CONTRACTS, COMMITMENTS, ETC Sample Clauses

CONTRACTS, COMMITMENTS, ETC. SCHEDULE 3.11 sets forth a complete list of each: (a) partnership, joint venture or cost-sharing agreement; (b) guaranty or suretyship, indemnification or contribution agreement or performance bond; (c) instrument, agreement or other obligation evidencing or relating to indebtedness of the Company or to money lent or to be lent to another Person; (d) agreement to purchase, sell or lease real or personal property; (e) agreement for the acquisition or disposition of services or property involving more than $20,000 in the aggregate; (f) agreement containing any noncompetition agreement or covenant; and (g) other agreement or commitment not made in the ordinary course of business to which the Company is a party or by which any of its assets or properties are bound and which presently remains executory in whole or in any part (the "MATERIAL AGREEMENTS"). True, correct and complete copies of all written documents with respect to Material Agreements, and true, correct and complete written descriptions of all oral agreements that are Material Agreements, have heretofore been delivered or made available to Buyer. There are no existing or asserted defaults, events of default or events, occurrences, acts or omissions that, with the giving of notice or lapse of time or both, would constitute defaults or events of default under any of the Material Agreements by the Company or, to the best knowledge of the Company, any other party thereto. No penalties have been incurred, nor are amendments pending, with respect to the Material Agreements. The Material Agreements are in full force and effect and are valid and enforceable obligations of the Company, and the other parties thereto in accordance with their respective terms, and no defenses, off-sets or counterclaims have been asserted or may be made by any party thereto (other than by the Company), nor has the Company, waived any rights thereunder.

CONTRACTS, COMMITMENTS, ETC. 5.1 No member of the ICI Group is in default in any material respect under any Material Contract nor, so far as the Warrantor is aware, are there any circumstances likely to give rise to any such default. So far as the Warrantor is aware, no party with whom any member of the ICI Group has entered into any of the Material Contracts is in default under it and, so far as the Warrantor is aware, there are no circumstances likely to give rise to such a default. 5.2 There is no Material Contract outstanding in relation to the Business: Back to Contents (a) which was entered into other than in the ordinary course of business; (b) in respect of which any material liability, obligation or commitment on the part of any member of the ICI Group is incapable of performance in accordance with its terms within twelve months of it being entered into; (c) which is or may become terminable as a result of the sale of the Business, the Business Assets or the Shares as contemplated by the terms of this Agreement or which includes any provision in respect of a change of control or management of the Business or any of the Business Assets; (d) which requires either party to give in excess of 180 days’ notice to effect its termination; (e) in respect of which any consent is required or any notice has to be given or other action taken as a result of the entering into or implementation of this Agreement; (f) under which the goods or services are to be sold or supplied to, or purchased or taken from, or provided by, any person on a sole or exclusive basis; (g) under which any member of the ICI Group (other than the Companies) acts or is to act as sales agent, distributor or franchisee or in any substantially similar capacity; (h) the performance of which is guaranteed or otherwise by a member of the ICI Group; or (i) which is a contract of guarantee, indemnity or suretyship. 5.3 The Warrantor is not aware of the invalidity of or any grounds for rescission, avoidance or repudiation of any Material Contract and has received no notice of any intention to terminate any Material Contract.

CONTRACTS, COMMITMENTS, ETC. Public Company has made available to VFCT: (a) All contracts, agreements, plans or other arrangements applicable to employees, officers, or directors of Public Company, including compensation, bonus, stock option, stock purchase, medical, disability, group life or other insurance plans and any other remuneration or fringe benefit arrangements. (b) All material contracts, agreements, leases, mortgages, and commitments to which Public Company is a party or may be bound; or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments. (c) All contracts, agreements, leases, mortgages, and commitments, whether or not material, to which Public Company is a party or may be bound and which require the consent or approval of third parties to the execution and delivery of this Agreement or to the consummation or performance of any of the transactions contemplated thereby or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments. (d) All deeds, leases, contracts, agreements, mortgages, and commitments, whether or not material, to which Public Company is a party or may be bound and which relate to land, buildings, fixtures, or other real property. (e) All federal, state, and local tax returns, including any amended returns, filed by Public Company for the year 2005, a copy of the calculation of the tax provision made by Public Company for the year 2006 and the interim period ended March 31, 2006, as recorded on its books and records, and a copy of all substantive correspondence or other documents or agreements received from or entered into with the Internal Revenue Service (the "IRS") or any other taxing authority since March 31, 2006, or that would have continuing effect after the Effective Date.

CONTRACTS, COMMITMENTS, ETC. If there are any, SKDI (a) All contracts, agreements, plans or other arrangements applicable to employees, officers, or directors of SKDI, including compensation, bonus, stock option, stock purchase, medical, disability, group life or other insurance plans, and any other remuneration or fringe benefit arrangements. (b) All material contracts, agreements, leases, mortgages, and commitments to which SKDI is a party or may be bound; or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments. (c) All contracts, agreements, leases, mortgages, and commitments, whether or not material, to which SKDI is a party or may be bound and which require the consent or approval of third parties to the execution and delivery of this Agreement or to the consummation or performance of any of the transactions contemplated thereby or, if any of the same be oral, true, accurate, and complete written summaries of all such oral contracts, agreements, leases, mortgages, and commitments. (d) All deeds, leases, contracts, agreements, mortgages, and commitments, whether or not material, to which SKDI is a party or may be bound and which relate to land, buildings, fixtures, or other real property. (e) All federal, state, and local tax returns, including any amended returns, filed by SKDI.

CONTRACTS, COMMITMENTS, ETC. Except as set forth in SCHEDULE 2.15 and except for the Declarations of Trust of each of the Trusts, neither the Company nor AFG ▇▇▇▇ is, as of the date of this Agreement, a party to or bound by any contracts or agreements with third parties.

CONTRACTS, COMMITMENTS, ETC. 6.1 So far as ICI is aware, no member of the ICI Group or any of the Companies has received written notice in the 12 months prior to the date of this Agreement, that it is in default in any material respect under any Material Contract to which it is a party and which would entitle the other party thereto to exercise a right of termination under such agreement. 6.2 There is no such Material Contract outstanding in relation to the Worldwide Business: (a) which was entered into other than in the ordinary course of business; (b) which was entered into other than by way of bargain at arm’s length; (c) which by virtue of the Transaction Documents is likely to result in: (i) any other party being relieved of any material obligation or becoming entitled to exercise any material right (including any right of termination or any right of pre-emption); or (ii) any Business Seller or Company being in material default under any such contract; or (d) which establishes any joint venture, consortium, partnership or profit (or loss) sharing arrangement or agreement other than in relation to the Joint Venture Company. 6.3 All material details of all Material Contracts are contained in the Data Room. 6.4 The Scottish Grant has been fully drawn down, and all conditions of the grant have been complied with in all material respects.

CONTRACTS, COMMITMENTS, ETC. Material contracts 10.1 No Target Company is a party to or bound by any written or oral: (a) contract which relates to matters not within the ordinary course of business of that Target Company or constitutes a commercial transaction or arrangement deviant from the usual pattern for that member or is not entirely or arms’ length terms; (b) contract or group of related contracts with the same party or group of affiliated parties the performance of which involves consideration or cost in the aggregate in excess of €500,000, other than purchase and sales orders incurred in the ordinary course of business; or (c) contract or agreement prohibiting it from freely engaging in any business or competing anywhere in the world.

CONTRACTS, COMMITMENTS, ETC