Contracts and Other Instruments. The REDOX Disclosure Letter contains a true and correct statement of the information required to be contained therein regarding material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to REDOX. REDOX has furnished to the Midnight Shareholders (i) the certificate of incorporation (or other charter document) and by-laws of REDOX and all amendments thereto, as presently in effect, and (ii) the following: (A) true and correct copies of all material contracts, agreements, and instruments referred to in the REDOX Disclosure Letter; (B) true and correct copies of all material leases and licenses referred to in the REDOX Disclosure Letter hereto; and (C) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in the REDOX Disclosure Letter. To the best of REDOX's knowledge, neither REDOX nor (to the knowledge of REDOX) any other party to any such material contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of REDOX's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its respective terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither REDOX nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. REDOX enjoys peaceful and undisturbed possession under all material leases and licenses under which it is operating. REDOX is not party to, or bound by, any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or (to the knowledge of REDOX) may in the future have a material adverse effect on the financial condition, resul...
Contracts and Other Instruments. The board of directors may authorize any officer(s), agent(s) or employee(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, or of any division thereof, subject to applicable law. Such authority may be general or confined to specific instances.
Contracts and Other Instruments. Universal Filtration has made available to Axxxx through the financial statements or otherwise in writing, all contracts, agreements, leases, instruments, licenses, arrangements or understandings with respect to Universal Filtration, listed on its financial statements and otherwise. Universal Filtration is not a party nor is it bound by any contract, agreement, instrument, lease, license, arrangement, or understanding which may, in the future, have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities or future prospects of Universal Filtration.
Contracts and Other Instruments. Attached as Schedule E is a true and complete list of all material contracts, insurance policies agreements and instruments not referred to in Schedules B, C, D, F or G. LGA has furnished to Xxxxx:
Contracts and Other Instruments. (a) The Customer Contracts delivered at Closing pursuant to 1.01(a)(5) are all of the Customer Contracts of the Engineering Division. Schedule 2.07(a) or the other schedules to this Agreement set forth a true and correct listing of all material contracts, other than Customer Contracts and contracts with subcontractors, to which any Seller is a party for the use or benefit of the Engineering Division, including material leases and licenses and all supply, distribution, agency, financing or other arrangements and understandings. Any of the foregoing not - 23 of 49 - disclosed on the other schedules to this Agreement are listed on Schedule 2.07(a). For purposes of this 2.07(a) only, "material contract" means a contract, including Customer Contracts, which provides for the provision or purchase of goods or services in excess of $20,000 per annum or requires performance by Seller for a period of more than twelve months. With respect to Customer Contracts, "material arrangement or understanding" includes any relationship between Seller and any customer or group of related customers, whether formalized by binding written contract or not, from which Sellers derived more than $50,000 in the twelve months preceding the Closing Date. Neither Sellers nor, to Sellers' knowledge, any other party to any material contract, agreement, instrument, lease, or license is now or is expected by Sellers as of Closing to be in the future in violation or breach of, or in default with respect to complying with, any material provision thereof, and to Sellers' knowledge, each such material contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except as disclosed on Schedule 2.07(a). Neither any Seller nor, to Sellers' knowledge, any other party to any material contract, arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such material contract, arrangement or understanding.
Contracts and Other Instruments. (a) Schedule 4.13 accurately and completely details all contracts, licenses, instruments, powers of attorney and agreements to which Proformix is a party, including but not limited to, all distribution agreements, purchase contracts, wholesale agreements, agency agreements; supply agreements; manufacturer agreements; price protection agreements; distributorship agreements; wholesale agreements; partnership agreements; dealership agreements; fiduciary agreements; license agreements; marketing agreements; commission agreements; sales agency agreements; bank credit agreements; factoring agreements; loan agreements; indentures; promissory notes; guarantees; undertakings; other evidences of indebtedness; letters of credit; joint venture agreements; agreements for the acquisition of, merger or combination with any other company, corporation or business signed within the last three years; employment agreements; labor agreements; salesmen commission agreements; independent contractor agreements; sales or purchase agreements for a term in excess of one year which have an aggregate sale or purchase price in excess of $5,000; contracts, agreements, arrangements, or understandings with any stockholder, any director, officer, or employee, any relatives or affiliate of any stockholder or of any such director, officer, or employee, or any other corporation or enterprise in which any stockholder, any such director, officer. or employee, or any such relative or affiliate who then had or now has a 5% or greater equity or voting or other substantial interest; government contracts; franchise agreements; management agreements; advisory agreements; consulting agreements; advertising agreements; construction agreements; warehousing agreements; engineering agreements; design agreements; major utility agreements and any other agreements which involve the payment of in excess of $10,000 prior to the date it can be terminated without penalty or premium; (all of which contracts, licenses, instruments, power of attorneys and agreements are hereinafter referred to collectively as the "Contracts").
Contracts and Other Instruments. The Seller Disclosure Letter contains a true and correct description of all material contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Seller taken as a whole. Seller has made available to Purchaser: (i) the certificate of incorporation and by-laws of Seller (or, in each case, the comparable charter documents, if any, under applicable law) and all amendments thereto, as presently in effect, certified by the Secretary thereof or an authorized signatory thereof and (ii) the following: (A) true and correct copies of all material contracts, agreements, and instruments referred to in the Seller Disclosure Letter; (B) true and correct copies of all material leases and licenses referred to in the Seller Disclosure Letter; and (C) true and correct written descriptions of all material supply, distribution, agency, financing, or other arrangements or understandings referred to in the Seller Disclosure Letter. Except as set forth in Section the Seller Disclosure Letter, Seller is not party to any employment agreement with any employee thereof. To the best of Seller's knowledge, none of Seller, or any other party to any such contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any term thereof, and each such material contract, agreement, instrument, lease, or license is in full force and is (to the best of Seller's knowledge in the case of third parties) the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms. Each such material supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; none of Seller or any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. Seller enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Seller is party to, or bound by, any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to an...
Contracts and Other Instruments. Schedule 4.1(g) accurately and completely sets forth the information required to be contained therein regarding all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to the Seller and each Subsidiary, identifying whether the matter disclosed therein relates to the Seller or to a Subsidiary named therein. The Seller has furnished to the Purchaser (i) the certificate of incorporation (or other charter or organizational document) and by-laws (or other governing document) of the Seller and each Subsidiary and all amendments thereto, as currently in effect, and (ii) the following: (a) true and correct copies of all contracts, agreements, and instruments referred to in Schedule 4.1(g); and (ii) true and correct copies of all leases and licenses referred to in Schedule 4.1(g). Neither the Seller, any Subsidiary, nor (to the Knowledge of the Seller) any other party to any such contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof; each such contract, agreement, instrument, lease, or license that is material to the business of the Seller is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms; and each such contract, agreement, instrument, lease or license that is not material to the business of the Seller is, to the Knowledge of the Seller, in full force and effect and is the legal, valid, and binding obligation of the parties thereto and (subject to applicable bankruptcy, insolvency, and other laws affecting the enforceability of creditors' rights generally) is enforceable as to them in accordance with its terms. Each such financing or other arrangement or understanding is to the Knowledge of the Seller a valid and continuing arrangement or understanding; neither the Seller, any Subsidiary, nor any other party to any such arrangement or understanding has given notice of termination or to the Knowledge of the Seller taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. Each of the Seller and each of ...
Contracts and Other Instruments. 3.9.1 Except as set forth in SCHEDULE 3.9.1 attached hereto, there has not occurred any material default under any Contract on the part of Seller or, to the knowledge of Seller, on the part of the other parties thereto, and no event has occurred which, with the giving of notice or the lapse of time, or both, would constitute any default under any Contract. Except as set forth in SCHEDULE 3.6 attached hereto, no consent of any party to any Contract is required in order to permit the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby, or the sale, transfer or delivery of the Acquisition Assets or the assumption of the liabilities to be assumed by Buyer under Section 2.3, nor will the execution, delivery or performance of this Agreement, the consummation of the transactions contemplated hereby or the sale, transfer and delivery of the Acquisition Assets or the assumption of the liabilities to be assumed by Buyer, result in a material breach of any of the terms and provisions of, or constitute a default under, or conflict with, or result in a modification of, any Contract of Seller, except for such breaches, defaults, conflicts or modifications that would not in the aggregate reasonably be expected to have a Material Adverse Effect.
Contracts and Other Instruments. Schedule 3.07 accurately and completely sets forth all contracts, agreements, instruments, leases, licenses, arrangements, or understandings with respect to Classic. Seller has furnished to the Purchaser (a) the certificate of incorporation or formation (or other charter document) and by-laws of Classic and all amendments thereto, as presently in effect and (b) the following: (i) true and correct copies of all contracts, agreements, and instruments referred to in Schedule 3.07; (ii) true and correct copies of all leases and licenses referred to in Schedule 3.06 or Schedule 3.08; and (iii) true and correct written descriptions of all supply, distribution, agency, financing, or other arrangements or understandings referred to in Schedule 3.07. Neither Classic nor, to the knowledge of any Seller or Classic, any other party to any such contract, agreement, instrument, lease, or license is now or expects in the future to be in violation or breach of, or in default with respect to complying with, any material term thereof, and each such contract, agreement, instrument, lease, or license is in full force and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. Each such supply, distribution, agency, financing, or other arrangement or understanding is a valid and continuing arrangement or understanding; neither any Seller or Classic, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way. Classic enjoys peaceful and undisturbed possession under all leases and licenses under which it is operating. Classic is not party to or bound by any contract, agreement, instrument, lease, license, arrangement, or understanding, or subject to any charter or other restriction, which has had or, to the knowledge of any Seller, or Classic, may in the future have a material adverse effect on the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Classic or the Purchaser. Classic has not engaged within the last five years in, is not engaging in, and does not intend to engage in any transaction with, and has not had within the last five years, does not now have, and does not intend to have any cont...
