Contracts and Commitments Sample Clauses
The 'Contracts and Commitments' clause defines the obligations and agreements that each party is bound to under the contract. It typically outlines the specific actions, deliverables, or standards that must be met, and may address how additional commitments or amendments are to be handled during the contract term. By clearly specifying what each party is responsible for, this clause helps prevent misunderstandings and ensures that all parties are aware of their duties, thereby reducing the risk of disputes.
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Contracts and Commitments. (i) Except as expressly contemplated by this Agreement, the Prior Purchase Agreements or as set forth on the attached Schedule K, neither the Company nor any of the Material Subsidiaries is a party to or bound by any executory contract, lease, license or other agreement (whether written or oral) that involves:
(A) payments by the Company and/or any Material Subsidiary in excess of $3 million during the 12 month period ended on the Closing Date;
(B) prohibiting or materially limiting or restricting the Company or any Material Subsidiary from freely engaging in any business or competing anywhere in the world or providing for exclusivity in any business line, geographic area or otherwise;
(C) Indebtedness involving liabilities in excess of $5 million;
(D) other than arising in the Ordinary Course of Business, any joint venture, partnership or other cooperative arrangement or similar arrangement involving a sharing of profits or otherwise;
(E) “most favored nations” provisions;
(F) other than arising in the Ordinary Course of Business, material third-party administration or other insurance policy administration relating to the Insurance Contracts;
(G) a capital maintenance contract, keepwell or similar agreement pursuant to which any Person has agreed to contribute capital or surplus to the Company or any Material Subsidiary or any capital maintenance contract or similar agreement pursuant to which the Company or any Material Subsidiary has agreed to contribute capital or surplus to any Person or guarantee the obligations of any Person under any insurance contract; or
(H) any material amendment, modification or supplement in respect of any of the foregoing.
(ii) All of the contracts, agreements, instruments and documents set forth on the attached Schedule K (each, a “Material Contract”) are valid, binding and enforceable against the Company or the respective Material Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto in accordance with their respective terms (except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting the enforcement of creditors’ rights generally, (B) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies or (C) as would not be material to the Company and the Company Subsidiaries, taken as a whole); provided, that, for the avoidance of doubt, “Material Contracts” shal...
Contracts and Commitments. SCHEDULE 4.23 sets forth a list of the ------------------------- ------------- Cotton Group Companies' contracts with customers with an estimated value of $50,000.00 or more. Except as set forth on SCHEDULES 4.10(D) (Leases), 4.11 ----------------- ---- (Indebtedness), 4.12(B) AND (D) (Intellectual Property), 4.15(A)(I) (Employee ----------------- ---------- Benefit Plans), 4.16 (Collective Bargaining), 4.21 (Insurance Policies), and ---- ---- 4.23 (Contracts and Commitments): ----
(a) The Cotton Group Companies do not have any outstanding contract, written or oral, with any officer, employee, agent, consultant, advisor, salesman, manufacturer's representative, distributor, dealer, subcontractor, or broker that is not cancelable by the Cotton Group Companies on notice of not longer than thirty (30) days and without liability, penalty or premium of any kind, except liabilities which arise as a matter of law upon termination of employment, or any agreement or arrangement providing for the payment of any bonus or commission based on sales or earnings;
(b) The Cotton Group Companies are not under any liability or obligation under any agreement pursuant to which third parties have been provided with products that can be returned to the Cotton Group Companies in the event they are not sold and which could involve a liability of the Cotton Group Companies of $25,000 or more in the aggregate;
(c) The Cotton Group Companies do not have (i) any outstanding loan or loan commitment (excluding credit extended in the Ordinary Course of Business to purchasers of job materials) to any person, or (ii) any factoring, credit line or subordination agreement;
(d) Except as noted on SCHEDULE 4.11 (Indebtedness) and except for ------------- negotiable instruments in the process of collection, the Cotton Group Companies do not have any power of attorney outstanding or any contract, commitment or liability (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker, indemnitor in respect of the contract or commitment of any other person, corporation, partnership, joint venture, association, organization or other entity;
(e) There are no contracts or agreements with any director, officer, partner or shareholder of any Cotton Group Company, or with any person related to any such person or with any company or other organization in which any director, officer, partner or shareholder of any Cotton Group Company, or anyone related to any suc...
Contracts and Commitments. (a) Except as set forth on Schedule 2.11(a), as of the date of this Agreement, neither the Company nor any of its Subsidiaries nor Seller (solely with respect to the Business) is a party to or bound by any of the following, whether written or oral:
(i) any pension, profit sharing, stock option, employee stock purchase or other plan, program, policy, agreement or arrangement providing for deferred or other compensation (including any bonuses or other renumeration and whether in cash or otherwise) to any current or former managers, officers, employees or other individual service providers or severance, change in control, or transaction related bonus agreements, programs, policies or arrangements;
(ii) any contract for the employment or service of any current manager, officer, employee or other individual service provider on a full-time, part-time, consulting or other basis providing for annual compensation opportunities in excess of $150,000;
(iii) any collective bargaining agreement or other contract with any union, works council, or other labor organization or employee representative (each, a “Labor Agreement”);
(iv) any contract under which the Company or its Subsidiaries has advanced or loaned money to, guaranteed an amount for the benefit of or made an Investment in any other Person;
(v) any agreement, promissory note or indenture relating to any Indebtedness or the guarantees thereof or the mortgaging, pledging, creating, granting or otherwise placing a Lien on any material asset or group of assets of the Company or its Subsidiaries;
(vi) any lease or agreement pursuant to which the Company or its Subsidiaries is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $100,000;
(vii) any lease or agreement pursuant to which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any of its Subsidiaries;
(viii) any contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate in excess of $150,000, other than purchase and sales contracts, orders incurred in the ordinary course of business, and contracts responsive to clause (ii) above or clause (xiv) below;
(ix) any contract or agreement (A) relating to the licensin...
Contracts and Commitments. (a) Section 3.16 of the Disclosure Schedule lists the following agreements, whether oral or written, to which the Company is a party and which are currently in effect:
(i) collective bargaining agreement or contract with any labor union;
(ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 3.21 of the Disclosure Schedule (or excluded by Section 3.21 from inclusion thereunder);
(iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, other than as described in Section 3.21 of the Disclosure Schedule (or excluded by Section 3.21 from inclusion thereunder);
(iv) stock purchase or stock option plan;
(v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis or relating to severance pay for any such person;
(vi) confidentiality agreement;
(vii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the assets of the Company;
(viii) guaranty by it of any obligation for borrowed money or otherwise;
(ix) lease or agreement under which it is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $3,000, other than as described in Section 3.12 of the Disclosure Schedule;
(x) lease or agreement under which it is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $3,000 other than as described in Section 3.12 of the Disclosure Schedule;
(xi) contract or group of related contracts with the same party for the purchase of products or services under which the undelivered balance of such products or services is in excess of $1,000 (other than purchase orders entered into in the ordinary course of business consistent with past practices);
(xii) contract or group of related contracts with the same party for the sale of products or services under which the undelivered balance of such products or services has a sales price in excess of $2,000 (other than purchase orders entered into in the ordinary course of business consistent with past practices);
(xiii) contract or group of related contracts with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates t...
Contracts and Commitments. Schedule 1.1(d) hereto is a list ------------------------- of all of the following contracts, agreements, plans, arrangements, or commitments currently in effect for the benefit of or relating to the Business:
(a) All contracts, contract rights, purchase orders, agreements and commitments with respect to the sale of products or services;
(b) all contracts, contract rights, purchase orders, agreements and commitments for the purchase of supplies, materials, equipment, parts inventory, or other products involving expenditures or commitments in excess of $3,000;
(c) All sales agency and distributor agreements or franchises;
(d) All other agreements with suppliers of goods and services involving expenditures or commitments in excess of $3,000 or which cannot be terminated on thirty (30) days' notice;
(e) All agreements providing for the services of any independent contractor; Except as specified in Schedule 4.18, all of such contracts, agreements, and commitments, are valid, binding, and in full force and effect and there is no existing material default thereunder; and the transaction contemplated by this Agreement will not create nor result in a default thereunder and will not cause acceleration of any obligation of any party thereto or the creation of any lien, encumbrance, or security interest in or upon any Purchased Assets or grant any other right or remedy to a third party; copies of all of the documents described in the aforesaid schedules have been delivered to Buyer or will be delivered upon request and are, or will when delivered be, true and complete in all material respects and include all material amendments, supplements or modifications thereto. Seller shall update Schedule 4.18 as of the Closing Date to reflect changes to such Schedule between the date of this Agreement and the Effective Time; provided that no such changes shall be made to such Schedule without Buyer's prior written consent if such changes, either individually or in the aggregate, would increase the liability of Buyer beyond that which Buyer shall have under the Assigned Contracts as of the date of this Agreement.
Contracts and Commitments. (a) Except as set forth on Schedule 4.10, none of the Company, Newco or any of the Sold Subsidiaries is party to any:
(i) Contract relating to any acquisition of a business, whether by acquisition of equity interests or by asset acquisition, by the Company, Newco or any Sold Subsidiary within the last three (3) years or under which the Company, Newco or any Sold Subsidiary has any ongoing material rights or Liabilities;
(ii) collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement");
(iii) Contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis providing for base compensation or other monetary compensation in excess in the aggregate of $75,000 per annum;
(iv) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the Company's, Newco's or the Sold Subsidiaries' assets or any other Contract governing any Indebtedness of the Company, Newco or any of the Sold Subsidiaries;
(v) lease, agreement or other Contract under which it is lessee of or holds or operates any tangible personal property owned by any other party, for which the annual rent exceeds $25,000;
(vi) lease, agreement or other Contract under which it is lessor of or permits any third party to hold or operate any personal property, for which the annual rent exceeds $25,000;
(vii) Contract or group of related Contracts with the same party for the purchase of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year or which is not terminable on less than ninety (90) days' notice;
(viii) Contract or group of related Contracts with the same party for the sale of products or services (other than purchase orders entered into in the ordinary course of business), under which the undelivered balance of such products or services has a sales price in excess of $100,000 for the current calendar year or any subsequent year;
(ix) Contract which (i) prohibits the Company, Newco or the Sold Subsidiaries from freely engaging in the Businesses anywhere in the world (other than confidentiality agreements entered into in the ordinary course of business) or (ii) contains any exclusivity, non-competition, "most-favored nation," non-soli...
Contracts and Commitments. Except as listed and described on Schedule 1.68 and Schedule 2.1.4, neither Seller nor any party acting on behalf of Seller with Seller's Knowledge and consent is a party to any written or oral (for which Purchaser shall be bound following the Closing Date):
(i) Contract for the future purchase of, or payment for, supplies or products, or for the performance of services by another party, involving in any one case $10,000 or more;
(ii) Contract to sell or supply products or to perform services, involving in any one case $10,000 or more (except for any Resident/Patient's Agreement);
(iii) Contract continuing over a period of more than six months from the date hereof or exceeding $10,000 in value (except for any Resident/Patient's Agreement);
(iv) representative, sales agency, dealer or distributor Contract;
(v) lease under which Seller is either lessor or lessee other than with respect to the Real Property Leased;
(vi) note, debenture, bond, conditional sale agreement, equipment trust agreement, letter of credit agreement, loan agreement or other Contract or for the borrowing or lending of money (including without limitation loans to or from Employees) or guarantee, pledge or undertaking of the indebtedness of any other Person;
(vii) Contract for any charitable or political contribution;
(viii) Contract limiting or restraining Seller or any successor or assign from engaging or competing in any likeness of business with any Person;
(ix) license, franchise, distributorship or other agreement, including those that relate in whole or in part to any patent, trademark, trade name, service mark ▇▇ copyright or to any ideas, technical assistance or other know-how of or used by the Business; or
(x) any other material Contract not made in the ordinary course of Seller's business consistent with past practice. Each of the Contracts and other instruments, documents and undertakings listed on Schedule 1.68 and Schedule 2.1.4 is valid and enforceable in accordance with its terms, Seller and, to Seller's Knowledge any other party thereto, are in compliance with the provisions thereof, Seller and, to Seller's Knowledge any other party thereto, are not in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein, and no event has occurred that with or without the giving of notice or lapse of time, or both, would constitute a default by Seller thereunder and, to Seller's Knowledge, a default by any other party th...
Contracts and Commitments. (a) As of the date of this Agreement, none of the Company or any of its Subsidiaries is a party to or bound by any:
(i) “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to the Company or any of its Subsidiaries that was required to be, but has not been, filed with the SEC with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or any Company SEC Documents filed after the date of filing of such Form 10-K until the date of this Agreement;
(ii) collective bargaining agreement or Contract with any labor union, trade organization, works council or other employee representative body, Contract with a third-party professional employer organization, or other Contract with any other third party which cannot be terminated with thirty (30) days’ notice or less, under which the Company or any of its Subsidiaries obtains the services of temporary or leased employees;
(iii) Contract relating to the acquisition or disposition of any product line, business or material asset of the Company or any of its Subsidiaries, in each case, with obligations remaining to be performed or Liabilities continuing after the date of this Agreement;
(iv) Contract establishing any joint ventures, partnerships, profit shares, material collaborations or similar arrangements;
(v) Contract (A) prohibiting or materially limiting the right of the Company or any of its Subsidiaries to compete in any line of business or to conduct business with any Person or in any geographical area, (B) obligating the Company or any of its Subsidiaries to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a single party, (C) under which the Company or any of its Subsidiaries has granted to any Person or group of Persons the right to manufacture, sell, market or distribute any Product of the Company or any of its Subsidiaries, in each case, on an exclusive basis in any geographical area, (D) containing any “most favored nations” or similar preferential terms and conditions (including with respect to pricing) granted by the Company or any of its Subsidiaries, or (E) grants any rights of first refusal, right of first offer, right of negotiation or similar right to acquire rights or ownership with respect to any material assets or business of the Company or any of its Subsidiaries;
(vi) (A) Third Party Component Contract or (B) other Contract relating...
Contracts and Commitments. Except as set forth on Schedule 4.09(a) hereto, neither the Company nor any Subsidiary is party to any: (i) collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.13; (iv) written contract for the employment of any officer or individual employee providing for fixed compensation in excess of $50,000 per annum or variable compensation, including sales commissions, which reasonably may be in excess of $25,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien on any material portion of the assets of the Company and its Subsidiaries; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it is lessee of, or holds or operates any personal property owned by any other party, for which the annual rental exceeds $100,000; (viii) lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $100,000; (ix) contract or group of related contracts with the same party for the purchase of products or services which provide for annual payments in excess of $100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (x) contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the use of any third party intellectual property (excluding licenses to commercially available “off the shelf” software less than $25,000); (xii) contracts which materially prohibits the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (xiii) contracts granting any ex...
Contracts and Commitments. Section 3.20 of the RCSB Disclosure Schedule contains, and shall be supplemented by RCSB and Target Bank, as required by Section 5.10 hereof, so as to contain at the Closing Date true and correct copies of each of the following documents:
(a) a list of each outstanding loan agreement, mortgage, pledge agreement or other similar document or commitment to extend credit to any executive officer or director of RCSB or Target Bank;
(b) a list and description of each outstanding letter of credit and each commitment to issue a letter of credit in excess of $100,000 to which RCSB or any RCSB Subsidiary is a party and/or under which it may (contingently or otherwise) have any liability;
(c) a list of each vendor or lease contract or agreement (not otherwise included in the RCSB Disclosure Schedule or specifically excluded therefrom in accordance with the terms of this Agreement) involving goods, services or occupancy and which (i) does not expire within six months from the date hereof, (ii) cannot be terminated on thirty days (or less) written notice without penalty; and (iii) involves an annual expenditure by RCSB or any RCSB Subsidiary in excess of $100,000;
(d) a list of each contract or commitment (other than RCSB Permitted Liens as defined in Section 3.22(c)) hereof) affecting ownership of, title to, use of, or any interest in real property which is currently owned by RCSB or any RCSB Subsidiary, and a list and description of all real property owned (other than REO) or leased by RCSB or any RCSB Subsidiary;
(e) a list of each commitment made by RCSB or Target Bank to or with any of its executive officers or directors extending for a period of more than six months from the date hereof or providing for earlier termination only upon the payment of a penalty or equivalent thereto;
(f) the Certificate or Articles of Incorporation, Charters, and Bylaws of RCSB and each RCSB Subsidiary;
(g) except for powers of attorney executed in connection with loan servicing activities in the ordinary course of business, a list of all powers of attorney granted by RCSB or any RCSB Subsidiary which are currently in force and cannot be terminated by RCSB or any RCSB Subsidiary upon the issuance of a written notice of termination or revocation;
(h) a list of all policies of insurance currently maintained by RCSB or any RCSB Subsidiary and a list and description of all unsettled or outstanding claims of RCSB or any RCSB Subsidiary which have been, or to the best knowledge of RCSB and...