Contracts and Other Agreements. Property Manager shall maintain at the Records Office one original (or a copy, if no original is available) of all contracts, occupancy leases, lease abstracts, tenant income certifications, equipment leases, maintenance agreements and all other agreements relating to the Property.
Contracts and Other Agreements. Schedule 3.6 sets forth all written agreements (and, to the best knowledge of the Seller, any oral agreement) and arrangements that materially affect the operations of the Business or which are binding upon any of the Assets (collectively, the "Material Agreements").
Contracts and Other Agreements. (a) Except as set forth on Section 3.11(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act) required to be filed as an exhibit to the Company SEC Reports prior to the date of this Agreement (a “Material Contract”) that has not been so filed. Except Material Contracts that have expired or terminated by their terms, each Material Contract required to be filed as an exhibit to (i) the Company’s Annual Report on Form 10-K filed on February 3, 2010 and (ii) any Company SEC Report filed after February 3, 2010, is valid, in full force and effect and binding upon the Company or the applicable Company Subsidiary, and to the knowledge of the Company, binding upon the other parties thereto in accordance with its terms (except to the extent enforceability may be limited by the effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally and the effect of general principles of equity, regardless of whether such enforceability is considered in a proceeding at Law or in equity), the Company and the Company Subsidiaries are not in default under any Material Contract, except for defaults which individually or in the aggregate would not reasonably be expected to result in termination of a Material Contract or result in a material liability, have performed in all material respects their respective covenants thereunder, and to the knowledge of the Company, no other party to any such Material Contract is in default thereunder, nor to the knowledge of the Company does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate would not reasonably be expected to result in termination of a Material Contract or result in a material liability for the Company. Except as set forth on Section 3.11(a) of the Company Disclosure Schedule, none of the execution, delivery, or performance of this Agreement, or the commencement or consummation of Offer, the Merger, or the other transactions contemplated by this Agreement, shall (i) constitute a default under or give rise to rights to any party under any Material Contract or (ii) create obligations for, or alter the obligations of, the Comp...
Contracts and Other Agreements. Schedule 3.23 sets forth all of the following contracts and other agreements to which the Company is a party or by or to which it or its assets or properties are bound or subject: (i) contracts and other agreements with any current or former officer, director, shareholder or other affiliate or with any other current employee or consultant or with an entity in which any of the foregoing is a controlling person; (ii) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market any of the Company Products (as defined in Section 3.29); (iv) contracts and other agreements with any person for the development, creation or manufacture of any of the Company Products; (v) contracts and other agreements for the sale of any of its assets other than in the ordinary course of business or for the grant to any person of any option or preferential rights to purchase any of its assets; (vi) joint venture agreements; (vii) contracts and other agreements under which it agrees to indemnify any party or to share tax liability of any party; (viii) material contracts and other material agreements which cannot be canceled without liability, premium or penalty upon ninety (90) days notice or less notice; (ix) contracts and other agreements with customers, distributors or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (x) contracts and other agreements containing covenants of the Company not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with the Company in any line of business or in any geographical area; (xi) contracts and other agreements relating to the acquisition by the Company of any operating business or the capital stock of any other person; (xii) contracts and other agreements requiring the payment to any person of an override or similar commission or fee; (xiii) contracts and other agreements relating to the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to which the purchase price payable to the Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars ($150,000); (xvii) any other contracts and other agreements in excess...
Contracts and Other Agreements. 6 3.7. Real Estate...................................................... 7 3.8. Disclosure....................................................... 7 3.9. Survival......................................................... 7
Contracts and Other Agreements. Section 3.12 of the Disclosure Schedule sets forth a list of the following contracts and other agreements to which the Company is a party or by or to which any of its assets, properties or securities are bound or subject (each, a "Material Contract"):
Contracts and Other Agreements. (a) Section 4.16 of the Company Disclosure Schedule sets forth as of the date of this Agreement each contract and other agreement as described below (whether or not in writing) which is currently in effect (unless indicated otherwise below) to which the Company is a party or by or to which its assets or properties are bound:
Contracts and Other Agreements. (a) Section 3.13(a) of the Seller Disclosure Schedule sets forth a true and complete list of all of the following Contracts to which a Target Entity is a party or by which any of its assets, properties or rights is bound (each such contract of the following types, whether or not listed in Section 3.13(a) of the Seller Disclosure Schedule, a “Material Contract”) other than Reinsurance Contracts:
Contracts and Other Agreements. (a) (i) Except as set forth on Section 3.11(a) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is a party to or bound by, and neither they nor their properties are subject to, any contract or other agreement required to be disclosed in a Form 10-K, Form 10-Q or Form 8-K of the SEC which is not disclosed in the Company 10-K, the Company 10-Qs or a Form 8-K filed by the Company prior to the date of this Agreement. All of such contracts and other agreements are valid, subsisting, in full force and effect, binding upon the Company or the applicable Company Subsidiary, and, to the knowledge of the Company, binding upon the other parties thereto in accordance with their terms, and the Company and the Company Subsidiaries have paid in full or accrued all amounts now due from them thereunder, and have satisfied in full or provided for all of their liabilities and obligations thereunder which are presently required to be satisfied or provided for and are not in default under any of them, except for defaults which individually or in the aggregate would not reasonably be expected to result in termination of an agreement or result in a material liability, nor, to the knowledge of the Company, is any other party to any such contract or other agreement in default thereunder, except for defaults which individually or in the aggregate would not reasonably be expected to result in termination of an agreement or result in a material liability, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except for defaults which individually or in the aggregate would not reasonably be expected to result in termination of an agreement or result in a material liability. True and complete copies of all of the contracts and other agreements referred to in this Section 3.11 have been provided to Parent.
Contracts and Other Agreements. (a) Contracts and other agreements, whether written or binding oral (“Contracts”) described in this subsection, to which the Company is a party or by or to which it or any of its assets or properties are bound or subject as of the date of this Agreement are referred to herein collectively as “Material Contracts”: (i) All Contracts with Top Customers; (ii) agreements with any current or former Securityholder (including, to the Knowledge of the Company, any of their respective Affiliates) or any Employee or individual independent contractor of the Company or to the Knowledge of the Company, with any entity in which any of the foregoing is an officer, director or five percent (5%) or greater Securityholder and pursuant to which the Company or such other party has current or future obligations or liabilities, excluding salary and bonuses of Employees; (iii) contracts and other agreements pursuant to which the Company or the other party thereto has current or future obligations or liabilities in excess of $75,000 in any fiscal year and that are required to be disclosed on Schedule 2.24; (iv) contracts and other agreements with any labor union, works council or association representing any Employee; (v) contracts and other agreements for the procurement by the Company (including by purchase or license) of software, materials, supplies, equipment, merchandise or services, for an amount in excess of $100,000 per annum; (vi) Licenses In or Licenses Out that involve recurring subscription or license payments/revenues in excess of $100,000 per annum; (vii) contracts and other agreements for the exclusive license of any of the assets or properties of the Company or for the grant to any person of any option, right of first refusal (other than with respect to Company Stock), or preferential or similar right to purchase any of such assets or properties, including contracts containing any Most Favored Customer Provision; (viii) strategic partnership, alliance, joint development and joint marketing agreements, and joint venture agreements; (ix) contracts and other agreements that obligate the Company to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (x) contracts and other agreements with customers, suppliers, partners or collaborators for the sharing of fees, the rebating of charges or other similar arrangements (except for customer contracts containi...
