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. (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. (a) Except as set forth on the Contracts Schedule, the Company is not a party to any: (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 set forth in Section 3.14 or the Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis providing for base compensation in excess of $140,000 per annum; (v) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company; (vi) guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (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 $50,000; (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 $50,000; (ix) contract for the purchase of products or services, under which the undelivered balance of such products and services has a selling price in excess of $150,000; (x) contract for the sale of products or services (other than purchase orders) under which the undelivered balance of such products or services has a sale price in excess of $150,000 (xi) licensing agreement or other contract with respect to Company Intellectual Property, including any agreement with any current or former employee, consultant or contractor regarding the appropriation or non-disclosure of any Company Intellectual Property, or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person.
(b) Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, as of the date hereof, the Company is not in material default under any contract listed on the Contracts Schedule, and, to the Knowledge of the Company, the other party to each of the contracts listed on the Contracts Schedule in not in material default thereunder.
Contracts and Commitments. (a) Neither the Company nor any of its Subsidiaries are a party to any: (i) Contract containing non-competition or non-solicitation (excluding such covenants contained in customary non-disclosure agreements) covenants or otherwise containing covenants that purport to restrict the Company’s or any of its Subsidiaries’ business activity or limit the freedom of the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person; (ii) Contract under which any of the Company or its Subsidiaries has made advances or loans to another Person in excess of one hundred thousand dollars $100,000, other than to inter-company loans or advances to any employee or director in connection with travel, entertainment and related business expenses or other customary out-of-pocket expenses in the ordinary course of business; (iii) Contracts relating to Indebtedness; (iv) joint venture, partnership, strategic alliance or similar agreements or arrangements; (v) Contract (other than Franchise Agreements) that grants to any Person other than the Company or any of its Subsidiaries (A) most favored pricing provisions or (B) any exclusive rights, rights of first refusal, rights of first negotiation or other similar rights; (vi) collective bargaining agreement or Contract with any other employee representative of a group of employees relating to wages, hours and other conditions of employment; (vii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth in Section 5.14(a) or the Disclosure Schedules relating thereto; (viii) stock purchase, stock option or similar plan; (ix) Contract for the employment of any individual on a full-time or consulting basis (A) providing for base compensation in excess of one hundred thousand dollars ($100,000) per annum, and (B) which is not terminable with less than 30 days’ notice and without any liability to the Company or its Subsidiaries; (x) Contract providing for payments to any employee, officer, director, consultant or individual service provider as a result of the transactions contemplated by this Agreement; (xi) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any portion of the assets of the Company or any of its Subsidiaries; (xii) guaranty of any obligation for borrowed money or other material guaranty; (xiii) lease or agreement under which it is lessee of...
Contracts and Commitments. (a) Schedule 2.09 attached hereto contains a true, complete and correct list of the following contracts, agreements, arrangements or other understandings, whether written or oral (collectively, the “Contracts”) which relate to the Assets being sold:
(i) all Contracts, agreements, commitments, purchase orders or other understandings or arrangements to which Seller or any of its property is bound which (A) involve payments or receipts by Seller of more than $5,000 in the case of any single contract, agreement, commitment, understanding or arrangement under which full performance (including payment) has not been rendered by all parties thereto or (B) under which the consequences of a default or termination would reasonably be expected to have a material adverse effect;
(ii) all material agency, distributor, sales representative, franchise or similar agreements to which Seller is a party or by which Seller or any of its property is bound;
(iii) all Contracts imposing a non-competition or non-solicitation obligation on Seller; and
(iv) any other material agreements or contracts entered into by Seller, excluding all non-disclosure agreements between a Seller and third parties.
(b) Except as set forth on Schedule 2.09:
(i) each Contract is a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms, and Seller does not have any actual knowledge that any Contract is not a valid and binding agreement of the other parties thereto, except where the failure to be a valid and binding Agreement would not reasonably be expected to result in a Material Adverse Effect.
(ii) Seller has fulfilled all material obligations required pursuant to the Contracts to have been performed by Seller, on its part prior to the date hereof, and Seller has no reason to believe that Seller will not be able to fulfill, when due, all of its obligations under the Contracts which remain to be performed after the date hereof, except where the failure to fulfill all material obligations required pursuant the contract would not reasonably be expected to result in a Material Adverse Effect;
(iii) Seller is not in breach of or default under any Contract, and no event has occurred which with the passage of time or giving of notice or both would constitute such a default, result in a loss of rights or result in the creation of any lien, charge or encumbrance, thereunder or pursuant thereto, except for such breach, default or events that would not reasonably be expec...
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) Except as set forth on the attached Assumed Contracts Schedule or the attached Contracts Schedule, as does not relate to Designs or the Business, or for contracts (other than for contracts or agreements described in clauses (i) and (ii) below) pursuant to which Buyer will receive benefits pursuant to the Transition Services Agreement (which contracts relate to both Designs and Sellers’ other businesses), none of Seller or the Casual Male Companies is a party to any oral or written:
(i) contract with any labor union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, stock option or similar plan or practice, whether formal or informal, or any severance agreement or arrangement;
(ii) management agreement, contract for the employment of any officer, partner, individual employee or other person on a full-time, part-time or consulting basis or providing for the payment of any cash or other compensation or benefits upon the sale of the Business or prohibiting competition or the disclosure of trade secrets or Confidential Information;
(iii) agreement or indenture relating to Indebtedness or placing a Lien on any of Seller’s assets or letter of credit arrangements;
(iv) agreements with respect to the lending or investing of funds;
(v) license or royalty agreements;
(vi) nondisclosure or confidentiality agreements;
(vii) lease or agreement under which Seller is lessee of or holds or operates any property, real or personal, owned by any other party for which the annual rental exceeds $25,000;
(viii) lease or agreement under which Seller is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Seller;
(ix) broker, distributor, vendor, customer or maintenance agreements;
(x) other contract or group of related contracts with the same party continuing over a period of more than six months from the date or dates thereof, not terminable by Seller upon thirty (30) days’ or less notice without penalty or involving more than $25,000;
(xi) contract which prohibits Seller from freely engaging in business anywhere in the world;
(xii) contract relating to the marketing, sale, advertising or promotion of its products;
(xiii) franchise or agency agreements;
(xiv) contract with any officer, director, employee, shareholder, or Affiliate of Seller or any individual related by marriage or adoption to any such individual or any entity in which any such Perso...
Contracts and Commitments. Schedule 3.16 sets forth all Contracts presently in effect to which Seller is a party in connection with the Business, including, without limitation, any written or oral:
(a) commitment, contract, note, loan, evidence of indebtedness, purchase order or letter of credit involving any obligation or liability on the part of Seller with respect to the Business of more than $5,000 (and not more than $10,000 in the aggregate) and not cancelable (without liability) on not more than 30 days' notice;
(b) lease of personal property with respect to the Business involving any annual expense in excess of $5,000 and not cancelable without liability within 30 days (Schedule 3.16 indicates with respect to each such lease listed thereon a general description of the leased items, term, annual rent and renewal options);
(c) material governmental or regulatory licenses or permits required to conduct the Business as presently conducted;
(d) contracts or agreements containing covenants limiting the freedom of Seller to engage in any line of business or compete with any person;
(e) employment contracts, including without limitation, contracts to employ executive officers and other contracts with officers or directors of Seller;
(f) contracts with customers and suppliers of Seller with respect to the Business with a gross value to Seller in excess of $2,000 per year (Schedule 3.16 sets forth all such contracts with customers and suppliers currently in effect and for each such contract includes a notation as to whether (i) such customer or supplier has renewed such contract for the period following the period covered thereby and (ii) such contract permits such customer or supplier to terminate such contract on 60 days' notice or less); and
(g) contracts and commitments not otherwise described in this Section 3.16 or listed on Schedule 3.16 (including purchase orders, franchise agreements and undertakings or commitments to any Governmental Entity) relating to the Business or otherwise affecting the Business under contracts not in the ordinary course of business; it being understood that with respect to each category listed above for which a dollar amount threshold has been established, any item within such category with a value less than the dollar amount specified shall be deemed immaterial. Seller is not (and, to the best knowledge of the Stockholder, no other party is) in breach or violation of, or default under, any of the Contracts or other instruments, obligations, evidences ...
Contracts and Commitments. (a) Schedule 3.08 sets forth a list of each Contract to which any Purchased Subsidiary or any of its Subsidiaries is a party or by which it is bound:
(i) for the purchase of materials, supplies, goods, services, equipment or other assets (other than purchase orders or Contracts for services in the ordinary course of business) which (A) has resulted in payments during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires payments to be made during the twelve months immediately following October 31, 2010, in each case, of at least $275,000 by the Purchased Subsidiaries and/or their Subsidiaries or, with respect to the Indian Company, of at least $100,000;
(ii) for the sale by any Purchased Subsidiary or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets that (A) has generated billed revenue during the period from January 1, 2010 to October 31, 2010 or (B) pursuant to its terms, requires the counterparty to such Contract to make payments of billed revenue during the twelve month period immediately following October 31, 2010, in each case, of at least $275,000 to such Purchased Subsidiary or its Subsidiaries or, with respect to the Indian Company, at least $100,000;
(iii) that is a note, debenture, bond, equipment trust, letter of credit, loan or other Contract representing Indebtedness for Borrowed Money or lending of money (other than to employees for travel expenses in the ordinary course of business) or between and among the Purchased Subsidiaries or their Subsidiaries, or otherwise is an agreement or arrangement for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person (other than a Purchased Subsidiary or its Subsidiaries);
(iv) that is a collective bargaining or similar labor agreement;
(v) that is an agreement by which the use of any Intellectual Property material to the Business is licensed to any Person (other than licenses granted by the Purchased Subsidiaries or their Subsidiaries to any customer of the Purchased Subsidiaries and their Subsidiaries in the ordinary course of business);
(vi) that is an agreement by which any Purchased Subsidiary or their Subsidiaries licenses from another Person the use of any Intellectual Property material to the Business (other than agreements for commercially available software that is not incorporated into the Pinnacle software and redistributed to customers or clients by the Purchased Subsidiary or...
Contracts and Commitments. (a) Except as set forth on the attached CONTRACTS SCHEDULE, neither the Company nor any Subsidiary is party to any: (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 4.13 or on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other person on a full-time, part-time or consulting basis; (v) agreement or indenture relating to the borrowing of money or a line of credit or to mortgaging, pledging or otherwise placing a lien on any material portion of the Company's or any Subsidiary's assets; (vi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which it is a lessee or lessor of, or holds or operates, or permits any third party to hold or operate, any personal or real property for which the annual rental exceeds $50,000; (viii) license or other contract with respect to Intellectual Property, including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or receipts in excess of $50,000 to which the Company or any Subsidiary is a party; (x) contracts for capital expenditures in excess of $50,000 to which the Company or any of its Subsidiaries is a party; (xi) contracts relating to the acquisition by the Company or any Subsidiary of the capital stock of any other Person or granting the Company or any Subsidiary an option to purchase any asset, tangible or intangible, or real or personal property of any other Person; (xii) representative or sales agency contracts or commitments to which the Company or any of its Subsidiaries is a party; (xiii) contract or group of related contracts with the same party for the purchase by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products and services has a selling price in excess of $50,000; (xiv) contract or group of related contracts with the same party for the sale by the Company or any of its Subsidiaries of products or services under which the undelivered balance of such products or services has a sa...