Contracts Sample Clauses
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Contracts. (a) Except as set forth in Part 3.9 of the Company Disclosure Schedule, as of the date of this Agreement, neither the Company nor any Subsidiary of the Company is a party to or is bound by any Contract:
(i) that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Exchange Act);
(ii) pursuant to which the Acquired Corporations (taken as a whole) received revenues for the fiscal year ended September 27, 2014, or is reasonably expected to receive revenues in a future annual period, in excess of $10,000,000;
(iii) pursuant to which the Acquired Corporations (taken as a whole) made expenditures for the fiscal year ended September 27, 2014, or is reasonably expected to make expenditures in a future annual period, in excess of $2,500,000;
(iv) evidencing a capital expenditure in excess of $2,500,000;
(v) containing a covenant prohibiting or restricting any Acquired Corporation from competing in any business or geographic area, or from soliciting customers or employees, or otherwise restricting any Acquired Corporation from carrying on any business anywhere in the world;
(vi) relating to or evidencing Indebtedness, including any guarantee of Indebtedness by the Company or any Subsidiary of the Company, in excess of $5,000,000;
(vii) that is an Inbound License or Outbound License, in each case, that either (A) grants exclusive rights to or from an Acquired Corporation or (B) requires aggregate payments to or from an Acquired Corporation in excess of $250,000;
(viii) (A) imposing on, or granting to, an Acquired Corporation any future minimum take-or-pay requirements in excess of $100,000, (B) granting “most favored nation,” “most favored customer” or similar status to any Person, (C) granting any type of exclusive rights to any Person, other than sales representation, distribution, licensing and similar contracts entered into in the ordinary course of business and that relate solely to the Company’s publishing business and do not relate to the Company’s book manufacturing business, or (D) requiring an Acquired Corporation to purchase all of its requirements of a specified good or service from any Person; or
(ix) any collective bargaining agreement or other Contract with a labor organization or works council representing any of its employees or any other similar Contract.
(b) Each contract, arrangement, commitment or understanding of the type required to be described in Section 3.9(a), whether or not set forth in Part 3.9(a) ...
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) 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. 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. 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. The section of the Seller Disclosure Schedule corresponding to this Section 3(b)(xv) lists the following contracts and other agreements to which either of the Targets is a party:
(A) any partnership, joint venture or other similar agreement or arrangement;
(B) any agreement concerning confidentiality or noncompetition;
(C) any agreement with the Seller or an Affiliate of the Seller (other than between the Targets);
(D) any employment agreement or change in control agreement with any of its directors, officers or employees;
(E) any collective bargaining agreement;
(F) any indenture, mortgage, promissory note, loan agreement, guaranty or other agreement or commitment for the borrowing of money or any related security agreement;
(G) any agreement under which it has advanced or loaned any amount to any of its directors, officers and employees other than the advance or reimbursement of reasonable business expenses incurred or to be incurred in the ordinary course of business;
(H) any agreement under which either of the Targets is lessee or lessor of or holds or operates any real property;
(I) any agreement under which either of the Targets is lessee or lessor of or holds or operates any material personal property;
(J) any warehouse agreement;
(K) any agreement for the sale or purchase of products or services other than purchase or sale orders entered into in the ordinary course of business;
(L) any agreement under which a sale of any of the Owned Premises is pending;
(M) any environmental indemnity agreement for the benefit of a party other than either of the Targets;
(N) any license, sublicense, agreement or permission (as licensee or licensor) with respect to any of Targets' Intellectual Property;
(O) any co-pack, tolling or supply agreement; or
(P) any other agreement or group of related agreements with the same party involving more than $250,000 per year and not terminable by the Target that is a party thereto on 6 months' or less notice without penalty. The Seller has made available to the Buyer a correct and complete copy of each such contract or agreement. With respect to each such contract or agreement (insofar as the following relates to any party thereto other than a Target, to the Knowledge of the Seller): (i) the contract or agreement is in full force and binding upon the parties thereto; (ii) no party is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, mo...
Contracts. (a) Except for such Contracts or arrangements as are entered into between the date hereof and the Closing and that are not prohibited by this Agreement, neither Parent nor any of its Subsidiaries is bound by or subject to (i) except for programming agreements or Contracts with Affiliates, any Contract that is material (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated under the Securities Act) to the Parent Business, (ii) any programming agreement involving consideration in excess of $25,000,000 in any twelve month period, (iii) any Contract involving consideration in excess of $1,000,000 in any twelve month period with any Affiliate of Parent (other than any Subsidiary of Parent) or having the intended effect of benefiting any Affiliate of Parent (other than any Subsidiary of Parent) at the expense of Parent or any Subsidiary of Parent in a manner that would deprive Parent or such Parent Subsidiary of the benefit it would otherwise have obtained if the transaction were to have been effected on terms that were on an arm’s length basis or (iv) any material Contract with Friendco or any of its Affiliates (A) related to or entered into in connection with the Transaction or (B) in connection with the sale or exchange of any Transferred Assets or any Transferred Assets (as defined in the Friendco Purchase Agreement).
(b) All Parent Material Contracts are in full force and effect and are enforceable against each party thereto in accordance with the express terms thereof. There does not exist under any Contract to which Parent or any of its Affiliates is a party or by which its Assets are bound any violation, breach or event of default, or alleged violation, breach or event of default, or event or condition that, after notice or lapse of time or both, would constitute a violation, breach or event of default thereunder on the part of Parent or any of its Affiliates or, to the Knowledge of Buyer, any other party thereto, except for such violations, breaches, events or conditions that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. There are no disputes pending or threatened under any Contract to which Parent or any of its Subsidiaries is a party or by which its Assets are bound other than those disputes that would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect. All of the Parent Material Contracts set forth on Schedule 4.17(a)...
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.
Contracts. (A) Schedule 4.15 is an accurate list and summary description of all ------------- material contracts and agreements to which any of the Sellers is a party and relating primarily to the conduct of the Business (including, without limitation, joint venture agreements, employment contracts, loan agreements, bonds, mortgages, Liens, Encumbrances, pledges or other security agreements) (collectively, the "Contracts").
(B) Except as set forth on Schedule 4.15 or contracts related solely ------------- to the Seller's paging business, with regard to the operation of the Business:
(1) No Seller is a party to any contract, purchase or sales orders out of the Ordinary Course of Business, or commitment relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory that involves a dollar amount in excess of $25,000;
(2) No Seller is a party to any employment contracts with any Employees;
(3) No Seller is a party to any material contract with sales or other agents, brokers, franchisees, distributors or dealers relating primarily to the conduct of the Business or the ownership of the Acquired Assets or the Inventory;
(4) No Seller is a party to any partnership or joint venture agreement;
(5) No Seller is a party to any material lease or other occupancy or use agreements, oral or written, nor has any Seller granted any options, rights of first refusal or security or other interests in or relating to the Acquired Assets, the Inventory or the Business;
(6) No Seller has any material agreements giving any party the right to renegotiate or require a reduction in price or refund of payments previously made in connection with the Business;
(7) No Seller has any material agreements for the borrowing or lending of money with respect to the Business and none is a party to any;
(8) No Seller has any material agreement for the sale of goods or services to any Governmental Authority;
(9) No Seller has any agreement granting any Person a Lien or Encumbrance on any of the Acquired Assets or the Inventory;
(10) Except for the Purchased Contracts, no Seller is a party to or bound by any non-competition, secrecy or confidentiality agreement relating to the Business or the Acquired Assets or any other contract restricting its right to conduct the Business at any time, in any manner or at any place in the world, or the expansion thereof to other geographical areas, customers, suppliers or lines of Business; and
(11) No Seller is a party to any mat...
Contracts. Schedule 3.9 sets forth a true and complete list of all the following Contracts, other than any Benefit Plan, to which Seller or its Affiliates is a party as of the date hereof and is primarily related to the Operations (the “Material Contracts”):
(a) any Contract that is not terminable at will with any Business Employee (i) with respect to employment with or the provision of services to the Operations, or (ii) related to any severance, separation, settlement, release of claims or other post-termination benefits;
(b) any Contract that is not terminable at will with an individual who provides services to the Operations on an independent contractor basis;
(c) any Contract whereby the Company has guaranteed or otherwise agreed to cause, insure or become liable for, or pledged any of the Acquired Assets to secure, the performance or payment of any obligation or other Liability of any Person;
(d) any Contract (excluding purchase orders) with a Material Supplier;
(e) any joint development agreement, joint venture agreement, collaboration agreement, strategic alliance agreement, partnership agreement or similar Contract;
(f) any Contract relating to any proceeding or settlement agreement to which Seller is a party, except for settlements or compromises (i) involving potential or actual payments by or to the Company or its Affiliates that do not exceed $100,000 individually or in the aggregate and that are paid in full prior to the Closing Date, and (ii) that do not impose any material non-monetary relief or continuing obligations on the Company or the Operations;
(g) any Contract relating to the acquisition or disposition of any Acquired Asset or any interest in the Company (other than any Contract between the Company and any member of the Seller Group), in each case, outside of the ordinary course of business;
(h) any collective bargaining agreement or other labor-related agreement with a labor union;
(i) any Contract that would reasonably be expected to prohibit, impair or otherwise limit in any material respect: (i) any acquisition of property (tangible or intangible) by the Company; (ii) the conduct of the Operations; or (iii) the freedom of the Company or any of its present or future Affiliates to engage in any line of business;
(j) any other Contract that involves outstanding or future payment obligations in excess of $1,000,000 in any individual case or, together with any other Contracts with the same or related counterparties, $5,000,000 in the aggregate,...