Contracts and Documents Sample Clauses

Contracts and Documents. The Company shall have delivered to the Purchaser the contracts, agreements, purchase orders and other documents evidencing the ownership and rights to the Assets described in Exhibit A attached herein.
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Contracts and Documents. Seller shall not, without Xxxxx’s approval, not to be unreasonably withheld or delayed enter into any material agreement of any type affecting the Property that would be binding upon Buyer and survive the Closing Date.
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Contracts and Documents. Seller shall not, without prior notice to Buyer (a) amend or waive any right under any Service Contract, Preliminary Document or Additional Document, or (b) enter into any agreement of any type affecting the Property that would survive the Closing Date. Buyer shall have five business days to object to or approve any proposed action or agreement by Seller described in this Section 7.2 and Buyer shall be deemed to have approved unless Buyer gives disapproval notice within such five-day period.
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Contracts and Documents. The approval of each Founder shall be required for the following matters:
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Contracts and Documents. Seller shall not enter into or modify any agreement of any type affecting the operation or use of any portion of the Property that would survive the Closing Date as an obligation of Buyer or as an encumbrance on any portion of the Property.
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Contracts and Documents diligently pursue any remedies available to it for any breach of, or in respect of any claim in relation to, any UK Contract or Document;
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Contracts and Documents. Any reference in this Agreement to a law, a regulation, a contract or a document shall be a reference to such law, regulation, contract or document as amended from time to time (and including after the date of this Agreement), unless the contrary is expressly indicated or anyway required by the context. Definitions: In this Agreement, the following capitalised terms shall have the following meanings:
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Contracts and Documents. All contracts, instruments, and documents ----------------------- requiring the signature of the Company shall be executed solely by the Managing Member in the name of the Company only. The Managing Member may, by appropriate resolution of its board of directors, designate and authorize one or more specified directors, officers or employees of the Managing Member or the Company to execute documents on its behalf in its capacity as the Managing Member. Any document executed in the manner set forth in this Section 5.10, as to persons ------------ dealing with the Company, shall be conclusively deemed to be binding upon the Company. The Members acknowledge and agree that any person doing business with the Company may rely solely on the authority of the Managing Member, and that no consent of any other Members will be required to effect any transaction by the Company within the scope of the Managing Member's authority as provided in this Agreement.
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Contracts and Documents. For purposes of this Agreement, “Contracts” means all agreements, contracts and commitments relating to the Business to which Seller is a party or by which any of the Acquired Assets is bound. Schedule 4.14 sets forth a complete list of all Contracts relating to the Business, whether oral or written, to which Seller is a party. Each contract is a valid and binding agreement of Seller entered into in the ordinary course of business, enforceable in accordance with its respective terms, subject to bankruptcy, insolvency moratorium, reorganization, fraudulent transfer and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity regardless of whether enforcement is sought in proceedings in equity or at law, and in full force and effect. Seller is not in default under any such Contracts and, to the best of Seller’s knowledge, there have not been asserted, either by or against Seller under any of such Contracts, any notice of default, set-off or claim of default. Schedule 4.14 shall be updated as of the Closing, but any matters that would be changed or added thereto shall first be discussed with Purchaser and shall be subject to Purchaser’s consent, not to be unreasonably withheld or delayed.
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Related to Contracts and Documents

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Contracts and Leases (a) Schedule 4.12(a) lists each written contract, license, agreement, or personal property lease which is material to the business or operations of the Purchased Assets, other than any contract, license, agreement or personal property lease which is listed or described on another Schedule, or which is expected to expire or terminate prior to the Closing Date, or which provides for annual payments by Seller after the date hereof of less than $250,000 or payments by Seller after the date hereof of less than $1,000,000 in the aggregate.

  • Agreements and Documents Parent shall have received the following agreements and documents, each of which shall be in full force and effect:

  • Property Contracts Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser; however, operating expenses shall be prorated under Section 5.4.2.

  • Further Acts and Documents Each party must promptly do all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that party) required by law or reasonably requested by another party to give effect to this agreement.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Certain Contracts and Arrangements Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by:

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • Assigned Contracts The Debtor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its material rights and remedies thereunder. Without limiting the generality of the foregoing, the Debtor shall take all action reasonably necessary or appropriate, as determined solely by the Debtor, to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under the Assigned Contracts. The Debtor shall notify the Secured Party in writing, promptly after the Debtor becomes aware thereof, of any event or fact which could give rise to a claim by it for indemnification under any of the material Assigned Contracts, and shall diligently pursue, as it deems appropriate, such right and report to the Secured Party on all further developments with respect thereto. The Debtor shall remit directly to the Secured Party for application to the Obligations in such order as the Secured Party shall determine, all amounts received by the Debtor as indemnification or otherwise pursuant to its Assigned Contracts. If the Debtor shall fail after the Secured Party's demand to pursue diligently any right under the material Assigned Contracts, or an Event of Default then exists, the Secured Party may directly enforce such right in its own or the Debtor's name and may enter into such settlements or other agreements with respect thereto as the Secured Party, shall determine. In any suit, proceeding or action brought by the Secured Party under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Debtor shall indemnify, defend and hold the Secured Party harmless from and against all expense (including without limitation Attorney Costs), loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Debtor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Debtor to or in favor of such obligor or its successors. All obligations of the Debtor under an Assigned Contract shall be and remain enforceable only against the Debtor and shall not be enforceable against the Secured Party. Notwithstanding any provision hereof to the contrary, the Debtor shall at all times remain liable to observe and perform all of its material duties and obligations under the Assigned Contracts, and the Secured Party's exercise of any of its rights with respect to the Collateral shall not release the Debtor from any of such duties and obligations. The Secured Party shall not be obligated to perform or fulfill the Debtor's duties or obligations under the Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

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