) consideration payable or receivable by Seller or any of its Affiliates in excess of $100,000 in any twelve month period or in excess of $1,000,000 over the remaining term; (ii) limitations on the freedom of Seller or any of its Affiliates to compete in any line of business, with any Person or in any geographic area, and which would limit the freedom of Buyer or any of its Affiliates to do so after the Closing Date if it were an Assigned Contract; (iii) so-called “most favored nation” provisions or any similar provision requiring Seller or any of its Affiliates to offer a third party terms or concessions at least as favorable as those offered to one or more other parties, or which would require Buyer or any of its Affiliates to do so after the Closing Date if it were an Assigned Contract; (iv) any terms that do not reflect in all material respects those that would be obtained in arm’s length negotiations; (v) any exclusivity provision or provision that requires the purchase of all or a given portion of a party’s requirements or any other similar provision that would, in each case, bind Buyer or its Affiliates after the Closing if it were an Assigned Contract; (vi) any terms for the benefit of any members of the Rigas family (except terms for the general benefit of holders of Equity Securities i...

Contracts. Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

Contracts. (a) Except for this Agreement, the CME Merger Agreement and any agreements contemplated by CME Merger Agreement or the transactions contemplated thereby and any contract set forth in Section 2.19(a) of the GFI Disclosure Letter, neither GFI nor any GFI Subsidiary is a party to or bound by, nor are any of their respective assets, businesses or operations party to, or bound or affected by, or receive benefits under: (i) any agreement relating to Indebtedness; (ii) any contracts under which GFI or any of the GFI Subsidiaries has advanced or loaned any Person any amounts in excess of $500,000; (iii) any material joint venture, partnership, limited liability company, shareholder, or other similar agreements or arrangements relating to the formation, creation, operation, management or control of any partnership, strategic alliance or joint venture; (iv) any material agreement relating to any strategic alliance, joint development, joint marketing, partnership or similar arrangement; (v) any agreement or series of related agreements, including any option agreement, relating to the acquisition or disposition of any business or real property (whether by merger, sale of stock, sale of assets or otherwise) for aggregate consideration in excess of $2,000,000; (vi) any material agreement with (A) any Person directly or indirectly owning, controlling or holding with power to vote, 5% or more of the outstanding voting securities of GFI or any GFI Subsidiary, (B) any Person 5% or more of the outstanding voting securities of which are directly or indirectly owned, controlled or held with power to vote by GFI or any GFI Subsidiary or (C) any current or former director or officer of GFI or any GFI Subsidiary related to voting Securities of GFI or any GFI Subsidiary; (vii) any agreement (including any exclusivity agreement) that purports to limit or restrict in any material respect either the type of business in which GFI or any GFI Subsidiary may engage or the manner or locations in which any of them may so engage in any business or could require the disposition of any material assets or line of business of GFI or any GFI Subsidiary; (viii) any agreement with a non-solicitation or “most-favored-nations” pricing provision that purports to limit or restrict in any material respect GFI or any GFI Subsidiary; (ix) any agreement, other than such agreements entered into in the ordinary course of business, under which (A) any Person (other than GFI or a GFI Subsidiary) has directly ...

Contracts. Except as set forth in Schedule 1.01(a)(v), Schedule 1.01(a)(xi) and Schedule 3.12 (or, in the case of oral Contracts or oral Grain Contracts, true and complete summaries of the material terms of which are set forth in Schedule 3.12), the Seller is not a party to or bound by any agreement, contract, lease, option, license, commitment, instrument or any other binding obligation or arrangement (oral or written) by or to which any of the Acquired Assets are bound or subject or which are material to the conduct of the Business (collectively, the “Contracts”) including, without limitation, any: (a) covenant not to compete or other covenant of the Seller (i) limiting or restricting the development, manufacture, marketing, distribution or sale of any of the products of the Business or any future line extension of such products into other forms or (ii) limiting or restricting the ability of the Seller from entering into any market or line of business or competing with any Person in connection with the Business; (b) Contracts with any Affiliate of the Seller or any Manager, officer, or employee of the Seller (excluding the Buyer); (c) continuing Contract for the future purchase or price of commodities, raw materials, supplies or equipment; (d) Contracts with distributors or other sales representative, customers or suppliers; (e) management, employment, service, consulting, severance or other similar type of Contract (other than Contracts with the Buyer); (f) mortgage, pledge, security agreement, deed of trust, loan agreement, credit agreement, indenture, conditional sale or title retention agreement, equipment financing obligation or other instrument, in any case, granting an Encumbrance upon any of the Acquired Assets; (g) collective bargaining agreement or other Contract with any labor union or association representing employees; (h) Contracts for (i) the purchase or lease of any real or personal property or (ii) the sale or lease by the Seller of any real or personal property (including, without limitation, the Real Property); (i) Contracts regarding the Release, transportation or disposal of Hazardous Materials, or the clean-up, abatement or other action relating to Hazardous Materials or Environmental Laws; (j) Contracts establishing or creating any partnership, joint venture, limited liability company, limited liability partnership or similar entity; (k) Contracts to make any capital expenditures or capital additions or improvements; (l) Contracts relating to...

Contracts. 4(p) of the Disclosure Schedule lists the following contracts and other agreements to which Target is a party: (i) any agreement (or group of related agreements) for the lease of personal property to or from any Person providing for lease payments in excess of $5,000 per annum; (ii) any agreement (or group of related agreements) for the purchase or sale of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than 1 year or involve consideration in excess of $5,000; (iii) any agreement concerning a partnership or joint venture; (iv) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, in excess of $5,000 or under which it has imposed a Lien on any of its assets, tangible or intangible; (v) any material agreement concerning confidentiality or non-competition; (vi) any material agreement with the Seller and his Affiliates (other than Target); (vii) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former directors, officers, and employees; (viii) any collective bargaining agreement; (ix) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $25,000 or providing material severance benefits; (x) any agreement under which it has advanced or loaned any amount to any of its directors, officers, and employees outside the Ordinary Course of Business; (xi) any agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect; (xii) any agreement under which it has granted any Person any registration rights (including, without limitation, demand and piggyback registration rights); (xiii) any settlement, conciliation or similar agreement, the performance of which will involve payment after the Closing Date of consideration in excess of $5,000; (xiv) any agreement under which Target has advanced or loaned any other Person amounts in the aggregate exceeding $5,000; or (xv) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $5,000. Target has delivered to Buyer a correct and comp...

Contracts. (a) Section 4.11(a) of the Seller’s Disclosure Schedule sets forth a complete and accurate list of all of the following Contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of its or their assets are subject: (i) Contracts for the purchase or lease of materials, supplies, goods, services, equipment or other assets requiring aggregate payments in excess of $100,000; (ii) Contracts for the sale by the Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets (other than coal) having a value in excess of $50,000; (iii) Contracts requiring the Company or any of its Subsidiaries to purchase its total requirements of any product or service from a Third Party or that contain “take or pay” or other minimum purchase requirements provisions; (iv) Contracts for the purchase, sale or transport of coal (collectively, the “Coal Supply Agreements”); (v) Contracts with coal brokers for the sale of coal; (vi) Contracts to supply or provide contract mining services and any other Contracts with coal mine operators or their Affiliates, directors, managers, officers, stockholders or partners; (vii) partnership, joint venture or similar Contracts; (viii) employment, severance, stay, bonus, termination, change in control, consulting or similar Contracts; (ix) Contracts containing covenants not to compete or other covenants restricting or purporting to restrict the right of the Company or any of its Subsidiaries or Affiliates to engage in any line of business, acquire any property, develop or distribute any product, provide any service (including geographic restrictions) or to compete with any Person, or granting any exclusive distribution rights, in any market, field or territory; (x) Contracts with the Seller or any Affiliate of the Seller, the Company or any of its Subsidiaries, other than Coal Supply Agreements; (xi) Notes, debentures, bonds, equipment trusts, letters of credit, loans or other Contracts for or evidencing Indebtedness or the lending of money including Bonds; (xii) Contracts (including keepwell agreements) under which (A) any Person has directly or indirectly guaranteed Indebtedness or other Liabilities of the Company or any of its Subsidiaries or (B) the Company or any of its Subsidiaries has directly or indirectly guaranteed Indebtedness or other Liabilities of any Third Party (in each case other than endorsements for the purpose of collection...

Contracts. Schedule 4.12 sets forth a true, correct and complete list of the following written contracts, agreements, leases, commitments and other instruments to which a Seller is, or is performing obligations as though it were, a party (other than the Employment Agreements set forth on Schedule 4.14 and the Seller Benefit Plans set forth on Schedule 4.15), in each case only to the extent related to, in connection with or otherwise affecting the Assets, the Business or the ownership or operation of the Assets or the Business but only to the extent they will become Assumed Contracts: (a) each lease or license involving any Assets (whether real, personal or mixed, tangible or intangible) involving an annual commitment or payment of more than $2,500,000 individually by any of the Sellers; (b) all contracts and agreements to which a Seller is a party that limit or restrict any of the Sellers or any Key Business Employees of any of the Sellers from engaging in any business in any jurisdiction; (c) all contracts and agreements for capital expenditures or the acquisition or construction of fixed assets, in each case requiring the payment by any of the Sellers after the date hereof of an amount in excess of $2,500,000; (d) all contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution hereof or the Closing or in connection with the transactions contemplated hereby; (e) all contracts and agreements granting any Person a Lien (other than a Permitted Lien) on all or any part of the Assets; (f) all contracts and agreements for the cleanup, abatement or other actions in connection with any Hazardous Materials, the remediation of any existing environmental condition or relating to the performance of any environmental audit or study; (g) all contracts and agreements granting to any Person an option or a first refusal, first-offer or similar preferential right to purchase or acquire any of the Assets; (h) all contracts and agreements with any agent, distributor or representative that is not terminable without penalty on 90 days’ or fewer notice; (i) all contracts and agreements for the granting or receiving of a license, sublicense or franchise under which any Person is obligated to pay or has the right to receive a royalty, license fee, franchise fee or similar payment in excess of $100,000 annually; (j) all joint venture or partnership contracts and all other contracts providing for the sharing of any profits (but excluding the limited ...

Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.