Contracts and Licenses Sample Clauses

Contracts and Licenses. Except for the permitted encumbrances, Seller is not bound or affected by any of the following that relate to the Business or the Assets: (i) loan agreement, mortgage, deed of trust, or other security agreement, which will not be satisfied prior to the Closing; (ii) guaranty or indemnification agreement; (iii) contract to purchase or sell the Assets; (iv) franchise, distributorship, or other similar agreement; (v) lease of real or personal property; (vi) non-competition covenant; (vii) option or right of first refusal; or (viii) any other agreement or commitment that would have a material adverse effect on the use and operation of the Assets or the Business. True and complete copies of all written Contracts and Licenses, and accurate written descriptions of all oral Contracts and Licenses, have been provided to Purchaser. There are no existing material defaults with respect to the Contracts, Licenses and Intellectual Property. 5.5
Contracts and Licenses. (a) Brite shall use its best efforts to obtain all necessary consents, waivers, authorizations and approvals of all persons, firms or corporations required in connection with the execution, delivery and performance by Brite and the Company of this Agreement
Contracts and Licenses. To the extent related to the Business, all rights and benefits under all contracts, governmental approvals, and other documents, commitments, arrangements, undertakings, or authorizations, including the contracts set forth in Schedule 1.1(d) (collectively, the “Transferred Contracts”);
Contracts and Licenses. (a) Section 3.25(a) of the Disclosure Schedule contains a true and complete list of each of the Business Contracts, Business Licenses, Real Property Leases and Personal Property Leases (true and complete copies or, if none, reasonably complete and accurate written descriptions) of which, together with all amendments and supplements thereto and all waivers of any terms thereof, have been delivered to Purchaser prior to the execution of this Agreement (other than employee offer letters).
Contracts and Licenses. All rights of Seller under the following Contracts:
Contracts and Licenses. (a) Corporation has no material contracts, licenses and agreements to which Corporation is a party (i) with respect to Corporation Intellectual Property licensed or transferred to any third party; or (ii) pursuant to which a third party has licensed or transferred any Intellectual Property to Corporation, with a potential value or cost in excess of $10,000 (collectively, "Material Contracts").
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Contracts and Licenses. (a) Property Owner Subsidiary’s interest in the Property is not subject to any outstanding agreement of sale, purchase option, right of first refusal (except for the Penn ROFO) or any other right or use, and there are no Persons in possession of the Property other than the GSA-IRS under the GSA-IRS Lease and Persons claiming through or under the GSA-IRS. Section 4.10(a) of the Disclosure Schedule sets forth a true and complete list of each Contract (other than any Organizational Document, Transaction Document, Existing CTL Financing Document, the MPO Leases or other agreement contemplated to be delivered in connection with the Closing) to which any Target Company Group Member is a party, or by which it or any of its assets is otherwise bound (collectively, “Relevant Target Company Group Contracts”). The Seller Parties have Made Available to Purchaser true, complete and accurate copies of each Relevant Target Company Group Contract. No Target Company Group Member is in breach or default of any Relevant Target Company Group Contract and, to the Knowledge of Seller, no other party thereto is in breach or default of any Relevant Target Company Group Contract, and, provided the Target Company Consents are obtained and/or filed on or before the Closing Date, no event has occurred which, with due notice or lapse of time or both, would constitute such a default. No Seller Group Member has received any written notice of any breach or default (which is outstanding) of, or termination of, any Relevant Target Company Group Contract. Each Relevant Target Company Group Contract is in full force and effect. Except for the existing property management agreement for the Property, there are no Relevant Target Company Group Contracts between a Target Company Group Member and Brandywine Realty Trust or any of its Affiliates. Except as set forth in Section 4.10(a)(1) of the Disclosure Schedule, no Target Company Group Member will have any liability to Seller or any Affiliate of Seller after Closing under any Relevant Target Company Group Contract.
Contracts and Licenses. 28 4.18. Supplemental Disclosure . . . . . . . . . . . . . . . . . . . 29 4.19. HSR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 4.20.
Contracts and Licenses. Notwithstanding anything contained in this Agreement to the contrary, each Borrower expressly agrees that, to the extent required by the L/C Agreement, it shall remain liable under each of its Contractual Obligations and each of its Licenses to observe and perform all the conditions and obligations to be observed and performed by it thereunder and that it shall perform all of its duties and obligations thereunder, all in accordance with and pursuant to the terms and provisions of each such Contractual Obligation or License. Neither Investment Manager nor the L/C Guarantors shall have any obligation or liability under any Contractual Obligations or License by reason of or arising out of this Agreement or the granting to Investment Manager of a lien therein or the receipt by Investment Manager or the L/C Guarantors of any payment relating to any Contractual Obligation or License pursuant hereto, nor shall Investment Manager or the L/C Guarantors be required or obligated in any manner to perform or fulfill any of the obligations of any Borrower under or pursuant to any Contractual Obligation or License, or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any Contractual Obligation or License, or to present or file any claim, or to take any action to collect or enforce any performance or the payment of any amounts which may have been assigned to it or to which it may be entitled at any time or times.
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