Contracts, Leases, Agreements and Other Commitments. The --------------------------------------------------- Company is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety agreement, or other commitment except for the following (collectively, the "Corporation Agreements"):
Contracts, Leases, Agreements and Other Commitments. (i) All of the Company Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against the Corporation and against the other respective parties thereto, in accordance with their respective terms. The Corporation and all other parties to all of the Company Agreements have performed all obligations required to be performed to date under the Company Agreements and neither the Corporation nor any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder or otherwise result in any payment obligations on the part of the Corporation not reserved for in the books of the Corporation. Except as set forth in Schedule 4(o)(i), the execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Company Agreement. None of the terms or provisions of any Company Agreement adversely affects, or with the passage of time may reasonably be anticipated to adversely affect, the business, prospects, conditions, affairs or operations of the Corporation or any of its properties or assets. The Corporation has not received any notice of any intention by any party to terminate or amend any Company Agreement.
Contracts, Leases, Agreements and Other Commitments. Except for the PGS Agreements (as described in Section 3.1(q)) and equipment and furniture leases entered into the ordinary course of business, Schedule 3.1(l) lists each legally binding lease, agreement, contract, or commitment or other legally binding contractual right or obligation (whether written or oral) involving a maximum possible expenditure or obligation on the part of the Company to expend more than $10,000 separately or more than $25,000 in the aggregate (collectively, the "Company Material Contracts"). The Company Material Contracts constitute all of the material agreements and instruments that are necessary and desirable to operate the business as currently conducted by the Company. True, correct and complete copies of each Company Material Contract described and listed on Schedule 3.1(l) have been made available to Parent. The term "Company Material Contract" excludes purchase orders entered into in the ordinary course for personal or inventory which may be returned to the vendor without penalty. All of the Company Material Contracts are valid, binding and enforceable against the respective parties thereto in accordance with their respective terms. Neither the Company, and, to the best of its Knowledge, nor any other party, is in default or in arrears under the terms thereof, and, to the Knowledge of the Company, no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default thereunder by the Company. The consummation of this Agreement and the Merger will not result in an impairment or termination of any of the rights of the Company under any Company Material Contract.
Contracts, Leases, Agreements and Other Commitments. (i) All of the Remedium Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against Remedium or the Remedium Subsidiaries, as the case may be, and against the other respective parties thereto, in accordance with their respective terms. Remedium, the Remedium Subsidiaries and, to the knowledge of the Stockholders, all other parties to all of the Remedium Agreements have performed all obligations required to be performed to date under the Remedium Agreements and none of Remedium, the Remedium Subsidiaries or, to the knowledge of the Stockholders, any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by Remedium or the Remedium Subsidiaries thereunder or otherwise result in any payment obligations on the part of Remedium or the Remedium Subsidiaries not reserved for in the books of Remedium or the Remedium Subsidiaries. Except as set forth on Schedule 5(l), the execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Remedium Agreement. Neither Remedium nor the Remedium Subsidiaries have received any written notice of any intention by any party to terminate or amend any Remedium Agreement.
Contracts, Leases, Agreements and Other Commitments. (i) All of the Covalent Agreements (as hereinafter defined) are in full force and effect and are valid, binding and enforceable against Covalent or the Covalent Subsidiaries, as the case may be, and against the other respective parties thereto, in accordance with their respective terms. Covalent, the Covalent Subsidiaries and, to the knowledge of Covalent, all other parties to all of the Covalent Agreements have performed all obligations required to be performed to date under the Covalent Agreements and none of Covalent, the Covalent Subsidiaries or, to the knowledge of Covalent, any such other party is in default or in arrears under the terms thereof, and no condition exists or event has occurred which, with the giving of notice or lapse of time or both, would constitute a default by Covalent or the Covalent Subsidiaries thereunder or otherwise result in any payment obligations on the part of Covalent or the Covalent Subsidiaries not reserved for in the books of Covalent or the Covalent Subsidiaries. The execution of this Agreement and the consummation of the transactions contemplated hereby do not and will not, with or without the giving of notice, the lapse of time, or both, result in an impairment or termination of, or result in a breach of any of the terms or provisions of, or constitute a default under, or conflict with, any Covalent Agreement. Neither Covalent nor the Covalent Subsidiaries have received any written notice of any intention by any party to terminate or amend any Covalent Agreement.
Contracts, Leases, Agreements and Other Commitments. (a) Except as otherwise disclosed on Schedule 3.2.11 (or on another Schedule to this Agreement), Company is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety arrangement, instrument or other commitment, including but not limited to any contract or agreement for the purchase or sale of goods or for the rendition of services, including, but not by way of limitation, (i) employment-related agreements, (ii) agreements restricting in any manner Company’s right to compete, (iii) agreements restricting Company’s right to purchase, develop, manufacture, sell or distribute any product, (iv) the right of any other person to compete with Company, (v) the ability of Company to employ or hire; (vi) secrecy or confidentiality agreements entered into outside the ordinary course of business; (vii) requirements contracts; (viii) loan or credit agreements, guaranty agreements, pledge agreements, notes, security agreements, mortgages, debentures, indentures, factoring agreements or letters of credit; or (ix) any contract, agreement or arrangement containing a change of control provision.
Contracts, Leases, Agreements and Other Commitments. Seller --------------------------------------------------- is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety agreement, or other commitment except for the following (collectively, the "Corporation Agreements"):
Contracts, Leases, Agreements and Other Commitments. Except as ----------------- described on Schedule 3.5 and, as to the Founder, limited to the best of the ------------ Founder's knowledge, the Company is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety arrangement, or other commitment, in excess of $50,000 including, but not limited to, any contract or agreement for the purchase or sale of merchandise or for the rendition of services, but excluding any purchase orders to the Company.
Contracts, Leases, Agreements and Other Commitments. The Seller is not a party to nor is it bound by any written or oral contract, agreement, lease, power of attorney, guaranty, surety arrangement or other commitment, including, but not limited to, any contract or agreement for the purchase or sale of merchandise or for programming or software of the Seller or for the rendition of services, except for the Material Contracts listed on the Contract Schedules and the Non-Material Contracts (subject to the $25,000 limitation provided in Section 1.1.3) and the Seller has provided to the Buyer or its representatives complete and correct copies of all written Material Contracts and all amendments, modifications, extensions and renewals thereof and written summaries of all oral Material Contracts. No change in any term or provision of any Contract will occur as a result of the acquisition of the Assets by the Buyer or the assignment by the Seller of such Contract to the Buyer.
Contracts, Leases, Agreements and Other Commitments. (i) Seller is not a party to or bound by any written, oral or implied contract, agreement, lease, power of attorney, guaranty, surety arrangement, or other commitment including, but not limited, to any contract or agreement for the purchase or sale of merchandise or for the rendition of services, pursuant to which Seller is obligated to pay, or provide services valued at, or is entitled to receive, amounts in excess of $50,000, except for the agreements listed on Schedule 6(n) (the "Seller Agreements").
