Contracts, etc Clause Samples

Contracts, etc. To enter into, make and perform all such obligations, contracts, agreements and undertakings of every kind and description, with any Person or Persons, as the Trustees shall in their discretion deem expedient in the conduct of the business of the Trust, for such terms as they shall see fit, whether or not extending beyond the term of office of the Trustees, or beyond the possible expiration of the Trust; to amend, extend, release or cancel any such obligations, contracts, agreements or understandings; and to execute, acknowledge, deliver and record all written instruments which they may deem necessary or expedient in the exercise of their powers;

Contracts, etc. (a) Except for contracts, agreements, leases and commitments entered into in the ordinary course of business, or which have been filed as Tenke Securities Documents or as listed in Section 2.11 of the Tenke Disclosure Letter, as of the date hereof, no Tenke Group Member is a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $250,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Closing Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees on severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $50,000 per annum, excluding those which may be terminated without penalty on 90 days' notice or less; (vi) which contemplates payment on or as a result of a change of control of any Tenke Group Member (whether on termination of such agreement, on occurrence of any other event or circumstance, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any person not dealing at arm's length with Tenke or such Tenke Group Member; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other person or relating to commitments to purchase the assets of any other person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity; (xii) relating to the acquisition or disposition or lease of any business operations or real property; (xiii) limiting or restraining any Tenke Group Member from engaging in any activities or competing with any person; (xiv) concerning the lease of any machinery or equipment pursuant to which payments thereunder exceed $250,000 in the aggregate; (xv) which involves the use of a derivative, including any forward contracts or options; or (xvi) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportun...

Contracts, etc. Attached hereto as Schedule III is a statement of outstanding Indebtedness of the Company and its Subsidiaries for borrowed money in excess of $2,000,000 as of the date set forth therein, and a complete and correct list of all agreements, contracts, indentures, instruments, documents and amendments thereto to which the Company or any Subsidiary is a party or by which it is bound pursuant to which any such Indebtedness of the Company and its Subsidiaries is outstanding on the date hereof. Said Schedule III also includes a complete and correct list of all such Indebtedness of the Company and its Subsidiaries outstanding on the date indicated in respect of Guarantee Obligations in excess of $2,000,000 and letters of credit in excess of $2,000,000, and there have been no increases in such Indebtedness since said date other than as permitted by this Agreement.

Contracts, etc. (a) Set forth on Schedule 4.17 hereto is a complete and correct list of each of the following Contracts, government licenses and other instruments to which Evergreen is a party or by which Evergreen or its properties or assets are bound (reasonably expected to involve more than $25,000); (i) each service or other similar type of agreement under which services are provided by any other Person to Evergreen; (ii) each agreement that restricts the operation of the business of Evergreen as presently conducted and each agreement that restricts the ability of Evergreen to retain agents or distributors or to solicit customers or employees; (iii) each agreement with an Affiliated Person; (iv) each operating lease (as lessor, lessee, sublessor or sublessee) of any real property; (v) each operating lease (as lessor, lessee, sublessor or sublessee) of any tangible personal property or assets (except for leases calling for payment of less than $2,000 per year and having a term of less than one (1) year); (vi) each license (as licensor, licensee, sublicensor or sublicensee) of any patents, trademarks or other item of intellectual property described in Section 4.15; (vii) each agreement under which services are provided by Evergreen to any material customer; (viii) each written agreement for the purchase of supplies or product which calls for performance by Evergreen over a period of more than six (6) months or with respect to which there exists an aggregate future liability of Evergreen in excess of $25,000; (ix) each agreement under which any money has been or may be borrowed or loaned or any note, bond, indenture, or other evidence of indebtedness has been issued or assumed (other than those under which there remain no ongoing obligations of Evergreen), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business) that would have a Material Adverse Effect on Evergreen; (x) each mortgage, deed of trust, security agreement, purchase money agreement, conditional sales contract or capital lease (other than any mortgage, purchase money agreement, conditional sales contract or capital lease evidencing Liens solely on tangible personal property or assets under which there exists an aggregate future liability of Evergreen not in excess of $10,000 per mortgage, agreement, contract or lease); (xi) each partnership, joint venture or similar agree...

Contracts, etc. (a) Set forth in Section 2.20 of the Company Disclosure Schedule is a complete and correct list of each of the following agreements, leases and other instruments to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or their respective properties or assets are bound: (i) each service or other similar type of agreement under which services are provided by any other Person to the Company or any of its Subsidiaries which provides for a material change in the cost to the Company or its Subsidiaries of such services or the type thereof as a result of the transactions contemplated hereunder; (ii) each operating lease (as lessor, lessee, sublessor or sublessee) of any real or tangible personal property or assets that is material to the Company and its Subsidiaries taken as a whole which provides for a material change in the payments made or received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iii) each agreement under which services are provided by the Company or any of its Subsidiaries to any material customer which provides for a material decrease in the fees charged to such customer or a material increase in the type or kind of services to be provided by the Company or its Subsidiaries without a corresponding and appropriate increase in the payments to be received by the Company or its Subsidiaries, as the case may be, as a result of the transactions contemplated hereunder; (iv) any other material agreement, lease and other instrument to which the Company or any of its Subsidiaries are a party or by which they are bound, which provides for a material change in the terms thereof as a result of the transactions contemplated hereunder; (v) each agreement (including capital leases) under which any money has been or may be borrowed or loaned (other than loans to customers made in the ordinary course of business consistent with past practice) or any note, bond, indenture or other evidence of indebtedness (other than trade payables) has been issued or assumed (other than those under which there remain no ongoing obligations of the Company or any of its Subsidiaries), and each guaranty of any evidence of indebtedness or other obligation, or of the net worth, of any Person (other than endorsements for the purpose of collection in the ordinary course of business); and (vi) any agreement or other undertaking that restricts, in any material respect, the...

Contracts, etc. Exhibit 4.7 to the Company's Disclosure Schedule lists all of the Company's "Material Contracts," defined as all agreements to which the Company or any Company Subsidiary is a party or by which any of them is bound, and which, as of the date of this Agreement, (i) would be required to be filed as "material contracts" with the SEC pursuant to the Exchange Act, or (ii) under which the consequences of a default, nonrenewal or termination would have a material adverse effect on the Company (collectively, the "Material Contracts"). The Company has made the Material Contracts available to the Parent. Except as set forth in Exhibit 4.7 to the Company Disclosure Schedule, to the Company's knowledge: (a) All Material Contracts are (i) legally valid and binding in accordance with their terms, (ii) in full force and effect, and (iii) do not violate any federal, state or local law, rule, regulation or ordinance, and the Company has provided the Parent and the Subsidiary with copies of all such documents. All parties to the Material Contracts have complied with the provisions of the Material Contracts, except for such failures as do not, individually or in the aggregate, have a material adverse effect on the Company. No party is in default under any Material Contract, and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity of the Material Contract or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on the Company. As of the date hereof, the Company has not received any notice of termination or cancellation or a request to renegotiate any Material Contract. (b) No Material Contract will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on the Company. (c) The Company has not granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets (excluding liens described in Section 4.8) or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.

Contracts, etc. (a) Except as described in the Tartisan Public Documents, Tartisan is not a party to or bound by any Contract: (i) relating to capital expenditures or improvements in excess of $10,000 in the aggregate; (ii) by which title to any assets, rights or properties is retained by a third party as security for an obligation; (iii) which will be at the Effective Date secured by a lien upon any assets, rights or properties as security for an obligation; (iv) relating to the employment of any employees or the rights of employees on severance or termination; (v) relating to management, consulting or any other similar type of Contract which involves an amount exceeding $10,000 per annum, excluding those which may be terminated without penalty on three months’ notice or less; (vi) which contemplates payment on or as a result of a change of control of Tartisan (whether on termination of such agreement, on occurrence of any other event or circumstance, or after notice or lapse of time or otherwise); (vii) with any director or officer, former director or officer, shareholder or any person not dealing at arm’s length with Tartisan; (viii) with a bank or other financial institution relating to borrowed money; (ix) relating to the existence or creation or purchase or sale of any bonds, debentures, notes or long-term debts; (x) relating to outstanding letters of credit or constituting an agreement of guarantee or indemnification of the obligations or liabilities (contingent or otherwise) of any other person or relating to commitments to purchase the assets of any other person or to guarantee the price thereof; (xi) relating to the acquisition or disposition of any shares or securities of any entity; (xii) relating to the acquisition or disposition or lease of any business operations or real property; (xiii) limiting or restraining Tartisan from engaging in any activities or competing with any Person; (xiv) which involves the use of a derivative, including any forward contracts or options; (xv) relating to the existence or creation of any bona fide offer of an opportunity (including a joint venture opportunity) to any Person; or (xvi) which is otherwise material to Tartisan. (b) Tartisan and, to the knowledge of Tartisan, each of the other parties to any Contract to which Tartisan is a party is in compliance in all material respects with all covenants under each such Contract and no default has occurred which, with notice or lapse of time or both, would directly or indirectly c...

Contracts, etc. On the service of a notice of termination in accordance with this Agreement for any reason:

Contracts, etc. 23 3.9 No Legal Obstacle to Agreement............................ 23 3.10 Defaults.................................................. 23 3.11