Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, the Company is not a party (including after giving effect to the Company) to any written or oral: (a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements; (b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates; (c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000; (d) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the Company; (e) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts); (f) lease or agreement under which the Company or any Subsidiary 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 $25,000; (g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary; (h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business; (i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information); (j) warranty agreement with respect to its services rendered or its products sold or leased; (k) agreement under which it has granted any Person any registration rights (including piggyback rights); (l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee; (m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or (n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.
Appears in 3 contracts
Sources: Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Boner Tom E), Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Anderson David E), Senior Subordinated Note, Preferred Stock and Warrant Purchase Agreement (Zimmerman Sign Co)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULESchedule 4.10, the Company is not a party (including after giving effect to none of the Company) , Newco or any of the Sold Subsidiaries is party to any written or oralany:
(ai) pensionContract relating to any acquisition of a business, profit sharingwhether by acquisition of equity interests or by asset acquisition, stock optionby the Company, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees Newco or any other employee benefit plan Sold Subsidiary within the last three (3) years or arrangementunder which the Company, Newco or any contract with Sold Subsidiary has any labor union, ongoing material rights or any severance agreementsLiabilities;
(bii) contract collective bargaining agreement or similar Contract (each, a "Collective Bargaining Agreement");
(iii) Contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting basis providing for base compensation or other basis providing annual monetary compensation in excess in the aggregate of $25,000 or contract relating to loans to officers, directors or affiliates75,000 per annum;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(div) agreement or indenture relating to the borrowing of money or the to mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets 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;
(ev) Guarantee of any obligation (lease, agreement or other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement Contract under which the Company or any Subsidiary it is lessee of or holds or operates any property, real or personal, tangible personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed rent exceeds $25,000;
(gvi) lease lease, agreement or agreement other Contract under which the Company or any Subsidiary it is lessor of or permits any third party to hold or operate any personal property, real or personal, owned or controlled by for which the Company or any Subsidiaryannual rent exceeds $25,000;
(hvii) contract Contract or group of related contracts Contracts with the same party for the purchase of products or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except services (other than purchase orders from existing customers or to existing vendors, in either case 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) assignmentprohibits 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-solicitation or no-hire provisions;
(x) joint venture, strategic alliance, partnership or any similar Contract that provides for the sharing of profits, losses, costs, liabilities or proprietary information by the Company, Newco and the Sold Subsidiaries;
(xi) license, indemnification royalty agreement or agreement with respect similar Contract relating to the Company Intellectual Property and which require the expenditure of more than $25,000 per annum, other than commercially available software subject to "shrink wrap" licenses;
(xii) sales representative, agency, distribution agreements or other similar Contracts for the sale of products of the Company, Newco or any intangible property Sold Subsidiary (includingother than, without limitationfor the avoidance of doubt, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationpurchase orders entered into in the ordinary course of business);
(jxiii) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the worldContract providing for a Change-of-Control Payment; or
(nxiv) Contract under which the Company, Newco or any Sold Subsidiary acts as a guarantor, surety or, other than the ordinary course of business, indemnitor of any other agreement which is material Person.
(b) Buyer has been given access to its operations a true and business prospects or which involves a consideration in excess correct copy of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments contracts required to be listed thereon are validon Schedule 4.10 (the "Material Contracts"), binding and enforceable in accordance together with their respective terms. Except as all amendments, waivers or other changes thereto, other than oral Material Contracts, a summary of the material terms of each of which is set forth on Schedule 4.10.
(c) None of the CONTRACTS SCHEDULECompany, Newco nor any of the Company and its Sold Subsidiaries are not is in breach of or default or breach under any such contractMaterial Contract (nor has any event occurred that, agreement with the giving of notice or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event default by the Company, Newco or any Sold Subsidiary) and, to the Company's Knowledge, the other party to each of noncompliance under any such contract, agreement or instrument the contracts listed on Schedule 4.10 is not in material breach of or default thereunder. Each Material Contract represents the CONTRACTS SCHEDULE; none legal, valid, binding and enforceable obligation of the Company and its Subsidiaries has any present expectation Company, Newco or intention of not fully performing all such obligations; none one of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by Sold Subsidiaries, as applicable, and, to the other parties to any such contract or commitment; and none Knowledge of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse EffectCompany, each counterparty thereto.
Appears in 3 contracts
Sources: Stock Purchase Agreement (Steel Partners Holdings L.P.), Stock Purchase Agreement (Rogers Corp), Stock Purchase Agreement (Handy & Harman Ltd.)
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, the Company is not a party (including after giving effect to the Company) to any written or oral:
(a) Schedule 3.9 hereto lists the following agreements, whether oral or written, to which Radius is a party, which are currently in effect, and which relate to the operation of Radius’s business: (i) collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, stock option, employee retirement or other form of deferred compensation plan; (iii) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
stock option plan; (biv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $25,000 or contract relating to loans severance pay for any such person; (v) contract, agreement or understanding relating to officersthe voting of Radius Common Stock or Radius Preferred Stock, or the election of directors or affiliates;
of Radius; (c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(dvi) agreement or indenture relating to the borrowing of money or the to mortgaging, pledging or otherwise placing a Lien lien on any material asset or group of the assets of the Company;
Radius; (evii) Guarantee guaranty of any obligation for borrowed money or otherwise; (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(fviii) lease or agreement under which the Company or any Subsidiary Radius is lessee of 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 exceeds $25,000;
10,000; (gix) lease or agreement under which the Company or any Subsidiary Radius is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned for which the annual rental exceeds $10,000; (x) contract which prohibits Radius from freely engaging in business anywhere in the world; (xi) license agreement or controlled agreement providing for the payment or receipt of royalties or other compensation by Radius in connection with the Company or any Subsidiary;
intellectual property rights listed in Schedule 3.22(b) hereto; (hxii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration commitment for capital expenditures in excess of $25,000 except purchase orders from existing customers 10,000; (xiii) agreement for the sale of any capital asset; (xiv) contracts, understandings, arrangements or commitments with respect to existing vendors, in the acquisition and/or use by Radius of Intellectual Property of others or by others of Intellectual Property of Radius; or (xv) other agreement which is either case material to Radius’s business or was not entered into in the ordinary course of business;.
(ib) assignmentTo Radius’s Knowledge, license, indemnification or agreement Radius has performed all material obligations required to be performed by it in connection with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments understandings, arrangements or commitments required to be listed thereon are valid, binding disclosed in Schedule 3.9 hereto and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are is not in receipt of any claim of default or breach under any such contract, agreement understanding, arrangement or instrumentcommitment required to be disclosed in Schedule 3.9 hereto; Radius has no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligationsany material obligation pursuant to any contract, understanding, arrangement or commitment required to be disclosed in Schedule 3.9 hereto; none of the Company and its Subsidiaries Radius has any knowledge no Knowledge of any breach or anticipated breach by the any other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract contract, understanding, arrangement or commitment the performance of which would have a Materially Adverse Effectrequired to be disclosed in Schedule 3.9 hereto.
Appears in 3 contracts
Sources: Merger Agreement (Radius Health, Inc.), Merger Agreement (Radius Health, Inc.), Merger Agreement (MPM Acquisition Corp)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULESchedule 3.09, neither the Company nor any of its Subsidiaries is not a party (including after giving effect to the Company) to any written or oral:(each, a “Material Contract”):
(ai) collective bargaining agreement or any other agreement with any labor union, works council or staff association holding representational rights with respect to employees of the Company or any of its Subsidiaries;
(ii) bonus, pension, profit sharing, stock optionchange of control, employee stock purchase retention, severance, retirement or other plan form of deferred compensation plan, other than as described in Section 3.13 of the Disclosure Schedules;
(iii) equity purchase, option or arrangement providing for deferred or other compensation similar plan, and contracts that contain restrictions with respect to employees the payment of dividends or any other employee benefit plan distribution in respect of capital stock or arrangement, or any contract with any labor union, or any severance agreementsother equity interests;
(biv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting or other basis providing annual for fixed compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates200,000 per annum;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(dv) agreement or indenture relating to the borrowing of money any Indebtedness or the to mortgaging, pledging or otherwise placing a Lien on any material asset or group portion of assets of the Companytheir assets;
(evi) Guarantee guaranty of any obligation (for Indebtedness or other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)material guaranty;
(fvii) lease or agreement under which the Company or any Subsidiary it is lessee of of, or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $25,00050,000;
(gviii) lease or agreement under which the Company or any Subsidiary it is lessor of of, or permits any third party to hold or operate any property, real or personal, personal property owned or controlled by the Company or any Subsidiaryof its Subsidiaries, for which the annual rental exceeds $50,000;
(hix) contract agreements relating to any completed or group pending material business acquisition or divestiture by the Company or any of related its Subsidiaries within the last three (3) years or any such contracts with entered into at any time pursuant to which there exists any future obligation to make any payments to any third party upon the same occurrence of certain events (including earn outs but excluding indemnification obligations pursuant to which there are no pending claims);
(x) license agreement relating to the use in the Business of any third party Intellectual Property (excluding license agreements for commercial or group “off-the-shelf” software or services) and any agreement relating to the use or registration by a third party of affiliated parties Intellectual Property of the performance Company or any of which involves aggregate annual consideration in excess its Subsidiaries (excluding non-disclosure agreements and license agreements of $25,000 except purchase orders from existing customers or such Intellectual Property granted to existing vendorscustomers, in either case each case, entered into in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(jxi) warranty agreement contract which materially prohibits the Company or any of its Subsidiaries from competing with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world;
(xii) contracts or agreements granting most favored nation pricing or exclusive rights to a counterparty or requiring it to purchase all or substantially all of its requirements for a product or service or a minimum quantity of a product or service from a particular Person;
(xiii) joint venture, partnership or limited partnership agreements, including any agreement or commitment to make any loan or capital contribution to any joint venture or partnership;
(xiv) contracts or agreements which grant any right of first refusal or first offer or similar right or otherwise relating to the acquisition or disposition of any material assets or business of the Company or any of its Subsidiaries;
(xv) settlement, conciliation or similar agreement with any Governmental Authority or any other Person;
(xvi) contracts or agreements loaning equipment to customers or granting aggregate offering discounts to customers; or
(nxvii) other agreements that require the payment by, or to, the Company or any other agreement which is material to of its operations and business prospects or which involves a consideration Subsidiaries after the date hereof of an amount in excess of $25,000 annually100,000 per annum.
(b) The Purchaser either has been supplied with, or has been given access to, a true and correct copy of all written contracts which are referred to on Schedule 3.09, together with all amendments, waivers or other changes thereto, and a true and correct written description of the material terms of any oral contracts which are referred to on Schedule 3.09.
(c) Neither the Company nor any of its Subsidiaries, or to the Company’s knowledge any other party thereto, is in material default, breach or violation under any contract listed on the Schedule 3.09. Except as All contracts set forth on the CONTRACTS SCHEDULESchedule 3.09 are valid and in full force and effect and constitute legal, all valid and binding obligations of the contractsCompany or such Subsidiary, agreements and instruments required to be listed thereon the Company’s knowledge any other party thereto, and are validenforceable against the Company or such Subsidiary, binding and enforceable to the Company’s knowledge any other party thereto, in accordance with their respective terms, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. Except as set forth on the CONTRACTS SCHEDULE, Neither the Company and nor any of its Subsidiaries are not in default has received written notice of any breach, violation or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event any notice of noncompliance under any such contractintent to terminate, agreement not to renew or instrument to challenge the validity or enforceability of, any contract listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse EffectSchedule 3.09.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Halyard Health, Inc.)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule or the attached Employee Benefits Schedule, the Company no Security Party or any of its Subsidiaries is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company a Security Party or its Subsidiaries has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Companya Security Party or its Subsidiaries;
(e) Guarantee of any obligation (other than by the Company in excess of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)$50,000;
(f) lease or agreement under which the Company a Security Party or any Subsidiary of its Subsidiaries is lessee or lessor 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 $25,00050,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jh) warranty agreement with respect to its services rendered or its products sold or leased;
(ki) agreement under which it has granted any Person any registration rights (including demand and piggyback registration rights);
(lj) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mk) material agreement with a term of more than six months which is not terminable by a Security Party or any of its Subsidiaries upon less than 30 days notice without penalty; or
(l) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or.
(nii) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable against each Security Party or any of its Subsidiaries party thereto and to the best of its knowledge, against any other party thereto, in each case in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company Each Security Party and its Subsidiaries have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which such Security Party or any of its Subsidiaries is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by such Security Party or any of its Subsidiaries under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULEto which such Security Party or any of its Subsidiaries is subject; none no Security Party or any of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none no Security Party or any of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any material contract, agreement, instrument or commitment to which it is a party; no Security Party or any of its Subsidiaries has delivered or received written notice or oral notice to a Responsible Officer of, or has knowledge that any other party intends to deliver any notice of, termination or non-renewal of term under any material contract, agreement or instrument to which such contract Security Party or commitmentany of its Subsidiaries is subject; and none no Security Party or any of the Company and its respective Subsidiaries is a party to any contract requiring it to purchase or sell goods or services or lease property above or below (as the case may be) prevailing market prices and rates or any other materially adverse contract or commitment in excess of $100,000 in the performance of which would have a Materially Adverse Effectaggregate for all such contracts or commitments.
Appears in 2 contracts
Sources: Note and Warrant Purchase Agreement (Thane International Inc), Note and Warrant Purchase Agreement (Thane International Inc)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth provided on the attached CONTRACTS SCHEDULESchedule 6.13, the Company Seller is not a party (including after giving effect to the Company) to any written or oralcurrently effective written:
(ai) pensioncontract, profit sharing, stock option, employee stock purchase agreement or other plan instrument under which Seller has made any loans or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangementadvances to, or any contract with any labor unionextended credit or financing to, or investment in, any severance agreements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating 50,000.00 in the aggregate, other than routine advances to loans to officers, directors or affiliatesemployees that do not exceed $5,000.00;
(cii) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(d) contract, agreement or indenture instrument relating to the borrowing of money money, the receipt of credit or financing or the mortgaging, pledging or otherwise placing a Lien on any material asset asset, property or right or group of assets assets, properties or rights of the CompanySeller;
(eiii) Guarantee of guarantee of, or surety contract for, any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)Indebtedness;
(fiv) lease contract, purchase order, agreement or agreement under which the Company or any Subsidiary 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 $25,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract instrument or group of related contracts contracts, agreements or instruments with the same party or group of affiliated parties parties, the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case that in the ordinary course of businessaggregate exceeds $50,000.00;
(iv) assignment, license, indemnification indemnification, contract or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)material Intellectual Property rights that will be transferred to Buyer hereunder;
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(lvi) contract, agreement or other arrangement with any officer, director, employee instrument under which Seller is lessee or Affiliate, or any Affiliate lessor of any officer, director or employeereal property;
(mvii) contract, agreement or instrument regarding any material indemnification provided to or by Seller that will be transferred to Buyer hereunder;
(viii) material contracts, agreements or instruments with a sales representative, manufacturer’s representative, promoter, sponsor, distributor, dealer, broker, sales agency, advertising agency or any other Person engaged in sales, distributing or promotional activities to act on behalf of Seller or for Seller to act of behalf of such person;
(ix) any partnership or joint venture agreement;
(x) power of attorney;
(xi) contract or agreement relating to any merger, acquisition, disposition, consolidation, liquidation or dissolution of Seller or any interest therein or any of its material rights, properties or assets;
(xii) contract or agreement (other than this Agreement) prohibiting it Seller in any material respect from freely engaging in any business or competing anywhere in the world; or
(nxiii) any other contract or agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all enter into any of the foregoing.
(b) All of the foregoing material contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as those set forth on Schedule 6.16 are in full force and effect, are valid and binding on Seller and, to the CONTRACTS SCHEDULEKnowledge of the Seller Parties, the Company and its Subsidiaries are other person(s) party thereto. Seller is not in default under, in breach of, or in receipt of any written claim of default or breach under under, any such material contract, agreement agreement, arrangement or instrument; no . No event has occurred which which, with the passage of time or the giving of notice or both both, would result in a default, breach or event of noncompliance by Seller under any such material contract, agreement agreement, arrangement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of instrument. Seller Parties do not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge have Knowledge of any breach or anticipated breach by the any other parties party to any such contract contract, agreement, arrangement or commitment; instrument. Seller has not received any written notice of cancellation or non-renewal of any such material contract, agreement, arrangement or instrument.
(c) Seller has provided Buyer access to a true, accurate and none complete copy of each of the Company written contracts, agreements, arrangements and its Subsidiaries is a party instruments that are referred to any contract on Schedule 6.13 and Schedule 6.16, together with all amendments, waivers, modifications, extensions or commitment the performance of which would have a Materially Adverse Effectother changes thereto.
Appears in 2 contracts
Sources: Asset Purchase Agreement (UCI Holdco, Inc.), Asset Purchase Agreement (United Components Inc)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, neither the Company nor any Subsidiary is not a party to any: (including after giving effect to the Companyi) to collective bargaining agreement or contract with any written or oral:
labor union; (aii) bonus, pension, profit sharing, stock option, employee stock purchase retirement or other plan form of deferred compensation plan, other than as described in Section 4.13 or arrangement providing for deferred on the attached EMPLOYEE BENEFITS SCHEDULE; (iii) stock purchase, stock option or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
similar plan; (biv) contract for the employment or any contract relating to wages, hours or other conditions of employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates;
basis; (c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(dv) agreement or indenture relating to the borrowing of money or the a line of credit or to mortgaging, pledging or otherwise placing a Lien lien on any material asset or group of assets of the Company;
(e) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary portion of the Company's debts or another any Subsidiary's debts);
assets; (fvi) guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement under which the Company it is a lessee or any Subsidiary is lessee of lessor of, or holds or operates any propertyoperates, 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 $25,000;
(g) lease or agreement under which the Company or any Subsidiary is lessor of or permits any third party to hold or operate operate, any propertypersonal or real property for which the annual rental exceeds $50,000; (viii) license or other contract with respect to Intellectual Property, real including, without limitation, the Intellectual Property rights and franchise agreements to which the Company or personal, owned any of its Subsidiaries is a party; (ix) contracts not entered into in the ordinary course of business that involve expenditures or controlled 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;
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; (hxii) 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 group any of affiliated parties its Subsidiaries of products or services under which the performance undelivered balance of which involves aggregate annual consideration such products and services has a selling price in excess of $25,000 except purchase orders from existing customers 50,000; (xiv) contract or to existing vendors, in either case in group of related contracts with the ordinary course same party for the sale by the Company or any of business;
(i) assignment, license, indemnification its Subsidiaries of products or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it the undelivered balance of such products or services has granted any Person any registration rights a sales price in excess of $50,000; (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mxv) contract or agreement prohibiting it with any Affiliate; (xvi) contracts restricting a Person from competing with the Company or any of its Subsidiaries; (xvii) contracts which prohibit or restrict in any manner the Company or any Subsidiary from freely engaging in any line of business or competing anywhere in the world; oror (xviii) other material contracts.
(nb) any other agreement Buyer either has been supplied with, or has been given access to, a true and correct copy of all written contracts which is material are referred to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.
(c) All contracts listed on the attached CONTRACTS SCHEDULE are in full force and effect and constitute legal, valid and binding obligations of the contractsCompany and/or its Subsidiaries, agreements and instruments required except where the failure of such contracts to be in full force and effect and to constitute legal, valid and binding obligations would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any Subsidiary nor, to the Company's knowledge, any other party, is in default under any contract listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the attached CONTRACTS SCHEDULE, the Company except where such default would not have a Material Adverse Effect, and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with which, but for the passage of time or the giving of notice or both notice, would result in constitute such a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Atrium Companies Inc), Stock Purchase Agreement (Best Built Inc)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, neither the Company nor any of its Subsidiaries is not a party (including after giving effect to the Company) to any written or oralany:
(ai) collective bargaining agreement or other Contract with any labor union, other than as set forth on the Employment and Labor Matters Schedule;
(ii) bonus, pension, profit sharing, stock option, employee stock purchase retirement or other plan or arrangement providing for form of deferred or compensation plan, other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreementsthan as set forth on the Employee Benefits Schedule;
(biii) contract stock purchase, stock option or similar plan;
(iv) employment or consulting Contract providing for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 per annum, or contract relating to loans to officers, directors or affiliatesany severance Contract;
(cv) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(d) agreement or indenture Contract relating to the borrowing of money by or lending from the mortgagingCompany or any Subsidiary from or to any third party or to the mortgaging of, pledging of or otherwise placing a Lien on any material asset or group of assets portion of the Company’s or any Subsidiary’s assets;
(evi) Guarantee Contract providing for the guaranty by the Company or any Subsidiary of any obligation liability of any Person (other than by the Company of a wholly-owned or any Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(fvii) Contract obligating the Company or any Subsidiary, or providing the Company or any Subsidiary with the option or right, to purchase or otherwise acquire any equity interest in or assets of any other Person;
(viii) Contract pursuant to which either (i) the Company or any Subsidiary is obligated to indemnify or hold harmless any Person (other than the Company or any Subsidiary), or (ii) any Person (other than the Company or any Subsidiary) is obligated to indemnify or hold harmless the Company or any Subsidiary, in each case, other than in accordance with the terms of any standard warranty and/or terms and conditions of the Company or any of its Subsidiaries or of any other Person;
(ix) lease or agreement under which the Company or any Subsidiary it is lessee of of, or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $25,000100,000;
(gx) lease or agreement under which the Company or any Subsidiary it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by for which the Company or any Subsidiaryannual rental exceeds $100,000;
(hxi) contract Contract or group of related contracts Contracts with the same party for the purchase of products or group services, under which the undelivered balance of affiliated parties the performance of which involves aggregate annual consideration such products and services has a selling price in excess of $25,000 except 250,000 (other than purchase orders from existing customers or to existing vendors, in either case entered into in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(jxii) warranty agreement Contract or group of related Contracts with respect to its the same party for the sale of products or services rendered or its products sold or leased;
(k) agreement under which it the undelivered balance of such products or services has granted any Person any registration rights a sales price in excess of $250,000 (including piggyback rightsother than purchase orders entered into in the ordinary course of business);
(lxiii) contractContract pursuant to which (A) the Company or any Subsidiary grants to any Person the option, agreement license or other arrangement right to use any Intellectual Property rights owned by the Company or any of its Subsidiaries, other than non-exclusive licenses granted in the ordinary course with any officerthe sale, director, employee distribution or Affiliatemarketing of the Company’s or its Subsidiaries’ products, or (B) the Company or any Affiliate Subsidiary obtains a license, option or other right from any Person to use any Intellectual Property (other than off-the-shelf software with a replacement cost and/or annual license fee of any officer, director or employeeless than $100,000);
(mxiv) contract or agreement prohibiting it from freely engaging Contract containing covenants that in any way purport to restrict the business activity of the Company or any of its Subsidiaries in any material respect or limit the freedom of any of them to engage in any line of business or competing anywhere in the world; orto compete with any Person;
(nxv) partnership agreement or joint venture agreement between the Company or any of its Subsidiaries and any other agreement which is material to its operations and business prospects Person;
(xvi) other Contract that involves the expenditure, payment or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, receipt by the Company and its Subsidiaries of more than $250,000 (other than purchase orders received in the ordinary course of business); or
(xvii) amendment or supplement to or other modification of, or commitment to enter into, any of the foregoing.
(b) Seller has delivered or made available to Buyer a true and correct copy of all written Contracts which are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed referred to on the CONTRACTS SCHEDULE; none Contracts Schedule, together with all amendments, waivers or other changes thereto.
(c) Each contract on the Contracts Schedule (each, a “Material Contract” and, collectively, the “Material Contracts”) is a valid and binding agreement of the Company or its Subsidiary, as the case may be, enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and its Subsidiaries has subject to general principles of equity).
(i) Neither the Company nor any present expectation or intention of not fully performing all such obligations; Subsidiary is in material default under any Material Contract, (ii) to the Company’s Knowledge, none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Material Contracts is in material default thereunder, (iii) to the Company’s Knowledge, no event has occurred that with notice or lapse of time would constitute a material breach or default under, or permit termination, modification or acceleration of, any Material Contract, and (iv) neither the Company and its Subsidiaries is a nor any Subsidiary has received written notice of any default under any Material Contract that any other party to any contract Material Contract intends to cancel, terminate or commitment the performance of which would have a Materially Adverse Effectfail to renew such Contract.
Appears in 2 contracts
Sources: Stock Purchase Agreement, Stock Purchase Agreement (Compass Diversified Holdings)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, none of the Company or any of its ------------------ Subsidiaries is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan plan, arrangement or arrangementpractice, whether formal or informal;
(b) collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bc) management agreement, contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis (i) providing annual cash or other compensation in excess of $25,000 50,000, (ii) providing for the payment of any cash or contract relating other compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) otherwise restricting its ability to loans to officers, directors terminate the employment of any employee at anytime for any lawful reason or affiliates;
(c) contract under which the Company has advanced for no reason without penalty or loaned any other Persons amounts in the aggregate exceeding $25,000liability;
(d) contract or agreement involving any Governmental Entity;
(e) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company;
Company (eor any of its Subsidiaries) Guarantee or any letter of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)credit arrangements;
(f) lease or agreement under which Guarantee, other than endorsements made for collection in the Company or any Subsidiary is lessee ordinary course 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 $25,000business;
(g) lease or agreement under which the Company or any Subsidiary of its Subsidiaries is (i) lessee of or holds or operates any personal property, owned by any other party, except for any lease of personal property under which the aggregate annual rental payments do not exceed $100,000 or (ii) lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any Subsidiaryof its Subsidiaries;
(h) contract or group of related contracts with the same party or group of affiliated parties for the performance purchase or sale of raw materials, commodities, supplies, products, equipment or other personal property or services under which involves aggregate annual consideration the undelivered balance as of December 31, 1996 of such products and services has a selling price in excess of $25,000 except 100,000, exclusive of customer purchase orders from existing customers received in the ordinary course of business or to existing vendors, in either case Company purchase orders delivered in the ordinary course of business;
(i) assignmentother contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company or any of its Subsidiaries upon 30 days' or less notice without penalty or involving more than $100,000 as to any one contract and $500,000 as to any group of related contracts but, in any event, exclusive of customer purchase orders received in the ordinary course of business or Company purchase orders delivered in the ordinary course of business;
(j) contract relating to the marketing, sale, advertising or promotion of its products;
(k) agreements relating to the ownership of, investments in or loans and advances to any Person, including investments in joint ventures and minority equity investments;
(l) license, royalty, indemnification or other agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jm) warranty agreement with respect to its services rendered broker, agent, sales representative, sales or its products sold or leaseddistribution agreement;
(kn) power of attorney or other similar agreement under which it has granted any Person any registration rights (including piggyback rights)or grant of agency;
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mo) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including, without limitation, any nondisclosure or confidentiality agreements; or
(np) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 100,000 annually. Except as set forth on , whether or not in the CONTRACTS SCHEDULEordinary course of business.
(ii) To the Knowledge of the Company and the Shareholders, all of the contracts, agreements and instruments set forth or required to be listed thereon set forth on the attached Contracts Schedule (the "Material Contracts") are valid, binding ------------------ ------------------ and enforceable in accordance with their respective terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). Except as set forth on Subject to any applicable cancellation or termination rights of a party to a Material Contract, each of the CONTRACTS SCHEDULEMaterial Contracts shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. To the Knowledge of the Company and the Shareholders, each of the Company and its Subsidiaries are has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrumentMaterial Contract; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULEMaterial Contract; and none of the Company and or any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge Knowledge of any breach or cancellation or anticipated breach or cancellation by the other parties to any such contract Material Contract to which they are parties.
(iii) The Purchaser has been supplied with a true and correct copy of each written Material Contract, together with all amendments, waivers or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance other changes thereto (all of which would have a Materially Adverse Effect.amendments, waivers or other changes thereto are described on the attached Contracts Schedule). ------------------
Appears in 1 contract
Sources: Recapitalization Agreement (Pen Tab Industries Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement Agreement, or as set forth on in the attached CONTRACTS SCHEDULEDisclosure Letter, and to the Company is best of such Stockholder's knowledge, as of the Closing the Company, or Subsidiaries will not be a party (including after giving effect to the Company) to to, or bound by, any currently effective written or oral:
(aA) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred deferred, incentive or other compensation to employees or any other employee benefit plan or arrangementplan, or any contract with any labor union, or any severance agreements;
(bB) contract for the employment of any officer, individual employee employee, or other Person person or entity on a full-time, part-time, consulting or other basis providing annual compensation which, in excess any way, restricts or limits its right to terminate such contract at will (but such schedule need not disclose the existence of $25,000 any law, public policy, or contract relating any oral discussions, or oral statements of policy which might, under current law, be interpreted as imposing upon the Company any covenant of good faith and fair dealing, or otherwise generally restrict the Company's ability to loans to officers, directors terminate its employees other than on an "at-will" basis or affiliateswithin sixty (60) days following delivery of a notice of termination);
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(dC) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging pledging, transfer of a security interest, or otherwise placing a Lien lien on any material asset or material group of assets of the Company;
(eD) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(fE) lease or agreement under which it is the Company or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real ; but there may be excluded from such Schedule leases or personal property agreements under which the aggregate annual rental payments of the Company do not not, in the aggregate, exceed $25,00050,000;
(gF) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts agreements with the same party or any group of affiliated parties who are affiliated, which requires an aggregate payment by or to the performance of which involves aggregate annual consideration Company in an amount in excess of $25,000 except (x) with respect to purchase or sales orders from existing customers or to existing vendors, in either case in the ordinary course of business;
, $100,000 and (iy) assignment, license, indemnification or agreement with respect to any intangible property (includingother contracts, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)$25,000;
(jG) warranty agreement of the Company with respect to its services rendered provided or its products sold sold, licensed or leasedleased by the Company as seller, licensor or lessor;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mH) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nI) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are Company's business.
(ii) Such Stockholder is not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any oral or written contract which prohibits, or commitment the materially restricts or limits his performance of his or her duties or the fulfillment of his or her obligations as an employee, director or an officer of the Company or Subsidiary.
(iii) Except as specifically anticipated by this Agreement and except for their indemnity agreements as directors of the Company which would have shall survive the Closing or as set forth in the Disclosure Letter, such Stockholders, his or her family members or any Affiliate of such Stockholder is not a Materially Adverse Effectparty to any oral or written contract with the Company or a Subsidiary thereof.
Appears in 1 contract
Sources: Stock Purchase Agreement (Powerwave Technologies Inc)
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set Section 4.19 of the Disclosure Schedule sets forth on the attached CONTRACTS SCHEDULEa list of all material agreements, Contracts and commitments to which the Company or any Company Subsidiary is not a party (including after giving effect to or by which the Company) to , any written Company Subsidiary or oraltheir respective assets are bound (each, a "Material Contract"), including, without limitation:
(a) pensionagreements, profit sharingcontracts, stock option, employee stock purchase commitments or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreementsarrangements involv- ing Intellectual Property;
(b) contract for employment agreements or severance agreements or employee termination arrangements that are not terminable at will by the employment of any officer, individual employee Company or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesCompany Subsidiary without penalty;
(c) contract under which any change of control agreements with employees of the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000Company Subsidiary;
(d) agreement agreements, contracts, commitments or indenture relating to arrangements contain -ing any covenant limiting the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets ability of the CompanyCompany or any Company Subsidiary to engage in any line of business or to compete with any business or person;
(e) Guarantee agreements or contracts with any officer, director or em- ployee of (i) the Company or (ii) any obligation Company Subsidiary (other than employment, severance and change of control agreements covered by the Company of a wholly-owned Subsidiary's debts clause (b) or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts(c) above);
(f) lease agreements or agreement contracts under which the Company or any Company Subsidiary is lessee has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or holds loaned money or operates any propertyguarantee of such indebtedness, real or personalin each case, owned by any other party, except for any lease relating to amounts in excess of real or personal property under which the aggregate annual rental payments do not exceed $25,0005,000;
(g) lease joint venture agreements or agreement under which other agreements involving the Company or any Subsidiary is lessor sharing of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any Subsidiaryprofits;
(h) contract leases pursuant to which personal or group real property is leased to or from the Company or any Company Subsidiary;
(i) powers of related attorney from the Company or any Company Subsid- iary;
(j) guaranties, suretyships or other contingent agreements of the Company or any Company Subsidiary;
(k) all agreements, contracts, commitments and arrangements between the Company or any Company Subsidiary and any Governmental Entity;
(l) any agreement, contract, commitment or arrangement relat- ing to capital expenditures with respect to the Company or any Company Subsidiary and involving future payments which exceed $5,000 in any 12 month period;
(m) any agreement, contract, commitment or arrangement relat- ing to the acquisition of assets (other than in the ordinary course of business consistent with past practice) or any capital stock of any business enterprise;
(n) any investment banking or other professional services agreement;
(o) contracts with (other than those covered by clause (a) through (n) above) pursuant to which the same party Company and the Company Subsidiaries will receive or group of affiliated parties the performance of which involves aggregate annual consideration pay in excess of $25,000 except purchase orders from existing customers 5,000 over the life of the contract;
(p) any other material agreements, Contracts and commitments whether or to existing vendors, in either case not entered into in the ordinary course of business;; and
(iq) assignment, license, indemnification all proposed arrangements or agreement with respect contracts of the Company or the Company Subsidiaries which the Company reasonably expects to any intangible property be near consummation and of a type that if entered into would be a Contract described in clauses (including, without limitationa) through (o) above. Neither the Company, any patentCompany Subsidiary nor, trademarkto the Stockholder's and the Company's knowledge, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which party thereto, is in material to its operations breach of or in material default under any Material Contract. Each such Material Contract is in full force and business prospects or which involves effect, and is a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULElegal, all valid and binding obligation of the contractsCompany and/or the applicable Company Subsidiaries and, agreements to the Stockholder's and instruments required to be listed thereon are validthe Company's knowledge, binding and each of the other parties thereto, enforceable in accordance with their respective its terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.
Appears in 1 contract
Sources: Stock Purchase Agreement (Captech Financial Group, Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE"Contracts Schedule," as of the Closing, neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors or affiliates;
(c) contract under which the Company or a Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(d) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual a consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business150,000;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement agreements under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeeemployee except employment agreements terminable at will;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; orand
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 150,000 annually. Except as set forth on the CONTRACTS SCHEDULE, .
(ii) The Company and each Subsidiary have performed all of the contracts, agreements and instruments material obligations required to be listed thereon are valid, binding performed by them and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default under or in breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such material contract or commitmentcommitment to which it is a party; and none of neither the Company and its Subsidiaries nor any Subsidiary is a party to any materially adverse contract or commitment commitment.
(iii) The Purchasers' special counsel has been supplied with a true and correct copy of each of the performance written contracts and an accurate description of the oral contracts which would have a Materially Adverse Effectare referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Sources: Purchase Agreement (Centennial Communications Corp)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or having a remaining term of 3 years or longer, or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company or any Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00010,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(ev) Guarantee guarantee of any obligation in excess of $10,000 (other than by the Company of a whollyWholly-owned Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(fvi) lease or agreement under which the Company or any Subsidiary 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 $25,000100,000;
(gvii) lease or agreement under which the Company or any Subsidiary is lessor of or permits any third party to -35- hold or operate any property, real or personal, owned or controlled by the Company or any Subsidiary;
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration payments in any period of 12 consecutive months in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business100,000;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(lxii) sales, distribution or franchise agreement;
(xiii) agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty;
(xiv) contract, agreement or other arrangement (A) with any officer, director, stockholder, employee or (B) involving an aggregate of $50,000 or more in any period of 12 consecutive months, with Affiliate, or any Affiliate of any officer, director director, stockholder or employee;
(mxv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under 120,000 annually (excluding any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effectpurchase order involving less than $250,000).
Appears in 1 contract
Sources: Purchase Agreement (United Usn Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule or the Employee Benefits Schedule, neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 150,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000250,000;
(d) agreement to acquire the capital stock or other equity interests of any Person;
(e) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(ef) Guarantee guarantee of any obligation in excess of $250,000 (other than by the Company of a whollyWholly-owned Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(fg) all joint venture or other similar agreements to which the Company or any of its Subsidiaries is a party;
(h) lease or agreement under which the Company or any Subsidiary 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 $25,000100,000;
(gi) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(hj) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or 250,000 other than Professional Services Agreements with clients of the Company which do not include any material changes to existing vendors, in either case in the ordinary course of businessCompany's standard form;
(ik) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jl) warranty agreement with respect to its services rendered or its products sold or leased;
(km) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(ln) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mo) agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty;
(p) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world;
(q) any "material contract" as defined under the rules and regulations of the Securities and Exchange Commission; or
(nr) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on 250,000 annually (excluding any purchase orders involving less than $250,000) other than Professional Services Agreements with clients of the CONTRACTS SCHEDULECompany which do not contain terms which are materially adverse to the Company from those contained in the Company's current standard form.
(ii) To the Company's knowledge, all of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule and each of the Professional Services Agreements with clients of the Company set forth on the Clients Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the The Company and its Subsidiaries each Subsidiary have performed all obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrumentinstrument listed on the Contracts Schedule and each of the Professional Services Agreements with clients of the Company set forth on the Clients Schedule; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract material contract, agreement, instrument or commitment; commitment to which it is a party.
(iii) A true and none correct copy of each of the Company written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto has been made available to or provided to the Purchaser's special counsel.
(iv) Except as disclosed in the Contracts Schedule, no contract required to be set forth on the Contracts Schedule will, by its Subsidiaries is terms, terminate as a result of the transactions contemplated hereby or require any consent from any party thereto in order to any contract or commitment the performance of which would have a Materially Adverse Effect.remain in full force and effect immediately after
Appears in 1 contract
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 250,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000250,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation (other than by the Company in excess of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)$100,000;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,000100,000;
(g) lease or agreement under which the Company or any Subsidiary is lessor of or permits any third party to hold or operate any material property, real or personal, owned or controlled by the Company or any Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business5,000,000;
(i) assignment, license, indemnification or agreement with respect to any material intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(j) warranty agreement with respect to its services rendered or its products sold or leasedleased pursuant to which it has incurred during either of the last two calendar years, or expects to incur in any future calendar year, expenses in excess of $100,000;
(k) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(l) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(m) agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without a penalty in excess of $200,000, except as otherwise disclosed on the Contract Schedule;
(n) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(no) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 250,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all .
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the The Company and its Subsidiaries each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract material contract, agreement, instrument or commitmentcommitment to which it is a party; and none of neither the Company and its Subsidiaries nor any Subsidiary is a party to any materially adverse contract or commitment the performance of which would have a Materially Adverse Effectcommitment.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Zytec Corp /Mn/)
Contracts and Commitments. (i) Except as as, expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, “Contracts Schedule” or the attached “Employee Benefits Schedule,” the Company is not a party (including after giving effect to the Company) to any written or oral:
(a) pension, profit sharing, stock option, employee warrant, stock purchase or other plan or arrangement providing for deferred or other compensation to directors, officers, employees or consultants or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates6r Affiliates;
(c) contract under which the Company has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,0005,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing placing, a Lien lien on any material asset or material group of assets of the Company;
(e) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,0005,000;
(g) lease or agreement under which the Company or any Subsidiary 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 SubsidiaryCompany;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business10,000;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, including without limitation, any patent, trademark, trade name, copyright, know-how, trade secret Intellectual Property Rights or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leasedsold;
(k) agreement under which it has granted any Person any registration rights (including including, without limitation, demand or piggyback registration rights);
(l) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(m) agreement with a term of more than six months which is not terminable by the Company upon less than 30 days’ notice without penalty;
(n) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world;
(o) joint venture, strategic alliance, collaboration or similar agreements; or
(np) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all prospects.
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable against the Company, and to the Company’s knowledge against each other party thereto in accordance with their respective terms. Except as set forth The Company has performed all material obligations required to be performed by it under the contracts, agreements and instruments required to be listed on the CONTRACTS SCHEDULE, the Company Contracts Schedule and its Subsidiaries are is not in default under or in breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which the Company is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries is subject; the Company has any no present expectation or intention of not fully performing all such obligationsobligations in all material respects; none of and the Company and its Subsidiaries has any no knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment to which it is subject.
(iii) Upon request, the performance Purchasers will have been supplied with a true and correct copy of each of the written contracts and an accurate written description of each of the oral contracts which would have a Materially Adverse Effectare required to be listed on the Contracts Schedule, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Sources: Series C 2 Preferred Stock Purchase Agreement (Nanosphere Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any -------- written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 75,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Debt or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation in excess of $100,000 (other than by the Company of a whollyWholly-owned Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement under which the Company or any Subsidiary 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 $25,000100,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(ji) warranty agreement with respect to its services rendered or its products sold or leased;
(kj) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(k) sales, distribution or franchise agreement;
(l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director director, stockholder or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects contract or group of related contracts with the same party or group of affiliated parties the performance of which involves a consideration in excess of $25,000 annually. Except as set forth on 200,000; or agreement with a term of more than six months which is not terminable by the CONTRACTS SCHEDULE, all Company or any Subsidiary upon less than 30 days notice without penalty.
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable in accordance with ------------------ their respective termsterms in all material respects. Except as set forth on the CONTRACTS SCHEDULE, the The Company and its Subsidiaries each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject and; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract material contract, agreement, instrument or commitment; and none of the Company and its Subsidiaries commitment to which it is a party to any contract or commitment the performance of which would have a Materially Adverse Effectparty.
Appears in 1 contract
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set Section 4.19 of the Disclosure Schedule sets forth on the attached CONTRACTS SCHEDULEa list of all material agreements, Contracts and commitments to which the Company or any Company Subsidiary is not a party (including after giving effect to or by which the Company) to , any written Company Subsidiary or oraltheir respective assets are bound (each, a “Material Contract”), including, without limitation:
(a) pensionagreements, profit sharingcontracts, stock option, employee stock purchase commitments or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreementsarrangements involving Intellectual Property;
(b) contract for employment agreements or severance agreements or employee termination arrangements that are not terminable at will by the employment of any officer, individual employee Company or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesCompany Subsidiary without penalty;
(c) contract under which any change of control agreements with employees of the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000Company Subsidiary;
(d) agreement agreements, contracts, commitments or indenture relating to arrangements containing any covenant limiting the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets ability of the CompanyCompany or any Company Subsidiary to engage in any line of business or to compete with any business or person;
(e) Guarantee agreements or contracts with any officer, director or employee of (i) the Company or (ii) any obligation Company Subsidiary (other than employment, severance and change of control agreements covered by the Company of a wholly-owned Subsidiary's debts clause (b) or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts(c) above);
(f) lease agreements or agreement contracts under which the Company or any Company Subsidiary is lessee has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or holds loaned money or operates any propertyguarantee of such indebtedness, real or personalin each case, owned by any other party, except for any lease relating to amounts in excess of real or personal property under which the aggregate annual rental payments do not exceed $25,0005,000;
(g) lease joint venture agreements or agreement under which other agreements involving the Company or any Subsidiary is lessor sharing of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any Subsidiaryprofits;
(h) contract leases pursuant to which personal or group real property is leased to or from the Company or any Company Subsidiary;
(i) powers of related attorney from the Company or any Company Subsidiary;
(j) guaranties, suretyships or other contingent agreements of the Company or any Company Subsidiary;
(k) all agreements, contracts, commitments and arrangements between the Company or any Company Subsidiary and any Governmental Entity;
(l) any agreement, contract, commitment or arrangement relating to capital expenditures with respect to the Company or any Company Subsidiary and involving future payments which exceed $5,000 in any 12 month period;
(m) any agreement, contract, commitment or arrangement relating to the acquisition of assets (other than in the ordinary course of business consistent with past practice) or any capital stock of any business enterprise;
(n) any investment banking or other professional services agreement;
(o) contracts with (other than those covered by clause (a) through (n) above) pursuant to which the same party Company and the Company Subsidiaries will receive or group of affiliated parties the performance of which involves aggregate annual consideration pay in excess of $25,000 except purchase orders from existing customers 5,000 over the life of the contract;
(p) any other material agreements, Contracts and commitments whether or to existing vendors, in either case not entered into in the ordinary course of business;; and
(iq) assignment, license, indemnification all proposed arrangements or agreement with respect contracts of the Company or the Company Subsidiaries which the Company reasonably expects to any intangible property be near consummation and of a type that if entered into would be a Contract described in clauses (including, without limitationa) through (o) above. Neither the Company, any patentCompany Subsidiary nor, trademarkto the Stockholder’s and the Company’s knowledge, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which party thereto, is in material to its operations breach of or in material default under any Material Contract. Each such Material Contract is in full force and business prospects or which involves effect, and is a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULElegal, all valid and binding obligation of the contractsCompany and/or the applicable Company Subsidiaries and, agreements to the Stockholder’s and instruments required to be listed thereon are validthe Company’s knowledge, binding and each of the other parties thereto, enforceable in accordance with their respective its terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.
Appears in 1 contract
Sources: Stock Purchase Agreement (Captech Financial Group, Inc)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or any Related Documents or as set forth on Item 4.16 of the attached CONTRACTS SCHEDULEDisclosure Schedule, as of the Company date of this Agreement, neither Crown nor any of its Subsidiaries is not a party (including after giving effect to the Company) to any written or oral:oral (all items set forth thereon are referred to as "Material Agreements"):
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors directors, shareholders or affiliatesAffiliates;
(ciii) contract under which the Company it has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(div) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien an Encumbrance on any material asset or material group of assets of the Companyassets;
(ev) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(fvi) lease lease, sublease, license or other agreement under which the Company or any Subsidiary it is lessee or sublessee or licensee of or holds holds, uses, occupies or operates any property, real or personal, owned by any other party, except for any lease of such agreement relating to real or personal property under which the aggregate annual rental payments do not exceed $25,000100,000;
(gvii) lease lease, sublease, license or other agreement under which the Company or any Subsidiary it is lessor or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate any property, real or personal, owned or controlled by the Company or any Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration it in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business100,000;
(iviii) assignment, license, license or indemnification or agreement with respect to any intangible property property, (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(jix) warranty agreement with respect to its services rendered or its products sold or leased;
(kx) agreement under which it has granted any Person any registration rights or similar rights (including piggyback rights)) or co-sale or similar rights in respect of any of its securities;
(lxi) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate franchise agreements involving amounts in excess of any officer, director or employee$100,000;
(mxii) agreement with a term of more than six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in excess of $100,000;
(xiii) contract or agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the world; or;
(nxiv) contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of its Interests with any officer, director, employee, or holder of Interests;
(xv) joint venture, partnership or similar agreement involving a sharing of profits or expenses;
(xvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 100,000 annually.
(b) True and complete copies of all written Material Agreements, and accurate and complete summaries of the material terms of all oral Material Agreements, have been made available to the Odyssey Investors or their respective counsel. Except as set forth on Item 4.16 of the CONTRACTS SCHEDULEDisclosure Schedule, or where the failure would not have a Material Adverse Effect on Crown, all of the contracts, agreements Material Agreements set forth on such Item 4.16 are in full force and instruments required to be listed thereon effect and are valid, binding and enforceable against Crown and each of its Subsidiaries in accordance with their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). Except as set forth on the CONTRACTS SCHEDULE, the Company Each of Crown and each of its Subsidiaries are not has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any of its Subsidiaries is in default under or in breach of, nor is any of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the passing of time, the giving of notice, or both would constitute a breach or default under any such contract, agreement or instrumentMaterial Agreement to which it is subject which would reasonably be expected to have a Material Adverse Effect on Crown; no event has occurred which with the passage neither Crown nor any of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries Material Agreement to which it is a party to any contract or commitment the performance of which would be reasonably expected to have a Materially Material Adverse EffectEffect on Crown.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, none of the Company Companies is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrange ments, contracts with any multi-employer organization or association for the purpose of collective bargaining or collective bargaining agreement administration, or subcontractor for whose non-compliance with collective bargaining agreements any of the Companies are liable;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company has Companies have advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompanies;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts Guaranty, performance bond or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)similar agreement;
(fvi) lease or agreement under which the Company or any Subsidiary Companies 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 $25,000;
(gvii) lease or agreement under which the Company or any Subsidiary Companies 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 SubsidiaryCompanies;
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except 25,000, other than purchase and sales orders from existing customers or to existing vendors, in either case incurred in the ordinary course of business;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights);
(lxii) contractsales, agreement distribution, supply or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mxiii) agreement with a term of more than six months which is not terminable by the Companies upon less than 30 days' notice without penalty and involves a consideration in excess of $25,000 annually;
(xiv) contract regarding voting, transfer or other arrangements related to the Companies' capital stock or warrants, options or other rights to acquire any of the Companies' capital stock;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as .
(b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon SCHEDULE are valid, binding and enforceable in accordance with their respective termsterms and will be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Company Companies and its Subsidiaries are their respective subcontractors has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, lease, agreement or instrumentinstrument to which the Companies are subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Companies under any such contract, lease, agreement or instrument listed on to which the CONTRACTS SCHEDULECompanies are subject; (iii) none of the Company and its Subsidiaries Companies has any present expectation or intention of not fully performing all such obligations; none (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the Company other party thereto for late performance or delivery; and its Subsidiaries (v) neither the Companies nor any Seller has any knowledge of any breach or anticipated breach by the other parties to any such contract contract, lease, agreement, instrument or commitment; and none commitment to which they are parties. None of the Company and its Subsidiaries Companies is a party to any contract contract, agreement or commitment the performance of which would could reasonably be expected to have a Materially Material Adverse Effect.
(c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Contracts and Commitments. 4.12.1. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any -------- written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 75,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Debt or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation in excess of $100,000 (other than by the Company of a whollyWholly-owned Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement under which the Company or any Subsidiary 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 $25,000100,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(ji) warranty agreement with respect to its services rendered or its products sold or leased;
(kj) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(k) sales, distribution or franchise agreement;
(l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director director, stockholder or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or;
(n) any other agreement which is material to its operations and business prospects contract or group of related contracts with the same party or group of affiliated parties the performance of which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all 200,000; or agreement with a term of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, more than six months which is not terminable by the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of Subsidiary upon less than 30 days notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effectwithout penalty.
Appears in 1 contract
Sources: Senior Subordinated Loan Agreement (GTCR Golder Rauner LLC)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 50,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00050,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,00050,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business100,000;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(l) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(m) material agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty;
(n) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(no) any other agreement which is material to its operations and business prospects or which involves a consideration in excess relating to the acquisition of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all additional properties.
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the The Company and its Subsidiaries each Subsidiary have performed all material obligations required to be performed by them on or prior to the date of this Agreement and are not in default under or in breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such material obligations; none of and neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract material contract, agreement, instrument or commitment; commitment to which it is a party.
(iii) The Company has delivered or made available to the Purchasers' special counsel a true and none correct copy of each of the Company written instruments, plans, contracts and its Subsidiaries is a party agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to any contract on the Contracts Schedule, together with all amendments, waivers or commitment the performance of which would have a Materially Adverse Effectother changes thereto.
Appears in 1 contract
Sources: Preferred Stock and Warrant Purchase Agreement (Regent Assisted Living Inc)
Contracts and Commitments. (a) Except as expressly specifically contemplated by this Agreement or and except as set forth on the "Contracts Schedule" attached CONTRACTS SCHEDULEhereto, neither the Company ------------------ Seller (with respect to the Residual Acquired Commercial Assets) nor any of the Acquired Companies is not a party (including after giving effect to the Company) to any written or oralbound by any:
(ai) collective bargaining agreement or 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, employee stock purchase hospitalization insurance or other similar plan or arrangement providing for deferred practice, whether formal or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreementsinformal;
(bii) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates150,000;
(ciii) contract under which the Company has advanced change of control severance agreement or loaned any other Persons amounts in the aggregate exceeding $25,000similar arrangement;
(div) agreement or indenture relating to the borrowing of money or the other Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any material asset of its assets;
(v) contract under which the Seller or group of assets any of the Acquired Companies has advanced or loaned any other Person amounts in the aggregate exceeding $100,000, other than trade credit extended in the Ordinary Course of Business;
(vi) agreement with respect to the lending or investing of funds;
(vii) guaranty of any obligation, other than endorsements made for collection and guarantees of obligations of an Acquired Company pursuant to any Lease;
(viii) management, consulting, advertising, marketing, promotion, technical services, advisory or other contract or other similar arrangement relating to the design, marketing, promotion, management or operation of the Acquired Business involving payments in excess of $200,000 per year;
(ix) outstanding powers of attorney executed on behalf of the Seller or any Acquired Company;
(e) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(fx) lease or agreement under which the Company or any Subsidiary it is lessee of of, or holds or operates operates, any property, real or personal, personal property owned by any other party, except Person calling for any lease payments in excess of real or personal property under which the aggregate annual rental payments do not exceed $25,000100,000 annually;
(gxi) lease or agreement under which the Company or any Subsidiary it 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 Subsidiaryit and calling for payments in excess of $100,000 per year;
(hxii) any agreement or group of related agreements with the same Person for the purchase of products or services under which the annual expense of such products and services has a price in excess of $200,000 (other than agreements with any independent consultant or employee of the Acquired Business who provides services for fees to customers of the Acquired Business (a "Consultant")); ----------
(xiii) contract or group of related contracts with the same party continuing over a period of more than six months from the date or group of affiliated parties the performance of which involves aggregate annual consideration in excess of dates thereof, not terminable by it on 180 days or less notice without penalties and involving more than $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business250,000;
(ixiv) assignmentnon-competition or other, license, indemnification or agreement with respect similar agreements imposing material restrictions on the ability of the Seller (as to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(jthe Acquired Business) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any Acquired Company to conduct business or competing anywhere in the world; or
(nxv) any other agreement which is material to its operations the Acquired Business (whether or not entered into in the Ordinary Course of Business).
(b) The Contracts Schedule contains a complete and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all accurate ------------------ list of the contracts, agreements or other arrangements with the top twenty-five (25) customers of the Seller with respect to the Acquired Business and instruments required the Acquired Companies, with such top customers determined based upon annual revenues with respect to be listed thereon are valid, binding and enforceable in accordance with their respective terms. such customers for the fiscal year ended 1999.
(c) Except as disclosed on the Contracts Schedule, (i) no ------------------ contract on the Contracts Schedule and no other material contract or commitment ------------------ has been materially breached or canceled by the other party and the Seller has no knowledge of any anticipated material breach by any other party to any contract set forth on the CONTRACTS SCHEDULEContracts Schedule, (ii) no material customer or ------------------ material supplier has indicated in writing or, to the Company Seller's knowledge, orally to the Seller that it intends to stop or decrease the rate of business done with the Seller or any of the Acquired Companies (other than as a result of routine fluctuations that are customary in the Ordinary Course of Business), and no such material supplier has indicated in writing or orally that it desires to renegotiate its Subsidiaries contract or current arrangement with the Seller or any of the Acquired Companies, (iii) the Seller and each of the Acquired Companies have performed all of the material obligations required to be performed by them in connection with material contracts (including, but not limited to, all contracts set forth on the Contracts Schedule) or commitments and are not in material default (whereby such ------------------ default is continuing and has not been cured) under or in material breach under of any such contractmaterial contract or commitment, agreement or instrument; and no event has occurred which which, with the passage of time or the giving of notice or both both, would result in such a defaultcontinuing material default or material breach thereunder, breach or event of noncompliance under (iv) neither the Seller nor any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries Acquired Companies has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties material obligation pursuant to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any material contract or commitment including, without limitation, any contract set forth on the performance Contracts Schedule, and (v) each material agreement including, ------------------ without limitation, any contract set forth on the Contracts Schedule is legal, ------------------ valid, binding, enforceable and in full force and effect and will continue as such immediately following the consummation of the transactions contemplated hereby.
(d) Except as set forth on the Contracts Schedule, the Seller has ------------------ provided the Purchaser with a true, correct, complete and accurate copy or description of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers or other ------------------ changes thereto (all of which would have a Materially Adverse Effect.are disclosed on the Contracts Schedule). ------------------
Appears in 1 contract
Sources: Purchase Agreement (Staffmark Inc)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEAgreement, the Company neither MCK Nevada nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 60,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company MCK Nevada or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00010,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyMCK Nevada or its Subsidiaries;
(ev) Guarantee guarantee of any obligation (other than by the Company in excess of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)$10,000;
(fvi) lease or agreement under which the Company MCK Nevada or any Subsidiary 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 $25,000;
(gvii) lease or agreement under which the Company MCK Nevada or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company MCK Nevada or any SubsidiarySubsidiary except for any lease of real or personal property under which the aggregate annual rental payments do not exceed $10,000;
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business25,000;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(jx) warranty agreement with respect to its services rendered or its products sold sold, leased or leasedlicensed which contains terms and conditions that differ in any material respect from MCK Nevada's standard warranty terms and conditions (a copy of which standard terms and conditions is attached to the Disclosure Schedule);
(kxi) agreement under which it has granted any Person any registration rights (including including, without limitation, demand or piggyback registration rights);
(lxii) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mxiii) agreement with a term of more than six months which is not terminable by MCK Nevada or any Subsidiary upon less than 30 days notice without penalty and which involves consideration in excess of $25,000;
(xiv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxv) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 50,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all .
(b) All of the contracts, agreements and instruments set forth or required to be listed thereon set forth on the Disclosure Schedule have been executed and delivered and, to the best knowledge and belief of each Representing Party, are valid, binding and enforceable in accordance with their respective terms. Except as set forth MCK Nevada and each Subsidiary have performed all material obligations required to be performed by them under the contracts, agreements and instruments listed or required to be listed on the CONTRACTS SCHEDULE, the Company Disclosure Schedule and its Subsidiaries are not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach breach, or any intention to terminate, or event of noncompliance by MCK Nevada or any Subsidiary under any such contract, agreement or instrument listed or required to be listed on the CONTRACTS SCHEDULEDisclosure Schedule; none of the Company and its Subsidiaries neither MCK Nevada nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries neither MCK Nevada nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract contract, agreement, instrument or commitmentcommitment listed or required to be listed on the Disclosure Schedule; and none and, to the knowledge of the Company and its Subsidiaries MCK Nevada, neither MCK Nevada nor any Subsidiary is a party to any contract or commitment requiring it to purchase or sell goods or services or lease property above or below (as the performance case may be) prevailing market prices and rates.
(c) A true and correct copy of each of the written instruments, plans, contracts and agreements, including all amendments (or currently proposed amendments) and waivers thereto, and an accurate description of each of the oral arrangements, contracts and agreements which would are referred to on the Disclosure Schedule have a Materially Adverse Effectbeen made available to the Purchaser's special counsel.
Appears in 1 contract
Sources: Stock and Note Purchase Agreement (MCK Communications Inc)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, the Company is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00075,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)Guarantee;
(fvi) lease or agreement under which the Company or any Subsidiary 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 $25,000100,000;
(gvii) lease or agreement under which the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company Company, except for any lease of real or any Subsidiarypersonal property under which the aggregate annual rental payments do not exceed 100,000;
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except 100,000 annually, other than purchase and sales orders from existing customers or to existing vendors, in either case incurred in the ordinary course of business;
(iix) contract or other arrangement pursuant to which the Company has agreed to pay any portion of the Unpaid Compensation to any other Person;
(x) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(jxi) warranty agreement with respect to its services rendered or its products sold or leased;
(kxii) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(lxiii) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mxiv) agreement with a term of more than six months which is not terminable by the Company upon less than 60 days' notice without penalty and involves a consideration in excess of $100,000 annually;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 100,000 annually. Except as .
(b) All of the contracts, leases, agreements and instruments set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon Contracts Schedule are valid, binding and enforceable in accordance with their respective termsterms subject to the effects of (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other laws now or hereafter in effect relating to creditors' rights generally or (ii) general principles of equity. Except as set forth on the CONTRACTS SCHEDULEContracts Schedule, (i) the Company has performed all obligations required to be performed by it and its Subsidiaries are is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, lease, agreement or instrumentinstrument to which the Company is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such contract, lease, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries has is subject; (iii) the Company does not have any present expectation or intention of not fully performing all such obligations; none of and (iv) to the Company and its Subsidiaries Company's knowledge, there has any knowledge of any been no breach or anticipated breach by the other parties to any such contract contract, lease, agreement, instrument or commitment; and none of commitment to which the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effectparty.
Appears in 1 contract
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, the Company is not a party (including after giving effect to the Company) to any written or oral:
(a) Schedule 3.7 lists the following agreements, if any, whether oral or written, to which Plains Energy is a party, which are currently in effect, and which relate to the operation of Plains Energy’s business: (i) bonus, pension, profit sharing, stock optionretirement or other forms of deferred compensation plans; (ii) hospitalization insurance or other welfare benefit plans or practices, employee whether formal or informal; (iii) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
stock option plans; (biv) contract contracts for the employment of any officer, individual employee or other Person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $25,000 or contract relating to loans severance pay for any such Person; (v) confidentiality agreements; (vi) contracts, agreements or understandings relating to officers, the voting of Plains Energy Stock or the election of directors of Plains Energy; (vii) agreements or affiliates;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(d) agreement or indenture indentures relating to the borrowing of money or the to mortgaging, pledging or otherwise placing a Lien on any material asset or group of the assets of the Company;
Plains Energy; (eviii) Guarantee guaranties of any obligation for borrowed money or otherwise; (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(fix) any lease or agreement under which the Company or any Subsidiary Plains Energy is lessee of 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 exceeds $25,000;
50,000; (gx) any lease or agreement under which the Company or any Subsidiary Plains Energy is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned for which the annual rental exceeds $50,000; (xi) contracts which prohibit Plains Energy from freely engaging in business anywhere in the world; (xii) lease, license, participation or controlled similar agreements or arrangements, or agreements providing for the payment or receipt of royalties or other compensation by the Company or for Plains Energy in connection with intellectual property rights, mineral rights (including oil and natural gas rights), or any Subsidiary;
other assets of Plains Energy; (hxiii) contract contracts or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration commitments for capital expenditures in excess of $25,000 except purchase orders from existing customers 50,000; (xiv) agreements for the sale of any capital asset; or (xv) any other agreement which is either material to existing vendors, in either case Plains Energy’s business or was not entered into in the ordinary course of business;.
(ib) assignmentTo Plains Energy’s knowledge, licensePlains Energy has performed, indemnification or agreement with respect to any intangible property (includingin all material respects, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments obligations required to be listed thereon are valid, binding performed by it in connection with the contracts or commitments required to be disclosed in Schedule 3.7 and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are is not in receipt of any claim of default or breach under any contract or commitment required to be disclosed under such contract, agreement or instrumentcaption; Plains Energy has no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all any material obligation pursuant to any contract or commitment required to be disclosed under such obligationscaption; none of the Company and its Subsidiaries Plains Energy has any no knowledge of any breach or anticipated breach by the any other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effectrequired to be disclosed under such caption.
Appears in 1 contract
Sources: Merger Agreement (Ante4, Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee ------------------ -------- Benefits Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or ----------------- bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 75,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Debt or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation in excess of $100,000 (other than by the Company of a whollyWholly-owned Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement under which the Company or any Subsidiary 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 $25,000100,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(ji) warranty agreement with respect to its services rendered or its products sold or leased;
(kj) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(k) sales, distribution or franchise agreement;
(l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director director, stockholder or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects contract or group of related contracts with the same party or group of affiliated parties the performance of which involves a consideration in excess of $25,000 annually. Except as set forth on 200,000; or agreement with a term of more than six months which is not terminable by the CONTRACTS SCHEDULE, all Company or any Subsidiary upon less than 30 days notice without penalty.
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective termsterms in all material respects. Except as set forth on the CONTRACTS SCHEDULE, the The Company and its Subsidiaries each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject and; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract material contract, agreement, instrument or commitment; commitment to which it is a party.
(iii) The Purchaser's special counsel has been supplied with a true and none correct copy of each of the Company written instruments, plans, contracts and its Subsidiaries is a party agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to any contract on the Contracts Schedule, together with all amendments, waivers or commitment the performance of which would have a Materially Adverse Effectother changes thereto.
Appears in 1 contract
Contracts and Commitments. Except (i) The Company is in compliance with all applicable employee, tax and environmental laws, except as expressly contemplated by this Agreement or as set forth in the Company's SEC filings or on the attached CONTRACTS SCHEDULE, Disclosure Schedule and neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract or other commitment (whether written or oral) for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or a Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00010,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,00010,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business10,000;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(l) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(m) agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty;
(n) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(no) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all .
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth in the Company's SEC filings or in the Disclosure Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth on in the CONTRACTS SCHEDULECompany's SEC filings or in the attached Disclosure Schedule, the Company and its Subsidiaries each Subsidiary have performed all obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULEinstrument; none of neither the Company and its Subsidiaries nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract contract, agreement, instrument or commitment; and none of neither the Company and its Subsidiaries nor any Subsidiary is a party to any materially adverse contract or commitment commitment.
(iii) The Purchaser' special counsel has been supplied with a true and correct copy of each of the performance written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which would have a Materially Adverse Effectare referred to on the Disclosure Schedule, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, the Company Seller is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company Seller has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00010,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset Purchased Asset or group of assets of the CompanyAssumed Liability;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts Guaranty, performance bond or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)similar agreement;
(fvi) lease or agreement under which the Company or any Subsidiary Seller 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 $25,00010,000;
(gvii) lease or agreement under which the Company or any Subsidiary Seller 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 SubsidiarySeller;
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business10,000;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights);
(lxii) contractsales, agreement distribution, supply or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mxiii) agreement with a term of more than six months which is not terminable by Seller upon less than 30 days' notice without penalty and involves a consideration in excess of $10,000 annually;
(xiv) contract regarding voting, transfer or other arrangements related to Seller's capital stock or warrants, options or other rights to acquire any of Seller's capital stock;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as .
(b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon SCHEDULE are valid, binding and enforceable in accordance with their respective termsterms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, the Company (i) Seller has performed all obligations required to be performed by it and its Subsidiaries are is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, lease, agreement or instrumentinstrument to which Seller is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by Seller under any such contract, lease, agreement or instrument listed on the CONTRACTS SCHEDULEto which Seller is subject; none of the Company and its Subsidiaries has (iii) Seller does not have any present expectation or intention of not fully performing all such obligations; (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) none of the Company and its Subsidiaries Seller Parties has any knowledge of any breach or anticipated breach by the other parties to any such contract contract, lease, agreement, instrument or commitment; and none of the Company and its Subsidiaries commitment to which they are parties. Seller is not a party to any contract contract, agreement or commitment the performance of which would could reasonably be expected to have a Materially Material Adverse Effect.
(c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.
(d) Seller has either completed work assignments with System Owners within the time specified by System Owners or reached mutually satisfactory arrangements regarding work performance to specified time schedules without penalty to Seller.
(e) Seller is not required to have retainages withheld under existing contracts with System Owners other than that certain Agreement for Construction of Cable Television System dated as of January 1, 1998, between Time Warner Entertainment - Advance/▇▇▇▇▇▇▇▇ Partnership and Communicor Corporation, for which Seller has posted a bond in lieu of retainage.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, the Company is not a party to any: (including after giving effect to the Companyi) to collective bargaining agreement or contract with any written or oral:
labor union; (aii) bonus, pension, profit sharing, stock option, employee stock purchase retirement or other plan form of deferred compensation plan, other than as set forth in Section 3.14 or arrangement providing for deferred the Employee Benefits Schedule; (iii) stock purchase, stock option or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
similar plan; (biv) contract for the employment of any officer, individual employee or other Person person on a full-time, part-time, time or consulting or other basis providing annual for base compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates;
140,000 per annum; (c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(dv) agreement or indenture relating to the borrowing of money or the to mortgaging, pledging or otherwise placing a Lien (other than a Permitted Lien) on any material asset or group portion of the assets of the Company;
; (evi) Guarantee guaranty of any obligation for borrowed money or other guaranty of an obligation in excess of $100,000; (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(fvii) lease or agreement under which the Company or any Subsidiary it is lessee of of, or holds or operates any property, real or personal, personal property owned by any other party, except for any lease of real or personal property under which the aggregate annual rental payments do not exceed exceeds $25,000;
50,000; (gviii) lease or agreement under which the Company or any Subsidiary it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by for which the Company or any Subsidiary;
annual rental exceeds $50,000; (hix) contract for the purchase of products or group services, under which the undelivered balance of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration such products and services has a selling price in excess of $25,000 except 150,000; (x) contract for the sale of products or services (other than purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(iorders) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it the undelivered balance of such products or services has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration sale price in excess of $25,000 annually. Except as set forth on 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 CONTRACTS SCHEDULEappropriation or non-disclosure of any Company Intellectual Property, all or (xii) contract that to the Company's Knowledge contains any covenant that purports to restrict the business activity of the contractsCompany or limit the freedom of the Company to engage in any line of business or to compete with any Person.
(b) Except as, agreements and instruments required individually or in the aggregate, would not reasonably be expected to be listed thereon are validhave a Material Adverse Effect, binding and enforceable in accordance with their respective terms. Except as set forth on of the CONTRACTS SCHEDULEdate hereof, the Company and its Subsidiaries are is not in material default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument contract listed on the CONTRACTS SCHEDULE; none Contracts Schedule, and, to the Knowledge of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none Company, the other party to each of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by contracts listed on the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse EffectContracts Schedule in not in material default thereunder.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, neither the Company nor any of its Subsidiaries is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee officer or other Person employee on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesAffiliates or contract or arrangement with any Affiliate;
(ciii) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00050,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany or any of its Subsidiaries;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)Guaranty;
(fvi) lease or agreement under which the Company or any Subsidiary of 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 $25,00050,000;
(gvii) lease or agreement under which the Company or any Subsidiary of 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 Subsidiaryof its Subsidiaries;
(hviii) contract or group of related contracts with the same party or group of affiliated parties parties, the performance of which involves aggregate annual consideration in excess of $25,000 except 50,000 in the Company’s fiscal year ended September 30, 2003, or in the Company’s current fiscal year to date, other than purchase and sales orders from existing customers or to existing vendors, in either case incurred in the ordinary course of business;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (includingincluding any Intellectual Property Rights) which involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, without limitation2003, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)in the Company’s current fiscal year to date;
(jx) warranty agreement with respect a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than 30 days’ notice without penalty and which involves consideration in excess of $50,000 in the Company’s fiscal year ended September 30, 2003, or in the Company’s current fiscal year to its services rendered or its products sold or leaseddate;
(kxi) agreement under which it has granted contract regarding voting, transfer or other arrangements related to the Company’s capital stock or warrants, options or other rights to acquire any Person any registration rights (including piggyback rights)of the Company’s capital stock;
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mxii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxiii) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually50,000 in the Company’s fiscal year ended September 30, 2003, or in the Company’s current fiscal year to date.
(b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the Contracts Schedule (the “Material Contracts”) are valid, binding and enforceable against the Company and, to the Company’s Knowledge, against all other parties thereto in accordance with their respective terms and, to the Company’s Knowledge, shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULEContracts Schedule, all (i) each of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are has performed all material obligations required to be performed by it and is not in material default under or in breach of nor in receipt of any written claim of default or breach under any such contract, agreement or instrumentMaterial Contract; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULEMaterial Contract; none of (iii) neither the Company and nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligationsobligations under Material Contracts; none of and (iv) the Company and its Subsidiaries has any knowledge no Knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse EffectMaterial Contract.
Appears in 1 contract
Sources: Merger Agreement (Epiq Systems Inc)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, and other than franchise agreements and store lease agreements (which the parties agree need not be listed on the Contracts Schedule) neither the Company nor any of its Subsidiaries is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) Contract with any vendor involving annual consideration in the aggregate in excess of $100,000.
(ii) Contract with any customer involving annual consideration in the aggregate in excess of $200,000.
(iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred compensation (including any bonuses or other compensation remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(biv) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to (A) loans to officers, directors or affiliatesAffiliates (other than inter-company debt among the Company and a Subsidiary or between Subsidiaries of the Company), or (B) employment of (or consulting arrangement with) any executive officer or any other employee or consultant earning more than $150,000 per year;
(cv) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(dvi) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the CompanyCompany or any of its Subsidiaries;
(evii) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)Guaranty;
(fviii) lease or agreement under which the Company or any Subsidiary of 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 $25,000200,000;
(gix) lease contracts or agreements which involve any exclusivity, requirements clauses or similar right or obligation of any party thereto (including without limitation territorial exclusivity);
(x) agreement under with a term of more than six months which the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled not terminable by the Company or any Subsidiary;
of its Subsidiaries upon less than thirty (h30) contract or group of related contracts with the same party or group of affiliated parties the performance of which days’ notice without penalty and involves aggregate annual a consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business100,000 annually;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mxi) contract or agreement prohibiting it the Company or the Company Subsidiaries from freely engaging in any business or competing anywhere in the world; or
(nxii) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 100,000 annually. Except as set forth on .
(b) To the CONTRACTS SCHEDULE, all knowledge of the contractsCompany, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none each of the Company and its Subsidiaries has any present expectation performed all obligations required to be performed by it in all material respects and is not in material default under or intention in material breach of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge nor in receipt of any claim of default or breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to under any contract or commitment set forth on the performance of which would have a Materially Adverse EffectContracts Schedule.
Appears in 1 contract
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set Section 4.17 of the Disclosure Schedule sets forth on the attached CONTRACTS SCHEDULEa list of all material agreements, Contracts and commitments to which the Company or any Company Subsidiary is not a party (including after giving effect to or by which the Company) to , any written Company Subsidiary or oraltheir respective assets are bound (each, a "Material Contract"), including, without limitation:
(a) pensionagreements, profit sharingcontracts, stock option, employee stock purchase commitments or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreementsarrangements involving Intellectual Property;
(b) contract for employment agreements or severance agreements or employee termination arrangements that are not terminable at will by the employment of any officer, individual employee Company or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesCompany Subsidiary without penalty;
(c) contract under which any change of control agreements with employees of the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000Company Subsidiary;
(d) agreement agreements, contracts, commitments or indenture relating to arrangements containing any covenant limiting the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets ability of the CompanyCompany or any Company Subsidiary to engage in any line of business or to compete with any business or person;
(e) Guarantee agreements or contracts with any officer, director or employee of (i) the Company or (ii) any obligation Company Subsidiary (other than employment, severance and change of control agreements covered by the Company of a wholly-owned Subsidiary's debts clause (b) or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts(c) above);
(f) lease agreements or agreement contracts under which the Company or any Company Subsidiary is lessee has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or holds loaned money or operates any propertyguarantee of such indebtedness, real or personalin each case, owned by any other party, except for any lease relating to amounts in excess of real or personal property under which the aggregate annual rental payments do not exceed $25,0005,000;
(g) lease joint venture agreements or agreement under which other agreements involving the Company or any Subsidiary is lessor sharing of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any Subsidiaryprofits;
(h) contract leases pursuant to which personal or group real property is leased to or from the Company or any Company Subsidiary;
(i) powers of related attorney from the Company or any Company Subsidiary;
(j) guaranties, suretyships or other contingent agreements of the Company or any Company Subsidiary;
(k) all agreements, contracts, commitments and arrangements between the Company or any Company Subsidiary and any Governmental Entity;
(l) any agreement, contract, commitment or arrangement relating to capital expenditures with respect to the Company and involving future payments which exceed $5,000 in any 12 month period;
(m) any agreement, contract, commitment or arrangement relating to the acquisition of assets (other than in the ordinary course of business consistent with past practice) or any capital stock of any business enterprise;
(n) any investment banking or other professional services agreement;
(o) contracts with (other than those covered by clause (a) through (n) above) pursuant to which the same party Company and the Company Subsidiaries will receive or group of affiliated parties the performance of which involves aggregate annual consideration pay in excess of $25,000 except purchase orders from existing customers 5,000 over the life of the contract;
(p) any other material agreements, Contracts and commitments whether or to existing vendors, in either case not entered into in the ordinary course of business;; and
(iq) assignment, license, indemnification all proposed arrangements or agreement with respect contracts of the Company or the Company Subsidiaries which the Company reasonably expects to any intangible property be near consummation and of a type that if entered into would be a Contract described in clauses (including, without limitationa) through (o) above. Neither the Company, any patentCompany Subsidiary nor, trademarkto the Stockholders' and the Company's knowledge, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which party thereto, is in material to its operations breach of or in material default under any Material Contract. Each such Material Contract is in full force and business prospects or which involves effect, and is a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULElegal, all valid and binding obligation of the contractsCompany and/or the applicable Company Subsidiaries and, agreements to the Stockholders' and instruments required to be listed thereon are validthe Company's knowledge, binding and each of the other parties thereto, enforceable in accordance with their respective its terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement and the Related Agreements or as set forth on the attached CONTRACTS SCHEDULE"Contracts Schedule," as of the Closing, the Company is not a party (including after giving effect to the Company) to any written or oralwritten:
(aA) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(bB) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 50,000 or contract relating to loans to officers, directors or affiliates;
(cC) contract under which the Company has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000;
(dD) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien lien on any material asset or material group of assets of the Company;
(eE) Guarantee guarantee of any obligation (other than by the Company in excess of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)$25,000;
(fF) lease or agreement under which the Company or any Subsidiary 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 $25,000;
(gG) lease or agreement under which the Company or any Subsidiary 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 SubsidiaryCompany;
(hH) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration payment obligations on the part of the Company in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business25,000;
(iI) assignment, license, indemnification or agreement with respect to any material intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)) but excluding shrink-wrap licenses for the internal use by the Company of off-the-shelf software;
(jJ) warranty agreement with respect to its services rendered or its products sold or leasedleased (other than the warranty provided to all customers on the Company's Website);
(kK) agreement under which it has granted any Person any registration rights (including piggyback rights);
(lL) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mM) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; orworld (other than covenants contained in agreements listed on the Contracts Schedule);
(nN) any other agreement not in the ordinary course of business which is material to its operations and business prospects or which involves a consideration payment obligations on the part of the Company in excess of $25,000 annually. Except as set forth on .
(b) To the CONTRACTS SCHEDULECompany's knowledge, all of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the The Company has performed all material obligations required to be performed by it and its Subsidiaries are is not in material default under or in material breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which the Company is subject; to the Company's knowledge, no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULEContracts Schedule except to the extent that such breach or non-compliance will not have a material adverse effect on the Company's financial condition, operating results, assets or operations; none of the Company and its Subsidiaries has does not have any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any no knowledge of any breach or anticipated breach by the other parties to any such material contract or commitment; and none of the Company and its Subsidiaries commitment to which it is a party except to any contract the extent that such breach or commitment the performance of which would non-compliance will not have a Materially Adverse Effectmaterial adverse effect on the Company's financial condition, operating results, assets or operations.
Appears in 1 contract
Sources: Series C Preferred Stock Purchase Agreement (Greatfood Com Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on of the attached CONTRACTS SCHEDULE, Closing the Company is will not be a party (including after giving effect to the Company) to to, or bound by, any currently effective written or oral:
(aA) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(bB) contract for the employment of any officer, individual employee employee, or other Person person or entity on a full-time, part-time, consulting or other basis providing annual compensation which, in excess any way, restricts or limits its right to terminate such contract at will (other than the existence of $25,000 any law, public policy, or contract relating any oral discussions, or oral statements of policy which might, under current law, be interpreted as imposing upon the Company any covenant of good faith and fair dealing, or otherwise generally restrict the Company's ability to loans to officers, directors terminate its employees other than on an "at-will" basis or affiliateswithin sixty (60) days following delivery of such notice);
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(dC) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging pledging, transfer of a security interest, or otherwise placing a Lien lien on any material asset or material group of assets of the Company;
(eD) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(fE) lease or agreement under which it is the Company or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of real other than leases or personal property agreements under which the aggregate annual rental payments of the Company do not not, in the aggregate, exceed $25,000;
(gF) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts agreements with the same party or any group of affiliated parties who are affiliated, which requires an aggregate payment by or to the performance of which involves aggregate annual consideration Company in an amount in excess of $25,000 except (x) with respect to purchase or sales orders from existing customers or to existing vendors, in either case in the ordinary course of business;
, $50,000, and (iy) assignment, license, indemnification or agreement with respect to any intangible property (includingother contracts, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)$25,000;
(jG) warranty agreement of the Company with respect to its services rendered provided or its products sold sold, licensed or leasedleased by the Company as seller, licensor or lessor;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mH) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nI) any other agreement which in the best judgment of the Company is material to its operations and business prospects or which involves a consideration business.
(ii) The Company has performed in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments material respects all obligations required to be listed thereon are valid, binding performed by it and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are is not in default under, or in material breach of, or after due inquiry, in receipt of any claim of default under or breach under of, any such contractmaterial agreement, agreement to which it is a party or instrumentto which its assets are subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any no present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has does not have any knowledge of any material breach or anticipated anticipatory breach by the other parties to any such material contract or commitment, to which it is a party or to which any of its assets is subject; and none of the Company and its Subsidiaries is not a party to any contract or commitment contracts which, either individually or in the aggregate, are reasonably likely to result in a material loss to the Company. There are no warranty claims or other uninsured claims under completed contracts which is reasonably likely to involve a material monetary liability which is not reserved against in the Financial Statements.
(iii) To the best knowledge of the Company, no officer of the Company is a party to any oral or written contract which prohibits, or materially restricts or limits his performance of his duties or the fulfillment of his obligations as an employee and an officer of the Company.
(iv) A true and correct copy of each of the written contracts referred to in the Disclosure Schedule and a description of the oral contracts which would are referred to in the Disclosure Schedule, together with any amendments, waivers or other changes thereto, have a Materially Adverse Effect.been supplied to the Investors' special counsel, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C.
Appears in 1 contract
Sources: Stock and Subordinated Note Purchase Agreement (Apex Pc Solutions Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, as of the Closing, the Company is not a party (including after giving effect to the Company) to any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement (excluding, for purposes of this subparagraph (a) only, any employment compensation arrangements of the type described in subparagraph (b) below, whether or not providing annual compensation in excess of $100,000) providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors or affiliates;
(c) contract under which the Company has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,0005,000;
(d) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien lien on any material asset or material group of assets of the Company;
(e) Guarantee guarantee of any obligation (other than by the Company in excess of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)$10,000;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,00050,000;
(g) lease or agreement under which the Company or any Subsidiary is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company (other than any leases of security alarm monitoring equipment to customers of the Company pursuant to written agreements or any Subsidiarycontracts);
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(ji) warranty agreement with respect to its services rendered or its products sold or leasedleased (other than any installation warranty agreements entered into in connection with the installation of security alarm monitoring systems);
(kj) agreement under which it has granted any Person any registration rights (including piggyback rights);
(k) sales, distribution or franchise agreement;
(l) contract, material agreement or other arrangement with any officer, director, employee or Affiliate, a term of more than six months which is not terminable by the Company or any Affiliate of any officer, director or employeeSubsidiary upon less than 30 days notice without penalty;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee (other than any contracts, agreements or arrangements covered by clause (b) above or entered into in the ordinary course of business consistent with past practice);
(o) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 100,000 annually. .
(ii) Except as set forth on the CONTRACTS SCHEDULEattached Contracts Schedule, all of the contracts, agreements and instruments required to be listed thereon set forth on the attached Contracts Schedule are valid, binding and enforceable against the Company in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULEattached Contracts Schedule, the Company has performed all obligations required to be performed by it under the contracts, agreements and its Subsidiaries are instruments listed on the attached Contracts Schedule and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrumentinstrument to which the Company is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company is subject; and its Subsidiaries the Company has any no present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any no knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment to which it is a party.
(iii) The Purchasers have been supplied with a true and correct copy of each of the performance written contracts and an accurate description of the oral contracts which would have a Materially Adverse Effectare referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Sources: Series B Preferred Stock Purchase Agreement (Masada Security Holdings Inc)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement for the contracts or as set forth other agreements listed on the attached CONTRACTS SCHEDULESchedule 3.12, none of the Company Companies nor any of their Subsidiaries is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation (including any bonuses or other remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the either Company or any of their respective Subsidiaries has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00010,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the Companyeither Company or any of their Subsidiaries;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)Guaranty;
(fvi) lease or agreement under which the either Company or any Subsidiary of their 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 $25,000;
(gvii) lease or agreement under which the either Company or any Subsidiary of their Subsidiaries is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the either Company or any Subsidiaryof their Subsidiaries;
(hviii) contract or group of related contracts with the same party or group of affiliated parties parties, the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except 100,000 annually, other than purchase and sales orders from existing customers or to existing vendors, in either case incurred in the ordinary course of business;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (includingincluding any Intellectual Property Rights) granted or made to either Company or any of their respective Subsidiaries, without limitationor granted or made by either Company or any of their respective Subsidiaries to third parties, except licenses to the Companies or any patentof their Subsidiaries of commercially available, trademarkunmodified, trade name“off the shelf” software used solely for the Companies’ and their Subsidiaries’ own internal use for an aggregate fee, copyright, know-how, trade secret royalty or confidential information)other consideration for any such software or group of related software licenses of no more than $10,000;
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including piggyback rights)sales, distribution, manufacturing, supply or franchise agreement;
(lxii) contract, agreement or other arrangement with any officer, director, employee or Affiliate, a term of more than six months which is not terminable by the Companies or any Affiliate of any officer, director their Subsidiaries upon less than 30 days’ notice without penalty and involves a consideration in excess of $100,000 annually or employee$10,000 per month;
(mxiii) contract regarding voting, transfer or other arrangements related to either of the Companies’ or any Subsidiary’s Equity Interests or warrants, options or other rights to acquire any Equity Interests of either of the Companies or any of their Subsidiaries;
(xiv) contract or agreement regarding any material indemnification provided to or by either of the Companies or any of their respective Subsidiaries, including any contract regarding any indemnification provided with respect to Environmental and Safety Requirements;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 100,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all .
(b) All of the contracts, leases, agreements and instruments set forth or required to be listed thereon set forth on Schedule 3.12 are valid, binding and enforceable in accordance with their respective terms, and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on Schedule 3.12, (i) each of the CONTRACTS SCHEDULE, the Company Companies and its each of their respective Subsidiaries are has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, lease, agreement or instrumentinstrument to which either of the Companies or any of their Subsidiaries is subject; (ii) to the Knowledge of the Companies, no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by either Company or any of their Subsidiaries under any such contract, lease, agreement or instrument listed on to which either Company or any of their Subsidiaries is subject; (iii) neither the CONTRACTS SCHEDULE; none Companies nor any of the Company and its their Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of and (iv) the Company and its Subsidiaries has any knowledge Companies do not have Knowledge of any breach or anticipated breach by the other parties to any such contract contract, lease, agreement, instrument or commitment; and none commitment to which either of them or any of their Subsidiaries are parties. There are no renegotiations of, attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Company agreements and its Subsidiaries is instruments set forth or required to be set forth on Schedule 3.12.
(c) Buyer has been supplied with a party true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to any contract on the attached Schedule 3.12, together with all amendments, waivers or commitment the performance of which would have a Materially Adverse Effectother changes thereto.
Appears in 1 contract
Sources: Stock Purchase Agreement (Maxum Petroleum Holdings, Inc.)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE"Contracts Schedule," as of the Closing, the Company is not a party (including after giving effect to the Company) to any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 50,000 or contract relating to loans to officers, directors or affiliates;
(c) contract under which the Company has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00050,000;
(d) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien lien on any material asset or material group of assets of the Company;
(e) Guarantee guarantee of any obligation (other than by the Company in excess of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)$50,000;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,00050,000;
(g) lease or agreement under which the Company or any Subsidiary 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 SubsidiaryCompany;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual a consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business50,000;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 50,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all .
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. Except , except as set forth on the CONTRACTS SCHEDULEsame may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Company enforcement of creditors' rights generally and its Subsidiaries are not in default or breach under any general equitable principles regardless of whether such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result enforceability is considered in a default, breach proceeding at law or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.in
Appears in 1 contract
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or material arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 120,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or any Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00010,000 (excluding advances of work-related expenses to employees of the Company or its Subsidiaries consistent with the Company's policies);
(d) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation in excess of $10,000 (other than by the Company of a whollyWholly-owned Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement under which the Company or any Subsidiary 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 $25,00010,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual a consideration in excess of $25,000 except purchase orders from existing customers 2,500 in any month or to existing vendors, in either case in the ordinary course an aggregate of business$25,000;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)Intellectual Property Rights;
(j) warranty agreement with respect to its services rendered or its products sold or leasedleased (other than standard warranties granted to customers in accordance with the Company's or its Subsidiaries' standard service or sale contracts, the forms of which warranties have been provided to Purchasers);
(k) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(l1) contract, material sales distribution agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.
Appears in 1 contract
Sources: Series D Convertible Preferred Stock and Warrant Purchase Agreement (Computer Motion Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors or affiliatesAffiliates which, in the aggregate, exceed $50,000;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00050,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation in excess of $25,000 (other than by the Company of a whollyWholly-owned Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement under which the Company or any Subsidiary 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 $25,00050,000;
(g) other than as set forth on the Assets Schedule, lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business100,00 per annum;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)Intellectual Property Rights) having a value in excess of $50,000;
(j) warranty agreement express warranties with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(l) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which and involves a consideration in excess of $25,000 50,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all .
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth The Company and each Subsidiary have performed all obligations required to be performed by them under the contracts, agreements and instruments listed on the CONTRACTS SCHEDULE, the Company Contracts Schedule and its Subsidiaries are not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrumentinstrument listed on the Contracts Schedule; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of and neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any contract, agreement, instrument or commitment listed on the Contracts Schedule.
(iii) The Contracts Schedule shall list each Burger King Franchise Agreement and shall disclose the termination date of each such contract or commitment; agreement. The Company has neither any knowledge nor any reason to believe that any franchise agreement terminating within five years after the date of this Agreement will not, if so requested by the Company, be renewed on substantially similar terms and none without a cost per restaurant in excess of $40,000 for the successor franchise fee payable to Burger King Corporation in connection with such renewal.
(iv) The Company has made available to the Investors' special counsel a true and correct copy of each of the Company written instruments, plans, contracts and its Subsidiaries is a party agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to any contract on the Contracts Schedule, together with all amendments, waivers or commitment the performance of which would have a Materially Adverse Effectother changes thereto.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or any Related Documents or as set forth on Item 4.16 of the attached CONTRACTS SCHEDULEDisclosure Schedule, as of the Company date of this Agreement, neither Crown nor any of its Subsidiaries is not a party (including after giving effect to the Company) to any written or oral:oral agreement (all items set forth thereon are referred to as "Material Agreements"):
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors directors, shareholders or affiliatesAffiliates;
(ciii) contract under which the Company it has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(div) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien an Encumbrance on any material asset or material group of assets of the Companyassets;
(ev) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(fvi) lease lease, sublease, license or other agreement under which the Company or any Subsidiary it is lessee or sublessee or licensee of or holds holds, uses, occupies or operates any property, real or personal, owned by any other party, except for any lease of such agreement relating to real or personal property under which the aggregate annual rental payments do not exceed $25,000100,000;
(gvii) lease lease, sublease, license or other agreement under which the Company or any Subsidiary it is lessor or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate any property, real or personal, owned or controlled by the Company or any Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration it in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business100,000;
(iviii) assignment, license, license or indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(jix) warranty agreement with respect to its services rendered or its products sold or leased;
(kx) agreement under which it has granted any Person any registration rights or similar rights (including piggyback rights)) or co-sale or similar rights in respect of any of its securities;
(lxi) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate franchise agreements involving amounts in excess of any officer, director or employee$100,000;
(mxii) agreement with a term of more than six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in excess of $100,000;
(xiii) contract or agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the world;
(xiv) contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of its Interests with any officer, director, employee, or holder of Interests;
(xv) joint venture, partnership or similar agreement involving a sharing of profits or expenses; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 100,000 annually.
(b) True and complete copies of all written Material Agreements, and accurate and complete summaries of the material terms of all oral Material Agreements, have been made available to ▇▇▇▇▇▇ or its counsel. Except as set forth on Item 4.16 of the CONTRACTS SCHEDULEDisclosure Schedule, or where the failure would not have a Material Adverse Effect on Crown, all of the contracts, agreements Material Agreements set forth on such Item 4.16 are in full force and instruments required to be listed thereon effect and are valid, binding and enforceable against Crown and each of its Subsidiaries in accordance with their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). Except as set forth on the CONTRACTS SCHEDULE, the Company Each of Crown and each of its Subsidiaries are not has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any of its Subsidiaries is in default under or in breach of, nor is any of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the passing of time, the giving of notice, or both would constitute a breach or default under any such contract, agreement or instrumentMaterial Agreement to which it is subject which would reasonably be expected to have a Material Adverse Effect on Crown; no event has occurred which with the passage neither Crown nor any of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries Material Agreement to which it is a party to any contract or commitment the performance of which would be reasonably expected to have a Materially Material Adverse EffectEffect on Crown.
Appears in 1 contract
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set Section 4.19 of the Disclosure Schedule sets forth on the attached CONTRACTS SCHEDULEa list of all material agreements, Contracts and commitments to which the Company or any Company Subsidiary is not a party (including after giving effect to or by which the Company) to , any written Company Subsidiary or oraltheir respective assets are bound (each, a "Material Contract"), including, without limitation:
(a) pensionagreements, profit sharingcontracts, stock option, employee stock purchase commitments or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreementsarrangements involving Intellectual Property;
(b) contract for employment agreements or severance agreements or employee termination arrangements that are not terminable at will by the employment of any officer, individual employee Company or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesCompany Subsidiary without penalty;
(c) contract under which any change of control agreements with employees of the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000Company Subsidiary;
(d) agreement agreements, contracts, commitments or indenture relating to arrangements containing any covenant limiting the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets ability of the CompanyCompany or any Company Subsidiary to engage in any line of business or to compete with any business or person;
(e) Guarantee agreements or contracts with any officer, director or employee of (i) the Company or (ii) any obligation Company Subsidiary (other than employment, severance and change of control agreements covered by the Company of a wholly-owned Subsidiary's debts clause (b) or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts(c) above);
(f) lease agreements or agreement contracts under which the Company or any Company Subsidiary is lessee has borrowed or loaned money, or any note, bond, indenture, mortgage, installment obligation or other evidence of indebtedness for borrowed or holds loaned money or operates any propertyguarantee of such indebtedness, real or personalin each case, owned by any other party, except for any lease relating to amounts in excess of real or personal property under which the aggregate annual rental payments do not exceed $25,0005,000;
(g) lease joint venture agreements or agreement under which other agreements involving the Company or any Subsidiary is lessor sharing of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any Subsidiaryprofits;
(h) contract leases pursuant to which personal or group real property is leased to or from the Company or any Company Subsidiary;
(i) powers of related attorney from the Company or any Company Subsidiary;
(j) guaranties, suretyships or other contingent agreements of the Company or any Company Subsidiary;
(k) all agreements, contracts, commitments and arrangements between the Company or any Company Subsidiary and any Governmental Entity;
(l) any agreement, contract, commitment or arrangement relating to capital expenditures with respect to the Company or any Company Subsidiary and involving future payments which exceed $5,000 in any 12 month period;
(m) any agreement, contract, commitment or arrangement relating to the acquisition of assets (other than in the ordinary course of business consistent with past practice) or any capital stock of any business enterprise;
(n) any investment banking or other professional services agreement;
(o) contracts with (other than those covered by clause (a) through (n) above) pursuant to which the same party Company and the Company Subsidiaries will receive or group of affiliated parties the performance of which involves aggregate annual consideration pay in excess of $25,000 except purchase orders from existing customers 5,000 over the life of the contract;
(p) any other material agreements, Contracts and commitments whether or to existing vendors, in either case not entered into in the ordinary course of business;; and
(iq) assignment, license, indemnification all proposed arrangements or agreement with respect contracts of the Company or the Company Subsidiaries which the Company reasonably expects to any intangible property be near consummation and of a type that if entered into would be a Contract described in clauses (including, without limitationa) through (o) above. Neither the Company, any patentCompany Subsidiary nor, trademarkto the Stockholder's and the Company's knowledge, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which party thereto, is in material to its operations breach of or in material default under any Material Contract. Each such Material Contract is in full force and business prospects or which involves effect, and is a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULElegal, all valid and binding obligation of the contractsCompany and/or the applicable Company Subsidiaries and, agreements to the Stockholder's and instruments required to be listed thereon are validthe Company's knowledge, binding and each of the other parties thereto, enforceable in accordance with their respective its terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.
Appears in 1 contract
Contracts and Commitments. (i) Except as set forth on SCHEDULE 6.11 or as expressly contemplated by this Agreement or Agreement, as set forth on the attached CONTRACTS SCHEDULEof each Closing, neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangementplan, or any contract with any labor union, or any severance agreements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(d) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(d) guarantee of any obligation;
(e) Guarantee of any obligation (other than by contract under which the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of has advanced or loaned any Person amounts in the Company's debts or another Subsidiary's debts)aggregate exceeding $10,000;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,000100,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual a consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business100,000;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)) other than in the ordinary course of business;
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the worldworld or imposing any obligation of exclusivity upon the Company or any Subsidiary or requiring the Company or any Subsidiary to provide preferred or most favored nations terms to any client or customer;
(m) sales agency or brokerage agreement;
(n) agreement or arrangement with any Related Party;
(o) agreement imposing any indemnity obligation upon the Company or any Subsidiary; or
(np) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 100,000 annually. Except as set forth on the CONTRACTS SCHEDULE, .
(ii) The Company and each Subsidiary have performed all of the contracts, agreements and instruments material obligations required to be listed thereon are valid, binding performed by them and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default under or in material breach of nor in receipt of any claim of default or breach under any such contract, material agreement or instrumentother material instrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance under any such contract, material agreement or other material instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of to which would have it is a Materially Adverse Effectparty.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEHolding Contracts Schedule, the Company neither Holding nor any of its Subsidiaries is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase purchase, bonus or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company Holding or any of its Subsidiaries has advanced or loaned any other Persons Person amounts exceeding $10,000 individually or $25,000 in the aggregate exceeding $25,000aggregate;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyHolding or any of its Subsidiaries;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts Guaranty, performance bond or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)similar agreement;
(fvi) lease or agreement under which the Company Holding or any Subsidiary of 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 $25,00020,000 individually or $50,000 in the aggregate;
(gvii) material lease or agreement under which the Company Holding or any Subsidiary of 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 Holding or any Subsidiaryof its Subsidiaries;
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except 20,000 individually or $50,000 in the aggregate, other than purchase and sales orders from existing customers or to existing vendors, in either case (including orders for professional services) incurred in the ordinary course of business;
(iix) assignment, license, indemnification or other agreement with respect to any intangible property (including, including any Intellectual Property) other than with respect to software that is generally commercially available and is used without limitation, any patent, trademark, trade name, copyright, know-how, trade secret material alteration or confidential information)enhancement;
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights);
(lxii) contractsales, agreement distribution, supply or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mxiii) agreement with a term of more than six months which is not terminable by Holding or any of its Subsidiaries upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $20,000 individually or $50,000 in the aggregate annually;
(xiv) contract regarding voting, transfer or other arrangements related to its capital stock or warrants, options or other rights to acquire any of its capital stock;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 20,000 individually or $50,000 in the aggregate annually. Except as .
(b) All of the contracts, Holding Leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon attached Holding Contracts Schedule are valid, binding and enforceable in accordance with their respective terms and, to Holding’s Knowledge, except for such contracts, Holding Leases, agreements and instruments that shall have expired in accordance with their terms, shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, the Company attached Holding Contracts Schedule: (i) each of Holding and its Subsidiaries are has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, Holding Lease, agreement or instrumentinstrument set forth or required to be set forth on the attached Holding Contracts Schedule; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by Holding or any of its Subsidiaries under any such contract, Holding Lease, agreement or instrument listed set forth or required to be set forth on the CONTRACTS SCHEDULEattached Holding Contracts Schedule; none (iii) neither Holding nor any of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none (iv) no contract, Holding Lease, agreement or instrument set forth or required to be set forth on the attached Holding Contracts Schedule is currently subject to or is expected to be subject to cancellation or any other material modification by the other party thereto (by reason of the Company and its Subsidiaries has Merger or otherwise) or is subject to or is expected to be subject to any knowledge penalty, right of any set-off or other charge by the other party thereto for late performance or delivery; (v) to Holding’s Knowledge, there is no breach or anticipated breach by the other parties to any such contract contract, Holding Lease, agreement or commitment; instrument set forth or required to be set forth on the attached Holding Contracts Schedule, and none (vi) Holding and its Subsidiaries have not subleased, licensed, or otherwise granted any Person the right to use or occupy any leased real property or any portion thereof. Neither Holding nor any of the Company and its Subsidiaries is a party to any contract contract, agreement or commitment the performance of which would could reasonably be expected to have a Materially Material Adverse EffectEffect on Holding or its Subsidiaries.
(c) SANZ’s and Merger Sub’s counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached Holding Contracts Schedule, together with all amendments, waivers or other changes thereto. To the extent applicable, the contracts identified on the attached Holding Contracts Schedule are separately identified by the type of contract.
Appears in 1 contract
Sources: Merger Agreement (San Holdings Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE or the attached EMPLOYEE BENEFITS SCHEDULE, the Company no WSI Party is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 50,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company it has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Companyassets;
(e) agreement or instrument which might restrict its ability to make Distributions to the Company or any Borrower, or that would have the effect of limiting the Company or any of its Subsidiaries from performing any of its obligations under this Agreement, the Note, or any other Transaction Document.
(f) Guarantee of any obligation (other than by the Company in excess of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)$25,000;
(fg) lease or agreement under which the Company or any Subsidiary it is lessee or lessor 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 $25,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(ji) warranty agreement with respect to its services rendered or its products sold or leased;
(kj) agreement under which it has granted any Person any registration rights (including demand and piggyback registration rights);
(k) sales, distribution, franchise, business opportunity, relationship or similar agreement;
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate a term of any officer, director or employee;more than six months which is not terminable by it upon less than 30 days notice without penalty; or
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or.
(nii) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all All of the contracts, agreements and instruments required to be listed thereon set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company The WSI Parties have performed all obligations required to be performed by them and its Subsidiaries are not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrumentinstrument to which it is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by any WSI Party under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULEto which any WSI Party is subject; none of the Company and its Subsidiaries no WSI Party has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries no WSI Party has any knowledge of any breach or anticipated breach by the other parties to any such contract contract, agreement, instrument or commitmentcommitment to which it is a party; no WSI Party has delivered or received notice of, or has knowledge that any other party intends to deliver any notice of, termination or non-renewal of term under any material contract, agreement or instrument to which it is subject; and none of the Company and its Subsidiaries no WSI Party is a party to any contract requiring it to purchase or commitment sell goods or services or lease property above or below (as the performance case may be) prevailing market prices and rates or any other materially adverse contract or commitment.
(iii) Purchaser's special counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which would have a Materially Adverse Effectare referred to on the CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Sources: Note and Warrant Purchase Agreement (Cohen Phillip Ean)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule 6P, the Company is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to its current or former directors, officers or employees or any other employee benefit plan plan, arrangement or arrangementpractice, whether formal or informal;
(b) collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bc) management agreement or contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis (i) providing annual cash or other compensation in excess of $25,000 10,000, (ii) providing for the payment of any cash or contract relating other compensation or benefits upon the consummation of the transactions contemplated hereby or (iii) otherwise restricting its ability to loans to officers, directors terminate the employment of any employee at anytime for any lawful reason or affiliates;
(c) contract under which the Company has advanced for no reason without penalty or loaned any other Persons amounts in the aggregate exceeding $25,000liability;
(d) contract or agreement involving any Governmental Entity;
(e) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company;
(e) Guarantee Company or any letter of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)credit arrangements;
(f) Guarantee, other than endorsements made for collection in the ordinary course of business consistent with past custom and practice;
(g) lease or agreement under which the Company or any Subsidiary is (i) lessee of or holds or operates any personal 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 $25,000;
10,000 or (gii) lease or agreement under which the Company or any Subsidiary 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 SubsidiaryCompany;
(h) contract or group of related contracts with the same party or group of affiliated parties for the performance purchase or sale of raw materials, commodities, supplies, products, equipment or other personal property or services under which involves aggregate annual consideration the undelivered balance since December 31, 1998 of such products and services has a selling price in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business10,000;
(i) assignmentother contract or group of related contracts with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company upon 30 days' or less notice without penalty or involving more than $10,000;
(j) contract relating to the marketing, sale, advertising or promotion of its products;
(k) agreements relating to the ownership of, investments in or loans and advances to any Person, including investments in joint ventures and minority equity investments;
(l) license, royalty, indemnification or other agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jm) warranty agreement with respect to its services rendered broker, agent, sales representative, sales or its products sold or leaseddistribution agreement;
(kn) power of attorney or other similar agreement under which it has granted any Person any registration rights (including piggyback rights)or grant of agency;
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mo) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world, including any nondisclosure or confidentiality agreements; or
(np) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 50,000 annually. Except as set forth on , whether or not in the CONTRACTS SCHEDULE, all ordinary course of business consistent with past custom and practice.
(ii) All of the contracts, agreements and instruments set forth or required to be listed thereon set forth on the attached Contracts Schedule 6P (the "Material Contracts") are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (x) applicable insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally and (y) applicable equitable principles (whether considered in a proceeding at law or in equity). Except as set forth on Each of the CONTRACTS SCHEDULE, Material Contracts shall be in full force and effect without penalty in accordance with its terms upon consummation of the transactions contemplated hereby. The Company has performed all obligations required to be performed by it and its Subsidiaries are is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrumentMaterial Contract; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULEMaterial Contract; none of and the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any no knowledge of any breach or cancellation or anticipated breach or cancellation by the other parties to any such contract Material Contract to which they are parties.
(iii) The Purchaser has been supplied with a true and correct copy of each written Material Contract, together with all amendments, waivers or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance other changes thereto (all of which would have a Materially Adverse Effectamendments, waivers or other changes thereto are described on the attached Contracts Schedule 6P).
Appears in 1 contract
Sources: Stock Purchase Agreement (Lower Road Associates LLC)
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on Schedule 5(p) of the attached CONTRACTS SCHEDULEDisclosure Schedule, the Company is not a party (including after giving effect to the Company) to any written or oralany:
(ai) pension, profit sharing, stock option, employee stock purchase written or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(b) oral contract for the employment of any officer, individual employee employee, or other Person or entity on a full-time, part-time, consulting or other basis basis, or agreement providing annual compensation in excess of $25,000 severance benefits or contract relating to loans to officers, directors directors, employees or affiliatesAffiliates, other than advances in the Ordinary Course of Business;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(dii) agreement or indenture relating to the borrowing of money or otherwise incurring interest-bearing indebtedness or to the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the Company;
(eiii) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts Liability or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(fiv) lease or agreement under which the Company or any Subsidiary it is lessee of or holds or operates any personal 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 $25,000;
(gv) lease or agreement under which the Company or any Subsidiary it is lessor of or permits any third party to hold or operate any property, real or personal, personal property owned or controlled by it under which the Company or any Subsidiaryaggregate annual rental payments do not exceed $25,000;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(ivi) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)form of Intellectual Property;
(jvii) warranty agreement contract or group of related contracts with respect to its the same party (excluding purchase orders entered into in the Ordinary Course of Business) for the purchase or sale of products or services rendered or its under which the undelivered balance of such products sold or leasedand services has a selling price in excess of $100,000;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mviii) contract or agreement prohibiting concerning confidentiality or non-competition or which prohibits it from freely engaging in business;
(ix) contract relating to the distribution, marketing or sales of its services;
(x) any business profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance or competing anywhere in other plan or arrangement for the worldbenefit of its current or former directors, officers or employees, other than the plan specifically contemplated by Section 9(l) of this Agreement; or
(nxi) any other agreement which (or group of related agreements) that is either (A) material to its operations the Company and business prospects has not been entered into in the Ordinary Course of Business or which involves a consideration in excess of $25,000 annually(B) not terminable by the Company on less than 90 days' notice without payment or penalty. Except as set forth specifically disclosed on Schedule 5(p), the CONTRACTS SCHEDULE, Company has performed in all of the contracts, agreements and instruments material respects all obligations required to be listed thereon are valid, binding performed by it and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are is not in default under or in breach of nor in receipt of any claim of default or breach under any such agreement, lease, contract, commitment or other agreement or instrumentto which it is a party; and no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none agreement. The Buyer has been supplied with a correct and complete copy of each of the Company and its Subsidiaries has any present expectation contracts which are referred to on Schedule 5(p), together with all amendments, waivers or intention of other changes thereto. The Business is not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties subject to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effectcollective bargaining agreement.
Appears in 1 contract
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on Schedule 3.15, for any Purchase Order entered into in the attached CONTRACTS SCHEDULEOrdinary Course of Business, or to the extent unrelated to, or unassociated with, the Company Business or the Purchased Assets, no Seller is not a party (including after giving effect to the Company) to or bound by, nor are any written of its assets or oralproperties bound by any outstanding:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract Contract with any labor union, or any severance agreementsMaterial Customer;
(b) contract Contract with any Material Supplier;
(c) Contract (i) for the employment or engagement of any director, officer, individual employee employee, or other Person person or entity on a full-time, part-time, consulting or other basis providing annual involving compensation in excess of $25,000 200,000 or contract (ii) providing severance or other termination payments or benefits or relating to loans to officers, directors directors, employees or affiliates;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000Affiliates;
(d) agreement or indenture Contract relating to Indebtedness, the borrowing of money or to the mortgaging, pledging pledging, guaranteeing or otherwise placing a Lien (other than Permitted Liens) on any material asset or group of assets of the Companya Seller;
(e) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement Contract under which the Company or any Subsidiary it is a lessee of or holds or operates any property, real or personal, owned by any other partyPerson, except for any lease of real or personal property under which the annual aggregate annual rental payments do not exceed $25,000250,000;
(f) Contract relating to the licensing of Intellectual Property by a Seller to any Person or by any Person to a Seller (except for licenses of commercially available off-the-shelf software with an annual aggregate purchase price no greater than $50,000), and all other agreements related to the assignment, development or ownership of Business Intellectual Property or otherwise affecting a Seller’s ability to use, enforce or disclose any Business Intellectual Property;
(g) lease Contract with any Person containing any provision or agreement under which covenant prohibiting or limiting the Company ability of a Seller to engage in any business activity or compete with any Subsidiary is lessor Person or prohibiting or limiting the ability of or permits any third party Person to hold or operate any property, real or personal, owned or controlled by the Company or any Subsidiarycompete with a Seller;
(h) contract collective bargaining agreement or group other Contract with any labor union, works council, employee representative, or labor organization (each, a “Labor Agreement”); or
(i) settlement, conciliation or similar agreement with any Governmental Authority, or that will require a Seller to pay consideration after the date of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration this Agreement in excess of $25,000 100,000. Each Contract set forth or required to be set forth on Schedule 3.15 (the “Material Contracts”) is in full force and effect and is a legal, valid and binding obligation of the applicable Seller(s) (except purchase orders from existing customers as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationsimilar Laws affecting creditors’ rights generally and by general equitable principles);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as specifically set forth on the CONTRACTS SCHEDULESchedule 3.15, each Seller has performed all of the contracts, agreements and instruments obligations required to be listed thereon are validperformed by it and is not, binding and enforceable to Sellers’ Knowledge, no party is, in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrumentMaterial Contract; and no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contractMaterial Contract. DDD has provided Buyer with a correct and complete copy of, agreement or, if oral, a reasonably complete and accurate written description of, each Contract set forth on Schedule 3.15, together with all amendments, waivers or instrument other changes thereto. Any disclosure listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has Schedule 3.15 pursuant to Section 3.15(i) shall include any present expectation or intention of not fully performing all minimum payment obligation under such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse EffectContract.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, none of the Company Companies is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company has Companies have advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00010,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompanies;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)Guaranty;
(fvi) lease or agreement under which the Company or any Subsidiary Companies is lessee of or holds or operates any property, real or personal, owned by any other party, except for the Realty Leases and any lease of real or personal property under which the aggregate annual rental payments do not exceed $25,00010,000;
(gvii) lease or agreement under which the Company or any Subsidiary Companies is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or Companies (other than any Subsidiarylease to a subcontractor in the ordinary course of business involving annual consideration of less than $10,000 per year);
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except 10,000, other than purchase and sales orders from existing customers or to existing vendors, in either case incurred in the ordinary course of business;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights);
(lxii) contractsales, agreement distribution, supply or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mxiii) agreement with a term of more than six months which is not terminable by the Companies upon 30 days' or less notice without penalty and involves a consideration in excess of $10,000 annually;
(xiv) contract regarding voting, transfer or other arrangements related to the Companies' capital stock or warrants, options or other rights to acquire any of the Companies' capital stock;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 50,000 annually. .
(b) Except as to the extent set forth on the CONTRACTS SCHEDULE, all of the contracts, leases, agreements and instruments set forth or required to be listed thereon set forth on the CONTRACTS SCHEDULE are valid, binding and enforceable in accordance with their respective termsterms and will be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights or general principles of equity. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Company Companies has performed in all material respects all obligations required to be performed by it and its Subsidiaries are is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, lease, agreement or instrumentinstrument to which the Companies are subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Companies under any such contract, lease, agreement or instrument listed on to which the CONTRACTS SCHEDULECompanies are subject; (iii) none of the Company and its Subsidiaries Companies has any present expectation or intention of not fully performing all such obligations; none (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the Company other party thereto for late performance or delivery; and its Subsidiaries (v) neither the Companies nor any Seller has any knowledge of any breach or anticipated breach by the other parties to any such contract contract, lease, agreement, instrument or commitment; and none commitment to which the Companies are parties. None of the Company and its Subsidiaries Companies is a party to any contract contract, agreement or commitment where performance by the performance of which would Companies under such contract, agreement or commitment could reasonably be expected to have a Materially Material Adverse Effect.
(c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule," the Company is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract with any Affiliate or current or former Insider;
(iii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 50,000 or contract relating to loans to officers, directors directors, Affiliates or affiliatesInsiders;
(civ) contract under which the Company has advanced or loaned any other Persons amounts Person, other than trade credit extended in the aggregate exceeding $25,000Ordinary Course of Business;
(dv) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the Company;
(evi) Guarantee guaranty of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(fvii) lease or agreement under which the Company or any Subsidiary is the lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of or agreement for real or personal property under which the aggregate annual rental payments do not exceed $25,000;
(gviii) Leased Real Property Subleases, lease or agreement under which the Company or any Subsidiary is the lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company or any SubsidiaryCompany;
(hix) contract or group of related contracts (excluding purchase orders issued or received in the Ordinary Course of Business) with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business25,000;
(ix) assignment, license, indemnification indemnification, joint ownership or other agreement with respect to any the intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret Purchased Proprietary Rights) owned and/or used by the Company or confidential information)of any third party;
(jxi) warranty distribution vendor, dealership franchise, or service agreement with respect or contract relating to its services rendered the distribution, marketing or sale of its products sold or leasedservices;
(kxii) agreement under with a term of more than six months, which it has granted any Person any registration rights (including piggyback rights)is not terminable by the Company upon less than 60 days notice without penalty or which involves more than $25,000 annually;
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mxiii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world;
(xiv) warranty agreement with respect to products sold or services rendered;
(xv) agreements relating to ownership of or investments in any business or enterprise (including investments in joint ventures and minority equity investments);
(xvi) agreements containing "take or pay" provisions;
(xvii) agreements that contain return of products provisions or any other agreement that could result in an obligation to buy back products that were previously sold by the Company; or
(nxviii) agreement relating to the subcontracting to another Person of any other of the Company's obligations under any agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth listed on the CONTRACTS SCHEDULE, all Contracts Schedule.
(b) All of the contracts, agreements and instruments set forth on or required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable against the Company and, to the knowledge of the Company, the other parties thereto, in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and as limited by general principles of equity that restrict the availability of equitable remedies. Except as set forth on the CONTRACTS SCHEDULE, the The Company has performed all material obligations required to be performed by it and its Subsidiaries are is not in material default under or in material breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrument; no . No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company or, to the knowledge of the Company, any other party under any such contract, agreement or instrument listed instrument. Except as set forth on the CONTRACTS SCHEDULE; none Contracts Schedule, with respect to each contract, agreement, or instrument required to be set forth on the Contracts Schedule: (x) the acquisition of substantially all of the assets of the Company as contemplated under this Agreement will not result in a breach of or default under any such contract, agreement, or instrument, or otherwise cause such contract, agreement, or instrument to cease to be legal, valid, binding, enforceable and its Subsidiaries in full force and effect on identical terms following the Closing; (y) neither the Company nor any Stockholder has any present expectation or received notice of the intention of not fully performing all any party to such obligationscontract, agreement, or instrument to cancel, terminate or renegotiate any such contract, agreement or instrument; none and (z) to the knowledge of the Company and its Subsidiaries Company, there has any knowledge of not been any breach or anticipated breach by the any other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract such contract, agreement or commitment instrument.
(c) The Company has provided to the performance Purchaser a true and correct copy of all written contracts which are required to be disclosed on the Contracts Schedule, in each case together with all amendments, waivers, or other changes thereto (all of which would have a Materially Adverse Effectare disclosed on the Contracts Schedule). The Contracts Schedule contains an accurate and complete description of all material terms of all oral contracts referred to therein.
Appears in 1 contract
Sources: Asset Purchase Agreement (Otis Spunkmeyer Holdings Inc)
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on (a) Section 2.18 of the attached CONTRACTS SCHEDULE, Disclosure Schedule contains a true and complete list of all of the following Contracts to which the Company or any of its Subsidiaries is not a party (including after giving effect or by or to the Company) to which any written of them or oraltheir assets or Properties are or may be bound or subject, as each such Contract may have been amended, modified or supplemented:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract collective bargaining agreement or any other Contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract Contracts for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 (or providing for the payment of any cash or other compensation upon a change in control of the Company) or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract Contracts under which the Company or any Subsidiary thereof has advanced or loaned any other Persons amounts Person mounts in the aggregate exceeding $25,00050,000;
(div) agreement or indenture Contracts relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing of a Lien or Encumbrance on any material asset or properties or group of assets or Properties of the CompanyCompany or its Subsidiaries or any letter of credit arrangements;
(ev) Guarantee guarantees of any obligation (other than by the Company in excess of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)$25,000;
(fvi) lease or agreement Contracts under which the Company or any Subsidiary of its Subsidiaries is lessee of or holds or operates any propertyProperty, real or personal, owned by any other party, party except for any lease of real or personal property Property under which the aggregate annual rental payments do not exceed $25,000;
(gvii) lease or agreement Contracts under which the Company or any Subsidiary of 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 Subsidiary;
(hviii) contract Contracts or group of related contracts Contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business50,000;
(iix) assignmentassignments, licenselicenses, indemnification indemnifications or agreement agreements with respect to any intangible property (including, without limitation, any patentIntellectual Property Rights) other than Contracts for the sale of products in the ordinary course of business and "off-the-shelf" software available to the public generally;
(x) warranty Contracts with respect to its products sold, trademark, trade name, copyright, know-how, trade secret leased or confidential informationlicensed or its services rendered which contains terms and conditions that differ in any material respect from the Company's standard warranty terms and conditions (a true and complete copy of which standard terms and conditions has heretofore been furnished to each of the Investors);
(jxi) warranty agreement with respect to its services rendered or its products sold or leased;
Contracts (kother than the Investor Rights Agreement) agreement under which it the Company or any of its Subsidiaries has granted any Person any registration rights (including including, without limitation, demand or piggyback registration rights);
(lxii) contractsales, agreement distribution, dealer or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise Contracts;
(mxiii) contract or agreement Contracts prohibiting it any Person from freely engaging in any business or competing anywhere in the world; orand
(nxiv) any other agreement which is material to the business, operations, assets, Properties, liabilities, condition (financial or otherwise), results of operations, licenses or prospects of the Company or its operations and business prospects Subsidiaries or which involves a consideration in excess of $25,000 50,000 annually. Except as set forth on .
(b) The Company has heretofore delivered or made available to each of the CONTRACTS SCHEDULE, Investors true and complete copies of all of the contracts, agreements and instruments Contracts listed or required to be listed thereon are in Section 2.18 of the Disclosure Schedule. To the best of the Company's knowledge, each such Contract listed or required to be listed in Section 2.18 of the Disclosure Schedule is valid, binding and enforceable in accordance with their its respective terms, and is in full force and effect. Except as set forth on the CONTRACTS SCHEDULE, the The Company and each of its Subsidiaries are not have performed all material obligations required to be performed by them under each such Contract, and to the best of the Company's knowledge, none of them is in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrument; no Contract. No event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any such Subsidiary under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of Contract. Neither the Company and nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of , and the Company and its Subsidiaries has any no knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none Contract. To the best of the Company's knowledge, neither the Company and nor any of its Subsidiaries is a party to any contract Contract or commitment requiring it to purchase or sell goods or services or lease property above or below (as the performance of which would have a Materially Adverse Effectcase may be) prevailing market prices and rates.
Appears in 1 contract
Sources: Securities Purchase Agreement (Clontech Laboratories Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrange ments;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 50,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00050,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,00050,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business100,000;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(l) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(m) material agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty;
(n) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(no) any other agreement which is material to its operations and business prospects or which involves a consideration in excess relating to the acquisition of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all additional properties.
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the The Company and its Subsidiaries each Subsidiary have performed all material obligations required to be performed by them on or prior to the date of this Agreement and are not in default under or in breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such material obligations; none of and neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract material contract, agreement, instrument or commitment; commitment to which it is a party.
(iii) The Company has delivered or made available to the Purchasers' special counsel a true and none correct copy of each of the Company written instruments, plans, contracts and its Subsidiaries is a party agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to any contract on the Contracts Schedule, together with all amendments, waivers or commitment the performance of which would have a Materially Adverse Effectother changes thereto.
Appears in 1 contract
Sources: Preferred Stock and Warrant Purchase Agreement (Prudential Private Equity Investors Iii Lp)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULESANZ Contracts Schedule, the Company neither SANZ nor any of its Subsidiaries is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase purchase, bonus or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company SANZ or any of its Subsidiaries has advanced or loaned any other Persons Person amounts exceeding $10,000 individually or $25,000 in the aggregate exceeding $25,000aggregate;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanySANZ or any of its Subsidiaries;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts Guaranty, performance bond or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)similar agreement;
(fvi) lease or agreement under which the Company SANZ or any Subsidiary of 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 $25,00020,000 individually or $50,000 in the aggregate;
(gvii) material lease or agreement under which the Company SANZ or any Subsidiary of 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 SANZ or any Subsidiaryof its Subsidiaries;
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except 20,000 individually or $50,000 in the aggregate, other than purchase and sales orders from existing customers or to existing vendors, in either case (including orders for professional services) incurred in the ordinary course of business;
(iix) assignment, license, indemnification or other agreement with respect to any intangible property (including, including any Intellectual Property) other than with respect to software that is generally commercially available and is used without limitation, any patent, trademark, trade name, copyright, know-how, trade secret material alteration or confidential information)enhancement;
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights);
(lxii) contractsales, agreement distribution, supply or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mxiii) agreement with a term of more than six months which is not terminable by SANZ or any of its Subsidiaries upon less than thirty (30) days’ notice without penalty and involves a consideration in excess of $20,000 individually or $50,000 in the aggregate annually;
(xiv) contract regarding voting, transfer or other arrangements related to its capital stock or warrants, options or other rights to acquire any of its capital stock;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 20,000 individually or $50,000 in the aggregate annually. Except as .
(b) All of the contracts, SANZ Leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon attached SANZ Contracts Schedule are valid, binding and enforceable in accordance with their respective terms and, to SANZ’s Knowledge, except for such contracts, SANZ Leases, agreements and instruments that shall have expired in accordance with their terms, shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, the Company attached SANZ Contracts Schedule: (i) each of SANZ and its Subsidiaries are has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, SANZ Lease, agreement or instrumentinstrument set forth or required to be set forth on the attached SANZ Contracts Schedule; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by SANZ or any of its Subsidiaries under any such contract, SANZ Lease, agreement or instrument listed set forth or required to be set forth on the CONTRACTS SCHEDULEattached SANZ Contracts Schedule; none (iii) neither SANZ nor any of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none (iv) no contract, SANZ Lease, agreement or instrument set forth or required to be set forth on the attached SANZ Contracts Schedule is currently subject to or is expected to be subject to cancellation or any other material modification by the other party thereto (by reason of the Company and its Subsidiaries has Merger or otherwise) or is subject to or is expected to be subject to any knowledge penalty, right of any set-off or other charge by the other party thereto for late performance or delivery; (v) to SANZ’s Knowledge, there is no breach or anticipated breach by the other parties to any such contract contract, SANZ Lease, agreement or commitment; instrument set forth or required to be set forth on the attached SANZ Contracts Schedule, and none (vi) SANZ and its Subsidiaries have not subleased, licensed, or otherwise granted any Person the right to use or occupy any leased real property or any portion thereof. Neither SANZ nor any of the Company and its Subsidiaries is a party to any contract contract, agreement or commitment the performance of which would could reasonably be expected to have a Materially Material Adverse EffectEffect on SANZ or its Subsidiaries.
(c) Holding’s and Sun’s counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached SANZ Contracts Schedule, together with all amendments, waivers or other changes thereto. To the extent applicable, the contracts identified on the attached SANZ Contracts Schedule are separately identified by the type of contract.
Appears in 1 contract
Sources: Merger Agreement (San Holdings Inc)
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, the Company in Schedule 3.13: (a Seller is not a party (including after giving effect to the Company) to any written contract, commitment or oralarrangement of the type described below which would be binding on Purchaser with respect to any employees of the Mounds Facility after the Closing Date, or would otherwise be applicable to or binding upon Purchaser for any reason whether now or at any time after the Closing Date:
(ai) bonus, pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, employee stock purchase hospitalization insurance or other similar plan or arrangement providing for deferred practice, whether formal or other compensation to employees or any other employee benefit plan or arrangementinformal, or any severance agreements or arrangements;
(ii) contract with any labor union, union or any severance agreements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, time or consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesbasis;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(diii) agreement or indenture relating to the borrowing of money or the to mortgaging, pledging or otherwise placing a Lien lien on any material asset or group of assets of the CompanyPurchased Assets;
(eiv) Guarantee guarantee of any obligation (for borrowed money or otherwise, other than by endorsements made for collection in the Company ordinary course of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)business;
(fv) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities;
(vi) license or royalty agreement;
(vii) lease or agreement under which the Company or any Subsidiary it is lessee of or holds or operates any property, real or personal, personal property owned by any other party, except party for any lease of real or personal property under which the aggregate annual rental payments do not exceed to any one Person and its affiliates exceeds $25,00025,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder);
(gviii) lease or agreement under which the Company or any Subsidiary it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the Company or aggregate annual rental exceeds $25,000 (except to the extent any Subsidiaryof the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder);
(hix) contract or group of related contracts with the same party for the purchase or group sale of affiliated parties products or services under which the performance undelivered balance of which involves aggregate annual consideration such products and services has a selling price in excess of $25,000 (except purchase orders from existing customers or to existing vendors, in either case in the ordinary course extent any of business;
(i) assignment, license, indemnification or agreement with respect the foregoing constitutes a Contract Right to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationbe assumed by Purchaser hereunder);
(jx) warranty agreement other contract or group of related contracts with respect the same party continuing over a period of more than six months from the date or dates thereof, not terminable by it on thirty (30) days' or less notice without penalties or involving more than $25,000 (except to its services rendered or its products sold or leased;
(k) agreement under which it has granted the extent any Person any registration rights (including piggyback rightsof the foregoing constitutes a Contract Right to be assumed by Purchaser hereunder);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mxi) contract or agreement prohibiting which prohibits it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.;
Appears in 1 contract
Sources: Asset Purchase Agreement (Oil Dri Corporation of America)
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, the Company is not a party (including after giving effect to the Company) to any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(d) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the Company;
(e) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement under which the Company or any Subsidiary 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 $25,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULEContracts Schedule, all of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULEContracts Schedule, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; , and no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULEinstrument; none of the Company and or its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effect.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (Zimmerman Sign Co)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE"Contracts Schedule," as of the Closing, neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors or affiliates;
(c) contract under which the Company or a Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(d) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(f) lease or agreement under which the Company or any Subsidiary 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 $25,000;; 22
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual a consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business150,000;
(i) assignment, license, indemnification or agreement with respect to any Proprietary Rights or other intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information)property;
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement agreements under which it has granted any Person any registration rights (including piggyback rights)) other than the Registration Agreement;
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeeemployee except employment agreements terminable at will;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or;
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 150,000 annually. Except as set forth on the CONTRACTS SCHEDULE; and
(o) any loan agreement with or guarantee to any employee, all officer or director of the contracts, agreements Company.
(ii) The Company and instruments each Subsidiary have performed all material obligations required to be listed thereon are valid, binding performed by them and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default under or in breach of nor in receipt of any claim of default or breach under any such contractcontract or commitment required to be set forth on the "Contracts Schedule" (each, agreement or instrumenta "Material Contract"); no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contractMaterial Contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of and neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract Material Contract or commitment; and none of commitment to which it is a party.
(iv) Except as set forth on the Contracts Schedule, since the Latest Balance Sheet, there have been no material changes in any employment agreement or compensation arrangement between the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effectemployees.
Appears in 1 contract
Sources: Purchase Agreement (Centennial Communications Corp)
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, the Company is not a party (including after giving effect to the Company) to any written or oralin SCHEDULE 2.13:
(a) Sellers are not a party to any contract, commitment or arrangement of the type described below which would be binding on Buyer with respect to any employees of the T▇▇▇ Facility after the Closing Date, or would otherwise be applicable to or binding upon Buyer for any reason at any time after the Closing Date:
(i) bonus, pension, profit sharing, retirement or deferred compensation plan or stock purchase, stock option, employee stock purchase hospitalization insurance or other similar plan or arrangement providing for deferred practice, whether formal or other compensation to employees or any other employee benefit plan or arrangementinformal, or any severance agreements or arrangements;
(ii) contract with any labor union, union or any severance agreements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, time or consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesbasis;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(diii) agreement or indenture relating to the borrowing of money or the to mortgaging, pledging or otherwise placing a Lien lien on any material asset or group of assets of the CompanyAssets;
(eiv) Guarantee guarantee of any obligation (for borrowed money or otherwise, other than by endorsements made for collection in the Company ordinary course of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)business;
(fv) agreement or commitment with respect to the lending or investing of funds to or in other persons or entities;
(vi) license or royalty agreement;
(vii) lease or agreement under which the Company or any Subsidiary it is lessee of or holds or operates any property, real or personal, personal property owned by any other party, except party for any lease of real or personal property under which the aggregate annual rental payments do not exceed to any one Person and its affiliates exceeds $25,00010,000 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder);
(gviii) lease or agreement under which the Company or any Subsidiary it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it for which the Company or aggregate annual rental exceeds $10,000 (except to the extent any Subsidiaryof the foregoing constitutes a Contract Right to be assumed by Buyer hereunder);
(hix) contract or group of related contracts with the same party for the purchase or group sale of affiliated parties products or services under which the performance undelivered balance of which involves aggregate annual consideration such products and services has a selling price in excess of $25,000 10,000 (except purchase orders from existing customers or to existing vendors, in either case in the ordinary course extent any of business;
(i) assignment, license, indemnification or agreement with respect the foregoing constitutes a Contract Right to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationbe assumed by Buyer hereunder);
(jx) warranty agreement other contract or group of related contracts with respect the same party continuing over a period of more than six (6) months from the date or dates thereof, not terminable by it on thirty (30) days' or less notice without penalties or involving more than $10,000 (except to its services rendered or its products sold or leased;
(k) agreement under which it has granted the extent any Person any registration rights (including piggyback rightsof the foregoing constitutes a Contract Right to be assumed by Buyer hereunder);
(lxi) contractcontract which prohibits it from freely engaging in business anywhere in the world;
(xii) contract relating to the distribution or brokerage of its products;
(xiii) supply agreements or obligations undertaken by Sellers since June 30, agreement or other arrangement 2002, not otherwise described in this SECTION 2.13 (except to the extent any of the foregoing constitutes a Contract Right to be assumed by Buyer hereunder); or
(xiv) contract with any officer, director, employee partner, shareholder or Affiliateother insider of Sellers.
(b) Except as specifically disclosed in SCHEDULE 2.13, since June 30, 2002, (i) to the knowledge of Sellers, no contract or any Affiliate commitment material and relating primarily to the Business, the T▇▇▇ Facility or the Assets has been breached or canceled by the other party, (ii) Sellers have performed all material obligations required to be performed by them through the date of this Agreement in connection with the Business, the T▇▇▇ Facility and the Assets and are not in receipt of any officerwritten claim of default under any lease, director contract, commitment or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement to which any Seller is material to its operations and business prospects or which involves a consideration party having an aggregate value over the life thereof in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements 10,000; and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in default or breach under any such contract, agreement or instrument; (iii) no event has occurred which which, with the passage of time or the giving of notice or both both, would result in a default, breach or event of noncompliance default under any such material lease, contract, instrument or other agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has to which any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries Seller is a party and which is related to any contract the Assets.
(c) SCHEDULE 2.13 contains a list of all Contract Rights and Assumed Contracts, and Seller has supplied Buyer with a true and correct copy of all written Assumed Contracts which are referred to on Schedule 2.13, together with all amendments, waivers or commitment the performance of which would have a Materially Adverse Effectother changes thereto.
Appears in 1 contract
Sources: Asset Purchase Agreement (Oil Dri Corporation of America)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULEContracts Schedule or, in the case of paragraph (iv), below, the Employees Schedule, neither the Company nor any of its Subsidiaries is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) Contract with any vendor involving annual consideration in the aggregate in excess of $50,000.
(ii) Contract with any customer involving annual consideration in the aggregate in excess of $50,000.
(iii) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred compensation (including any bonuses or other compensation remuneration and whether in cash or otherwise), to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(biv) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to (A) loans to officers, directors or affiliatesAffiliates (other than inter-company debt among the Company and a Subsidiary or between Subsidiaries of the Company), or (B) employment of (or consulting arrangement with) any executive officer, Headquarter Staff or any other employee or consultant earning more than $50,000 per year;
(cv) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000;
(dvi) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the CompanyCompany or any of its Subsidiaries;
(evii) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)Guaranty;
(fviii) lease or agreement under which the Company or any Subsidiary of 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 $25,00050,000 (it being agreed that any such lease disclosed on the Leased Real Property Schedule shall also be deemed disclosed herein);
(gix) lease or agreement under which the Company or any Subsidiary of 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 Subsidiaryof its Subsidiaries;
(hx) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business50,000;
(ixi) assignment, license, indemnification or agreement with respect to any intangible property (includingincluding any Intellectual Property Rights) granted or made to the Company or any of its Subsidiaries, or granted or made by the Company or any of its Subsidiaries to third parties, except licenses to the Company or any of its Subsidiaries of commercially available, unmodified, "off the shelf" software used solely for the Company's and its Subsidiaries' own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $50,000 annually;
(xii) sales, distribution, manufacturing, supply or franchise agreement (A) which involves consideration in the aggregate in excess of $50,000 annually (other than royalties from franchisees) or (B) other than franchise agreements, which involves any exclusivity, requirements clauses or similar right or obligation of any party thereto (including without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationlimitation territorial exclusivity);
(jxiii) warranty agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than thirty (30) days' notice without penalty and involves a consideration in excess of $50,000 annually;
(xiv) contract regarding voting, transfer or other arrangements related to the Company's or any Subsidiary's Capital Stock or warrants, options or other rights to acquire any of the Company's or any Subsidiary's Capital Stock;
(xv) contract or agreement regarding any material indemnification provided to or by the Company and any if its Subsidiaries, including any contract regarding any indemnification provided with respect to its services rendered or its products sold or leasedEnvironmental and Safety Requirements;
(kxvi) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contractother than franchise agreements, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvii) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 50,000 annually. Except as To the extent applicable, the contracts, leases, agreements and instruments identified on the Contracts Schedule are separately identified by type of agreement. The description of all contracts, leases, agreements and instruments identified on the Contracts Schedule clearly identify all amendments, waivers and other modifications to such agreements.
(b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon Contracts Schedule are valid, binding and enforceable in accordance with their respective termsterms against the Company or Subsidiary party thereto and, to the knowledge of the Company, the other parties thereto (except as enforceability may be limited by laws relating to bankruptcy, insolvency, winding-up or other similar laws affecting the enforcement of creditors' rights, and by general principles of equity). Except as set forth on the CONTRACTS SCHEDULEContracts Schedule, (i) each of the Company and its Subsidiaries are has performed all obligations required to be performed by it in all material respects and is not in material default under or in material breach of nor in receipt of any claim of default or breach under any such contract, lease, agreement or instrumentinstrument to which the Company or any of its Subsidiaries is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a material default, material breach or event of material noncompliance by the Company or any of its Subsidiaries under any such contract, lease, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and or any of its Subsidiaries is subject; (iii) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing performing, in all material respects, all such obligations; none of and (iv) the Company and its Subsidiaries has any does not have knowledge of any material breach or anticipated material breach by the other parties to any such contract contract, lease, agreement, instrument or commitment; and none commitment to which they are parties. Except as set forth on the Contracts Schedule, there are no renegotiations of, attempts or requests to renegotiate or outstanding rights to renegotiate, any terms of any of the Company agreements and instruments set forth or required to be set forth on the Contracts Schedule.
(c) Buyer or its Subsidiaries is special counsel has been supplied with a party true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to any contract on the attached Contracts Schedule, together with all amendments, waivers or commitment the performance of which would have a Materially Adverse Effectother changes thereto.
Appears in 1 contract
Contracts and Commitments. 4.12.1. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee Benefits ------------------ ----------------- Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any -------- written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 75,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Debt or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation in excess of $100,000 (other than by the Company of a whollyWholly-owned Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement under which the Company or any Subsidiary 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 $25,000100,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property);
(ji) warranty agreement with respect to its services rendered or its products sold or leased;
(kj) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(k) sales, distribution or franchise agreement;
(l) contract, agreement or other arrangement with any officer, director, stockholder, employee or Affiliate, or any Affiliate of any officer, director director, stockholder or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or;
(n) any other agreement which is material to its operations and business prospects contract or group of related contracts with the same party or group of affiliated parties the performance of which involves a consideration in excess of $25,000 annually200,000; or agreement with a term of more than six months which is not terminable by the Company or any Subsidiary upon less than 30 days notice without penalty.
4.12.2. Except as set forth on the CONTRACTS SCHEDULE, all All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable in accordance with their respective termsterms in all material respects. Except as set forth on the CONTRACTS SCHEDULE, the The Company and its Subsidiaries each Subsidiary have performed all material obligations required to be performed by them and are not in default under or in breach of nor in receipt of any claim of default or breach under any such material contract, agreement or instrumentinstrument to which the Company or any Subsidiary is subject; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries or any Subsidiary is subject; neither the Company nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of and neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract material contract, agreement, instrument or commitment; commitment to which it is a party.
4.12.3. The Lender's special counsel has been supplied with a true and none correct copy of each of the Company written instruments, plans, contracts and its Subsidiaries is a party agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to any contract on the Contracts Schedule, together with all amendments, waivers or commitment the performance of which would have a Materially Adverse Effectother changes thereto.
Appears in 1 contract
Sources: Senior Subordinated Loan Agreement (GTCR Golder Rauner LLC)
Contracts and Commitments. Except as expressly contemplated by this Agreement or (a) To the Knowledge of Sellers and/or the Company, except as set forth on the attached CONTRACTS SCHEDULEContracts Schedule, the Company is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase purchase, bonus or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-full time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors directors, managers or affiliatesAffiliates;
(ciii) contract under which the Company has advanced made advances or loaned loans to any other Persons amounts in the aggregate exceeding $25,000Person;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the Company and/or the equity securities of the Company;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts guaranty, performance bond or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)similar agreement;
(fvi) lease or agreement under which the Company or any Subsidiary 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 $25,00015,000;
(gvii) lease or agreement under which the Company or any Subsidiary is lessor of or permits any third third-party to hold or operate any property, real or personal, owned or controlled by the Company or any SubsidiaryCompany;
(hviii) contract or group of related contracts with the same party or group of affiliated Affiliated parties the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business50,000;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including piggyback rights)sales or franchise agreement;
(lxii) contractadvertising, agreement vendor rebate or other arrangement with any officer, director, employee product purchase or Affiliate, or any Affiliate of any officer, director or employeesale discount agreement;
(mxiii) agreement with a term of more than six months which is not terminable by the Company upon less than 30 days’ notice without penalty and involves a consideration in excess of $50,000 annually;
(xiv) contract regarding voting, transfer or other arrangements related to the Company’s securities, capital stock, equity interests or warrants, options or other rights to acquire any of the Company’s securities;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the worldworld or requiring it to exclusively purchase or sell products or services to a third-party;
(xvi) any contract or agreement requiring the Company to pay any Person based on a percentage of revenue, profit and/or business generated by the Company; or
(nxvii) any other agreement which is material to its operations and business prospects or which involves a potential consideration in excess of $25,000 annually. Except as set forth on 50,000 annually or in excess of $100,000 at any time.
(b) To the CONTRACTS SCHEDULEKnowledge of Sellers and/or the Company, all of the contracts, leases, agreements and instruments set forth or required to be listed thereon set forth on the Contracts Schedule (the “Material Contracts”) are valid, binding and enforceable in accordance with their respective termsterms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except To the Knowledge of Sellers and/or the Company, except as set forth on the CONTRACTS SCHEDULEContracts Schedule, (i) the Company has performed all material obligations required to be performed by it and its Subsidiaries are is not in default under or in breach of nor in receipt of any written claim of default or breach under any such contractMaterial Contract, agreement or instrument; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company under any such contractMaterial Contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of (iii) the Company and its Subsidiaries has does not have any present expectation or intention of not fully performing all such obligations; none of , (iv) neither the Company and its Subsidiaries nor Sellers has any knowledge Knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; Material Contract. For purposes of this Section 5.12(b)(iv), the Knowledge of Sellers and none the Company is defined as the actual knowledge of the Sellers and the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effectwith no reasonable inquiry required.
Appears in 1 contract
Sources: Stock Purchase Agreement (GlobalOptions Group, Inc.)
Contracts and Commitments. (a) Except as expressly specifically contemplated by this Agreement or and except as set forth on the attached CONTRACTS SCHEDULEin Schedule 3.9, the Company is Companies are not a party (including after giving effect to the Company) to any or bound by, whether written or oral, any:
(ai) collective bargaining agreement or Contract with any labor union or any bonus, commissions, pension, profit sharing, retirement or any other form of deferred compensation or incentive plan or any stock purchase, stock option, employee stock purchase hospitalization insurance or other similar plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreementspractice;
(bii) contract Contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other independent contractor basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors any severance agreements or affiliateschange-of-control agreements;
(ciii) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(d) agreement or indenture Contract relating to the borrowing of money Indebtedness or the to mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the Companyits assets, other than a Permitted Encumbrance;
(eiv) Guarantee Contract with respect to the lending or investing of any obligation funds (other than by accounts receivable incurred in the Company Ordinary Course of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debtsBusiness);
(fv) lease Contract for the purchase of products, Inventory, supplies, equipment, machinery, other tangible personal property or agreement services by the Companies, under which the Company undelivered balance of such products, Inventory, supplies, equipment, machinery, other personal property or services has an aggregate price or other cost in excess of US $50,000;
(vi) Contract with any Subsidiary customer of the Companies that has generated at least US $50,000 of net revenue to the Companies during the nine-month period ended September 30, 2017 under which the customer has a remaining payment obligation in excess of US $10,000;
(vii) Contract or purchase order for capital expenditures or the acquisition or construction of fixed assets requiring the payment by the Companies of an amount in excess of US $50,000;
(viii) license or royalty Contracts, or management, consulting, or advisory contracts;
(ix) guaranty of any obligation, other than endorsements made for collection;
(x) Contract under which any of the Companies is lessee of of, or holds or operates operates, any property, real or personal, personal property owned by any other party, except party calling for any lease of real payments by the relevant Company or personal property under which any of the aggregate annual rental payments do not exceed $25,000;
(g) lease or agreement under which the Company or any Subsidiary Companies 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 Subsidiaryit;
(hxi) contract Contract or group of related contracts Contracts with the same party continuing over a period of more than six months from the date or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 dates thereof, not terminable by it on 60 days or less notice without penalties (except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationleases for real property);
(jxii) warranty agreement with respect Contract relating to its services rendered the ownership of or its products sold investments in any business or leased;
enterprise (k) agreement under which it has granted any Person any registration rights (including piggyback rightsincluding, but not limited to, investments in joint ventures and minority equity investments);
(lxiii) contract, agreement or other arrangement with Contract which prohibits any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it the Companies from freely engaging in any business or competing anywhere in the world;
(xiv) Contract relating to the distribution, marketing, advertising or sales of any of the Companies’ products and/or services;
(xv) Contract pursuant to which it subcontracts work to third parties;
(xvi) powers of attorney existing and in force and effect as of the Closing Date;
(xvii) Contract relating to the acquisition or sale of the Business (or any material portion thereof) or all or a material portion of the assets of the Companies;
(xviii) Contract relating to Transferred Proprietary Rights except as set forth in Schedule 3.10;
(xix) customer Contract containing most-favored-nations pricing provisions;
(xx) supplier or customer Contract containing minimum volume requirements or guarantees;
(xxi) Contract material to the Business and providing for joint research, design or development;
(xxii) Contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute with a value of greater than US $200,000; or
(nxxiii) other Contract material to any of the Companies and not entered into in the Ordinary Course of Business.
(b) Except as disclosed in Schedule 3.7(b) or Schedule 3.9, (i) to the Knowledge of Sellers, no Contract disclosed on Schedule 3.7(b) or Schedule 3.9 (each, a “Material Contract” and collectively, the “Material Contracts”) has been materially breached or canceled by the other party and, to the Knowledge of Sellers, there is no anticipated material breach by any other agreement which is party to any Material Contract, (ii) the Companies have performed all the material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments obligations required to be listed thereon are valid, binding performed by them under the Material Contracts to the extent required to be so performed as of the date hereof or as of the Closing Date and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are not in material default under or in material breach under of any such contractMaterial Contract and, agreement or instrument; to the Knowledge of Sellers, no event or condition has occurred or arisen which with the passage of time or the giving of notice or both would result in a default, material default or material breach or event of noncompliance under thereunder by any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any Companies, (iii) the Companies do not have a present expectation or intention of not fully performing all any obligation pursuant to any Material Contract, and (iv) each Material Contract is legal, valid, binding, enforceable and in full force and effect and will continue as such obligations; none following the consummation of the Company transactions contemplated hereby, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Law affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) During the two-year period ending on the date of this Agreement, the Companies have not used any name or names under which they have invoiced account debtors, maintained records regarding its Subsidiaries has any knowledge of any breach assets or anticipated breach by otherwise conducted business, other than the other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effectnames set forth on Schedule 3.9.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (SemGroup Corp)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached "CONTRACTS SCHEDULE, the ," no Acquired Company is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements other than any such arrangements as are set forth in either the EMPLOYEES SCHEDULE or the BENEFIT PLANS SCHEDULE;
(bii) contract with any Affiliate or contract with any Contracted Nonprofit;
(iii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 50,000, other than at-will contracts without severance obligations, or contract relating to loans to officers, directors or affiliatesAffiliates;
(civ) contract under which the Company has Acquired Companies have advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000, other than trade credit extended in the Ordinary Course of Business;
(dv) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or group of assets of the CompanyAcquired Companies other than Permitted Liens;
(evi) Guarantee guaranty of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(fvii) lease or agreement under which any Acquired Company is the Company or any Subsidiary is lessee of or holds or operates any property, real or personal, owned by any other party, except for any lease of or agreement for real or personal property under which the aggregate annual rental payments do not exceed $25,000150,000;
(gviii) lease or agreement under which any Acquired Company is the Company or any Subsidiary 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 SubsidiaryAcquired Company;
(hix) contract or group of related contracts (excluding purchase orders issued or received in the Ordinary Course of Business) with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business1,000,000;
(ix) assignment, license, indemnification indemnification, joint ownership or other agreement with respect to any the intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret Proprietary Rights) of material value of any Acquired Company or confidential information)of any third party;
(jxi) warranty agreement with respect to its services rendered distribution or its products sold or leasedfranchise agreement;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(mxii) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world;
(xiii) agreement relating to the subcontracting (other than to mentors) to another Person of any of the Acquired Companies' obligations under any agreement listed on the CONTRACTS SCHEDULE; or
(nxiv) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 1,000,000 annually. Except .
(b) To the Company's knowledge, except as expressly contemplated by this Agreement or as set forth on the CONTRACTS SCHEDULE, all no Contracted Nonprofit is a party to or bound by any written or oral contract relating to the provision of services to state, county, local or other governmental or quasi-governmental bodies (a "GOVERNMENT CONTRACT") for which a Contracted Nonprofit has also contracted with an Acquired Company to provide management or other services in support of such Government Contract.
(c) All of the contracts, agreements and instruments required to be listed thereon are valid, binding and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, as well as all contracts and agreements (or purported contracts and agreements) involving consideration in excess of $250,000 annually (collectively, "OTHER CONTRACTS") are valid, binding and enforceable against the Acquired Companies (or, if applicable, and to the knowledge of the Company, a Contracted Nonprofit) and, to the knowledge of the Company, the other parties thereto, in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and as limited by general principles of equity that restrict the availability of equitable remedies. Each Acquired Company (and, if applicable, to the Company's knowledge, each Contracted Nonprofit) has performed all material obligations required to be performed by it and its Subsidiaries are is not in material default under or in breach of nor in receipt of any claim of default or breach under any such contract, contract or agreement (or purported contract or agreement) or instrument; no . No event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by any of the Acquired Companies or, to the knowledge of the Company, any other party under any such contract or agreement (or purported contract or agreement) or instrument. Except as set forth on the CONTRACTS SCHEDULE, with respect to each contract, agreement, or instrument set forth on the Contracts Schedule as well as each Other Contract: (x) the acquisition of the stock and change in control of the Acquired Companies (as the case may be) as contemplated under this Agreement will not result in a breach of or default under any such contract, agreement, or instrument, or otherwise cause such contract, agreement, or instrument to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (y) no Seller Entity or Acquired Company has received written notice of the intention of any party to such contract, agreement, or instrument to cancel, terminate or renegotiate in any material respect any such contract, agreement or instrument listed on instrument; and (z) to the CONTRACTS SCHEDULE; none knowledge of the Company and its Subsidiaries Company, there has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of been any breach or anticipated breach by any other party to such contract, agreement or instrument.
(d) The Seller has provided the Purchaser with a true and correct copy of all written contracts which are disclosed on the CONTRACTS SCHEDULE (other parties to any such contract or commitment; and none of the than contracts for which an Acquired Company and its Subsidiaries is not a party to any contract or commitment the performance bound), in each case together with all amendments, waivers, or other changes thereto (all of which would have a Materially Adverse Effectare disclosed on the CONTRACTS SCHEDULE). The CONTRACTS SCHEDULE contains an accurate and complete description of all material terms of all oral contracts referred to therein.
Appears in 1 contract
Sources: Stock Purchase Agreement (Magellan Health Services Inc)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, neither the Company nor any of its Subsidiaries is not a party (including after giving effect to the Company) to or bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company or any of its Subsidiaries has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00010,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany or any of its Subsidiaries;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts Guaranty, performance bond or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)similar agreement;
(fvi) lease or agreement under which the Company or any Subsidiary of 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 $25,00010,000;
(gvii) lease or agreement under which the Company or any Subsidiary of 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 Subsidiaryof its Subsidiaries;
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except 10,000, other than purchase and sales orders from existing customers or to existing vendors, in either case incurred in the ordinary course of business;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights);
(lxii) contractsales, agreement distribution, supply or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mxiii) agreement with a term of more than six months which is not terminable by the Company or any of its Subsidiaries upon less than 30 days' notice without penalty and involves a consideration in excess of $10,000 annually;
(xiv) contract regarding voting, transfer or other arrangements related to the Company's capital stock or warrants, options or other rights to acquire any of the Company's capital stock;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as .
(b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon SCHEDULE are valid, binding and enforceable in accordance with their respective termsterms and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) each of the Company and its Subsidiaries are has performed all obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, lease, agreement or instrument to which the Company or any of its Subsidiaries is subject, including but not limited to, any provisions in any contract, agreement or instrumentinstrument concerning the Company's or its Subsidiaries' status as a Minority Owned Business Enterprise; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any such contract, lease, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and or any of its Subsidiaries is subject; (iii) neither the Company nor any of its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) neither the Company and its Subsidiaries nor any Seller has any knowledge of any breach or anticipated breach by the other parties to any such contract contract, lease, agreement, instrument or commitment; and none of commitment to which they are parties. Neither the Company and nor any of its Subsidiaries is a party to any contract contract, agreement or commitment the performance of which would could reasonably be expected to have a Materially Material Adverse Effect.
(c) Buyer or Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Sources: Stock Purchase and Recapitalization Agreement (Linc Net Inc)
Contracts and Commitments. (i) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, "Contracts Schedule" or the attached "Employee Benefits Schedule," neither the Company nor any Subsidiary is not a party (including after giving effect to the Company) to or bound by any written or oral:
(a) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(b) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(c) contract under which the Company or Subsidiary has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00050,000;
(d) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the CompanyCompany and its Subsidiaries;
(e) Guarantee guarantee of any obligation in excess of $50,000 (other than by the Company of a wholly-owned Wholly Owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement under which the Company or any Subsidiary 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 $25,00050,000;
(g) lease or agreement under which the Company or any Subsidiary 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 Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including including, without limitation, demand and piggyback registration rights);
(li) contract, agreement or other arrangement with any officer, director, employee or Affiliate, a term of more than six months which is not terminable by the Company or any Affiliate of any officer, director or employeeSubsidiary upon less than 30 days notice without penalty;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nj) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 75,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all .
(ii) All of the contracts, agreements and instruments required to be listed thereon set forth on the Contracts Schedule are valid, binding and enforceable against the Company (and, to the Company's knowledge, against the other party thereto), in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULEContracts Schedule, the Company and its Subsidiaries each Subsidiary have performed all obligations required to be performed by them under the contracts, agreements and instruments listed on the Contracts Schedule and are not in default under or in breach of nor in receipt of any claim of default or breach under any such contract, agreement or instrumentinstrument listed on the Contracts Schedule; no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any Subsidiary under any such material contract, agreement or instrument listed on the CONTRACTS SCHEDULEContracts Schedule; none of neither the Company and its Subsidiaries nor any Subsidiary has any present expectation or intention of not fully performing all such obligations; none of neither the Company and its Subsidiaries nor any Subsidiary has any knowledge of any breach or anticipated breach by the other parties to any such contract material contract, agreement, instrument or commitmentcommitment listed on the Contracts Schedule; and none of neither the Company and its Subsidiaries nor any Subsidiary is a party to any materially adverse contract or commitment commitment.
(iii) The Purchasers' special counsel has been supplied with a true and correct copy of each of the performance written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which would have a Materially Adverse Effectare referred to on the Contracts Schedule, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, the Company is not a party (including after giving effect to the Company) or to Sellers' knowledge bound by any written or oral:
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees, former employees or consultants, or any other employee benefit plan or arrangement, or any collective bargaining agreement or any other contract with any labor union, or any severance agreements, programs, policies or arrangements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliatesAffiliates;
(ciii) contract under which the Company has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,00010,000;
(div) agreement or indenture relating to the borrowing of borrowed money or other Indebtedness or the mortgaging, pledging or otherwise placing a Lien on any material asset or material group of assets of the Company;
(ev) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts Guaranty, performance bond or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)similar agreement;
(fvi) lease or agreement under which the Company or any Subsidiary 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 $25,00010,000;
(gvii) lease or agreement under which the Company or any Subsidiary 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 SubsidiaryCompany;
(hviii) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration in the aggregate annual consideration in excess of $25,000 except 10,000, other than purchase and sales orders from existing customers or to existing vendors, in either case incurred in the ordinary course of business;
(iix) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, including any patent, trademark, trade name, copyright, know-how, trade secret or confidential informationIntellectual Property Rights);
(jx) warranty agreement with respect to its services rendered or its products sold or leased;
(kxi) agreement under which it has granted any Person any registration rights (including demand or piggyback registration rights);
(lxii) contractsales, agreement distribution, supply or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employeefranchise agreement;
(mxiii) agreement with a term of more than six months which is not terminable by the Company upon 30 or less days' notice without penalty and involves a consideration in excess of $10,000 annually;
(xiv) contract regarding voting, transfer or other arrangements related to the Company's capital stock or warrants, options or other rights to acquire any of the Company's capital stock;
(xv) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as .
(b) All of the contracts, leases, agreements and instruments set forth or required to be set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments required to be listed thereon SCHEDULE are valid, binding and enforceable in accordance with their respective termsterms and shall not be materially adversely affected by the consummation of the transactions contemplated hereby. Except as set forth on the CONTRACTS SCHEDULE, (i) the Company has performed all obligations required to have been performed by it and its Subsidiaries are is not in material default under or in material breach of nor in receipt of any claim of default or breach under any such contract, lease, agreement or instrumentinstrument to which the Company is subject; (ii) no event has occurred which with the passage of time or the giving of notice or both would result in a material default, breach or event of noncompliance by the Company under any such contract, lease, agreement or instrument listed on the CONTRACTS SCHEDULE; none of to which the Company and its Subsidiaries is subject; (iii) the Company has any no present expectation or intention of not fully performing all such obligations; none (iv) no partially-filled or unfilled customer purchase order or sales order is subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set-off or other charge by the other party thereto for late performance or delivery; and (v) neither the Company and its Subsidiaries has any nor Sellers have knowledge of any breach or anticipated breach by the other parties to any such contract contract, lease, agreement, instrument or commitment; and none of the commitment to which they are parties. The Company and its Subsidiaries is not a party to any contract contract, agreement or commitment the performance of which would could reasonably be expected to have a Materially Material Adverse Effect.
(c) Buyer's counsel has been supplied with a true and correct copy of each of the written instruments, plans, contracts and agreements and an accurate description of each of the oral arrangements, contracts and agreements which are referred to on the attached CONTRACTS SCHEDULE, together with all amendments, waivers or other changes thereto.
Appears in 1 contract
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on in Section 2.7 of the attached CONTRACTS SCHEDULEDisclosure Schedule, the Company is not a party (including after giving effect to the Company) to any written or oralto:
(ai) any contract, agreement, purchase order (other than purchase orders in the ordinary course of business) or other commitment for the purchase, sale or provision to or by the Company of goods, property or services having an individual value in excess of $10,000 or an aggregate value in excess of $100,000;
(ii) any pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred compensation or other compensation to employees or any other employee benefit plan or arrangementplan, or any contract with any labor union, or any severance agreements;
(biii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 or contract relating to loans to officers, directors or affiliates;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(d) agreement or indenture relating to the borrowing of money or to the mortgaging, pledging or otherwise placing a Lien lien on any material asset or group of assets of the Company;
(eiv) Guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(f) lease or agreement under which the Company or any Subsidiary it 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 $25,0005,000;
(gv) any lease or agreement under which the Company or any Subsidiary it is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by it;
(vi) any agreements providing for the services of an independent contractor to which the Company is a party or by which it is bound;
(vii) any oral or written direct or indirect guarantee of any obligation; or
(viii) any other or additional material contracts, commitments, agreements, arrangements, writings, guarantees, leases and licenses to which the Company is a party or by which the Company or any Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration its property is bound having an individual value in excess of $25,000 except purchase orders from existing customers 10,000 or to existing vendors, in either case in the ordinary course of business;
(i) assignment, license, indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration an aggregate value in excess of $25,000 annually100,000. Except as set forth on the CONTRACTS SCHEDULE, all Each of the contracts, agreements agreements, leases, licenses and instruments commitments required to be listed thereon are validin Section 2.7 of the Disclosure Schedule (the “Contracts”) is valid and binding, binding and enforceable in accordance with their its respective terms, in full force and effect and, at Closing, will remain in full force and effect without the consent, approval or act of, or the making of any filing with, any other person. Except as set forth on To the CONTRACTS SCHEDULEShareholder’s knowledge, none of the Contracts were entered into with any intent or for any purpose prohibited by law. True and complete copies of all of the Contracts (together with any and all amendments thereto) have been delivered to GlobalSecure and initialed by the Company’s Secretary and identified with a reference to this Section of this Agreement. The Company has performed all obligations required to be performed by it and its Subsidiaries are is not in default under, or in breach of, or in receipt of any claim of default or breach under under, any such contract, agreement or instrument; of the Contracts and no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of Contract neither the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of nor the Company and its Subsidiaries Shareholder has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; Contract and none of to the Shareholder’s knowledge the Company and its Subsidiaries is not a party to any contract Contract for the purchase of goods or commitment the performance of which would have services at a Materially Adverse Effectrate currently materially above market prices.
Appears in 1 contract
Contracts and Commitments. Except as expressly contemplated by this Agreement or as set forth on the attached CONTRACTS SCHEDULE, the Company is not a party (including after giving effect to the Company) to any written or oral:
(a) Schedule 2.7 lists the following agreements, if any, whether oral or written, to which Dakota Plains is a party, which are currently in effect, and which relate to the operation of the business of Dakota Plains: (i) bonus, pension, profit sharing, stock optionretirement or other forms of deferred compensation plans; (ii) hospitalization insurance or other welfare benefit plans or practices, employee whether formal or informal; (iii) stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
stock option plans; (biv) contract contracts for the employment of any officer, individual employee or other Person on a full-time, part-time, time or consulting basis or other basis providing annual compensation in excess of $25,000 or contract relating to loans severance pay for any such Person; (v) confidentiality agreements; (vi) contracts, agreements or understandings relating to officers, the voting of DP Stock or the election of directors of Dakota Plains; (vii) agreements or affiliates;
(c) contract under which the Company has advanced or loaned any other Persons amounts in the aggregate exceeding $25,000;
(d) agreement or indenture indentures relating to the borrowing of money or the to mortgaging, pledging or otherwise placing a Lien on any material asset or group of the assets of the Company;
Dakota Plains; (eviii) Guarantee guaranties of any obligation for borrowed money or otherwise; (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts);
(fix) any lease or agreement under which the Company or any Subsidiary Dakota Plains is lessee of 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 exceeds $25,000;
50,000; (gx) any lease or agreement under which the Company or any Subsidiary Dakota Plains is lessor of of, or permits any third party to hold or operate operate, any property, real or personal, owned for which the annual rental exceeds $50,000; (xi) contracts which prohibit Dakota Plains from freely engaging in business anywhere in the world; (xii) lease, license, participation or controlled similar agreements or arrangements, or agreements providing for the payment or receipt of royalties or other compensation by the Company or for Dakota Plains in connection with intellectual property rights, mineral rights (including oil and natural gas rights), or any Subsidiary;
other assets of Dakota Plains; (hxiii) contract contracts or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration commitments for capital expenditures in excess of $25,000 except purchase orders from existing customers 50,000; (xiv) agreements for the sale of any capital asset; or (xv) any other agreement which is either material to existing vendors, in either case the business of Dakota Plains or was not entered into in the ordinary course of business;.
(ib) assignmentTo the Knowledge of Dakota Plains, licenseDakota Plains has performed, indemnification or agreement with respect to any intangible property (includingin all material respects, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(j) warranty agreement with respect to its services rendered or its products sold or leased;
(k) agreement under which it has granted any Person any registration rights (including piggyback rights);
(l) contract, agreement or other arrangement with any officer, director, employee or Affiliate, or any Affiliate of any officer, director or employee;
(m) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world; or
(n) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 annually. Except as set forth on the CONTRACTS SCHEDULE, all of the contracts, agreements and instruments obligations required to be listed thereon are valid, binding performed by it in connection with the contracts or commitments required to be disclosed in Schedule 2.7 and enforceable in accordance with their respective terms. Except as set forth on the CONTRACTS SCHEDULE, the Company and its Subsidiaries are is not in receipt of any claim of default or breach under any contract or commitment required to be disclosed under such contract, agreement or instrumentcaption; Dakota Plains has no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all any material obligation pursuant to any contract or commitment required to be disclosed under such obligationscaption; none of the Company and its Subsidiaries Dakota Plains has any knowledge no Knowledge of any breach or anticipated breach by the any other parties to any such contract or commitment; and none of the Company and its Subsidiaries is a party to any contract or commitment the performance of which would have a Materially Adverse Effectrequired to be disclosed under such caption.
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Sources: Merger Agreement (MCT Holding Corp)
Contracts and Commitments. (a) Except as expressly contemplated by this Agreement or any Related Documents or as set forth on Item 4.16 of the attached CONTRACTS SCHEDULEDisclosure Schedule, as of the Company date of this Agreement, neither Crown nor any of its Subsidiaries is not a party (including after giving effect to the Company) to any written or oral:oral agreement (all items set forth thereon are referred to as "Material Agreements"):
(ai) pension, profit sharing, stock option, employee stock purchase or other plan or arrangement providing for deferred or other compensation to employees or any other employee benefit plan or arrangement, or any contract with any labor union, or any severance agreements;
(bii) contract for the employment of any officer, individual employee or other Person on a full-time, part-time, consulting or other basis providing annual compensation in excess of $25,000 100,000 or contract relating to loans to officers, directors directors, shareholders or affiliatesAffiliates;
(ciii) contract under which the Company it has advanced or loaned any other Persons Person amounts in the aggregate exceeding $25,000100,000;
(div) agreement or indenture relating to the borrowing of money or the mortgaging, pledging or otherwise placing a Lien an Encumbrance on any material asset or material group of assets of the Companyassets;
(ev) Guarantee guarantee of any obligation (other than by the Company of a wholly-owned Subsidiary's debts or a guarantee by a Subsidiary of the Company's debts or another Subsidiary's debts)obligation;
(fvi) lease lease, sublease, license or other agreement under which the Company or any Subsidiary it is lessee or sublessee or licensee of or holds holds, uses, occupies or operates any property, real or personal, owned by any other party, except for any lease of such agreement relating to real or personal property under which the aggregate annual rental payments do not exceed $25,000100,000;
(gvii) lease lease, sublease, license or other agreement under which the Company or any Subsidiary it is lessor or sublessor or licensor of or permits any third party to hold hold, use, occupy or operate any property, real or personal, owned or controlled by the Company or any Subsidiary;
(h) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves aggregate annual consideration it in excess of $25,000 except purchase orders from existing customers or to existing vendors, in either case in the ordinary course of business100,000;
(iviii) assignment, license, license or indemnification or agreement with respect to any intangible property (including, without limitation, any patent, trademark, trade name, copyright, know-how, trade secret or confidential information);
(jix) warranty agreement with respect to its services rendered or its products sold or leased;
(kx) agreement under which it has granted any Person any registration rights or similar rights (including piggyback rights)) or co-sale or similar rights in respect of any of its securities;
(lxi) contractsales, agreement distribution or other arrangement with any officer, director, employee or Affiliate, or any Affiliate franchise agreements involving amounts in excess of any officer, director or employee$100,000;
(mxii) agreement with a term of more than six months which is not terminable by it upon less than 30 days' notice without penalty involving amounts in excess of $100,000;
(xiii) contract or agreement prohibiting it or materially restricting it from freely engaging in any business or competing anywhere in the world;
(xiv) contract, agreement or other arrangement, including, without limitation, any stockholders or voting agreement, voting trust or similar arrangement with respect to any of its Interests with any officer, director, employee, or holder of Interests;
(xv) joint venture, partnership or similar agreement involving a sharing of profits or expenses; or
(nxvi) any other agreement which is material to its operations and business prospects or which involves a consideration in excess of $25,000 100,000 annually.
(b) True and complete copies of all written Material Agreements, and accurate and complete summaries of the material terms of all oral Material Agreements, have been made available to Hens▇▇ ▇▇ its counsel. Except as set forth on Item 4.16 of the CONTRACTS SCHEDULEDisclosure Schedule, or where the failure would not have a Material Adverse Effect on Crown, all of the contracts, agreements Material Agreements set forth on such Item 4.16 are in full force and instruments required to be listed thereon effect and are valid, binding and enforceable against Crown and each of its Subsidiaries in accordance with their respective terms, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law). Except as set forth on the CONTRACTS SCHEDULE, the Company Each of Crown and each of its Subsidiaries are not has performed all material obligations required to be performed by it under such Material Agreements and neither Crown nor any of its Subsidiaries is in default under or in breach of, nor is any of them in receipt of any claim of default or breach under, nor does any of them have knowledge of any event which, with the passing of time, the giving of notice, or both would constitute a breach or default under any such contract, agreement or instrumentMaterial Agreement to which it is subject which would reasonably be expected to have a Material Adverse Effect on Crown; no event has occurred which with the passage neither Crown nor any of time or the giving of notice or both would result in a default, breach or event of noncompliance under any such contract, agreement or instrument listed on the CONTRACTS SCHEDULE; none of the Company and its Subsidiaries has any present expectation or intention of not fully performing all such obligations; none of the Company and its Subsidiaries has any knowledge of any breach or anticipated breach by the other parties to any such contract or commitment; and none of the Company and its Subsidiaries Material Agreement to which it is a party to any contract or commitment the performance of which would be reasonably expected to have a Materially Material Adverse EffectEffect on Crown.
Appears in 1 contract