CONTRACTS, LEASES AND COMMITMENTS Sample Clauses

CONTRACTS, LEASES AND COMMITMENTS. (A) The Operating Contracts, Customer Contracts, Equipment Leases and Center Agreements are sometimes hereinafter collectively referred to as the "Subject Agreements".
Sample 1
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CONTRACTS, LEASES AND COMMITMENTS. The Company has furnished to Buyer true copies of all material contracts, leases, agreements and commitments to which the Company is a party or by which it or its assets are bound or which otherwise relate to the Business, which contracts, leases and commitments are listed in Schedule 4.15, including summaries of the terms of any unwritten commitments. (For purposes of this Section 4.15, a contract, lease, agreement or commitment is "material" if it obligates or could obligate any party thereto to pay to another party thereto consideration valued in the aggregate at more than $5,000 in any one year.) Except as set forth in Schedule : (1) the Company and the other parties thereto, have complied in all material respects with all of the Company's contracts, leases, and commitments, all of which are valid and enforceable; (2) all of the Company's contracts, leases, and commitments are in full force and effect and there exists no event or condition which with or without notice or lapse of time would be a default thereunder, give rise to a right to accelerate or terminate any provision thereof, or give rise to any lien, claim, encumbrance, or restriction on any of the assets or properties of the Company; (3) all of the Company's contracts, leases, and commitments have been entered into on an arm's-length basis; and (4) none of the Company's purchase commitments is in excess of the normal requirements of its business or at an excessive price. Except for purchase orders or sales orders or invoices made, taken, or received by the Company in the ordinary course of its business consistent with past practice, the Company is not a party, nor are any of its assets or the Business subject, to any contract, lease, or commitment not listed in such Schedule (including, without limitation, financing or security agreements or guaranties, repurchase agreements, agency agreements, manufacturers' representative agreements, commission agreements, employment, or collective bargaining agreements, pension, bonus, or profit-sharing agreements, group insurance, medical or other fringe benefit plans, and leases of real or personal property).
Sample 1
CONTRACTS, LEASES AND COMMITMENTS. The Seller has famished to the Purchaser true and complete copies of the contracts, leases, and commitments listed in Schedule 1.2(i), including summaries of the terms of any unwritten contracts, leases, or commitments. Except as set forth in the Disclosure Schedule: (1) the Seller and, to the best of the knowledge of the Seller, the other parties thereto, have complied in all material respects with such contracts, leases, and commitments, all of which are valid and enforceable and, to the best of the knowledge of the Seller, will not be adversely affected by this acquisition or the transfer in connection therewith to the Purchaser; (2) such contracts, leases, and commitments are in full force and effect and there exists no breach by the Seller thereof which with or without notice or lapse of time would be a default thereunder, give rise to a right to accelerate or terminate any provision thereof, or give rise to any lien, claim, encumbrance, or restriction on any of the assets or properties of the Seller; and (3) all of such contracts, leases, and commitments have been entered into on an arm's-length basis, and none materially adversely affects the Business. The Seller is not a party, nor are any of its assets relative to the Business subject, to any contract, lease, or commitment not listed in Schedule 1.2(i) and 4.16 (including, without limitation, open purchase or sales commitments, financing or security agreements or guaranties, repurchase agreements, agency agreements, manufacturers representative agreements, commission agreements, employment or collective bargaining agreements, pension, bonus, or profitsharing agreements, group insurance, medical: or other fringe benefit plans, and leases of real or personal property), other than (i) contracts terminable without penalty on not more than 30 days' notice that do not involve, individually or in the aggregate, the receipt or expenditure of more than $5,000 in any one year, (ii) purchase orders or commitments of the Seller entered into in the ordinary course of business that individually do not involve more than $5,000 or that are cancelable, or (iii) sales commitments of the Seller entered into in the ordinary course of business that individually do not involve more than $5,000 or for which there is no liability for nonshipment. If any of the contracts listed in Schedule 1.2(i) should provide for expiration or be subject to termination before the Closing, the. Seller shall use its
Sample 1
CONTRACTS, LEASES AND COMMITMENTS. (a) The Disclosure Schedule sets forth all (i) employment, severance, compensation, consulting and indemnification agreements (“Employment Agreements”) between Boardtown and its present or former employees, officers, directors and consultants (or former employees, officers, directors and consultants to the extent there remain at the date hereof obligations to be performed by Boardtown), (ii) agreements which provide for aggregate future payments by or to Boardtown of more than five thousand dollars (US$5,000) which are not terminable by Boardtown on less than sixty (60) or fewer days’ notice without penalty, (iii) agreements containing covenants limiting the freedom of Boardtown to compete with any person in any line of Business or in any area or territory, (iv) leases with respect to real property, and (v) material Obligations, to which Boardtown is a party (collectively, the “Boardtown Contracts”). Boardtown does not own any real property.
Sample 1
CONTRACTS, LEASES AND COMMITMENTS. The Seller and the Subsidiary has furnished to the Purchaser true and complete copies the Sellers' Contracts, including summaries of the terms of any material and binding unwritten contracts, leases, or commitments. Except as set forth in Section 4.10 of the Disclosure Schedule: (a) the Seller and the Subsidiary, as the case may be, has complied in all material respects with such Sellers' Contracts, all of which are valid and enforceable and will not be adversely affected by this acquisition or the transfer in connection therewith to the Purchaser; and (b) such Sellers' Contracts are in full force and effect
Sample 1
CONTRACTS, LEASES AND COMMITMENTS. (a) The Company has furnished to iTurf true and complete copies of the material contracts, leases and commitments listed in SCHEDULE 2.13 hereto, including summaries of the terms of any unwritten commitments. Except as set forth in SCHEDULE 2.13, (i) the Company, and to the knowledge of the Company, the other parties thereto, have complied in all material respects with such contracts, leases and commit ments, all of which are valid and enforceable; (ii) such contracts, leases and commitments are in full force and effect and there exists no event or condition which with or without notice or lapse of time would be a default thereunder, give rise to a right to accelerate or terminate any provision thereof or give rise to any Lien on any of the assets or properties of the Company; and (iii) all of such contracts, leases and commitments have been entered into on an arm's-length basis and in the ordinary course of business, and none is materially burdensome to the Company's business.
Sample 1
CONTRACTS, LEASES AND COMMITMENTS. (a) The Company has furnished to iTurf true and complete copies of the material contracts, leases and commitments listed in SCHEDULE 2.13 hereto, including summaries of the terms of any unwritten commitments. Except as set forth in SCHEDULE 2.13, (i) the Company, and to the knowledge of the Company, the other parties thereto, have complied in all material respects with such contracts, leases and commitments, all of which are valid and enforceable except as may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditor's rights generally and general principles of equity (regardless of whether enforceability is considered a proceeding at law or in equity); (ii) such contracts, leases and commitments are in full force and effect and there exists no event or condition which with or without notice or lapse of time would be a default thereunder, give rise to a right in favor of a third party or, to the Company's knowledge, in favor of the Company to accelerate or terminate any provision thereof or give rise to any Lien on any of the assets or properties of the Company; and (iii) all of such contracts, leases and commitments have been entered into on an arm's-length basis and in the ordinary course of business.
Sample 1
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CONTRACTS, LEASES AND COMMITMENTS. Seller has caused the Company to furnish to Purchaser true and complete copies of all contracts, leases, agreements, licenses and commitments to which the Company is a party or by which any of its assets or properties are bound or are subject and which are
Sample 1
CONTRACTS, LEASES AND COMMITMENTS. Sellers have caused the Company to furnish to Purchaser true and complete copies of all contracts, leases, agreements, licenses and commitments to which the Company is a party or by which any of its assets or properties are bound or are subject and which are material to the operation of the Company's business or any of its stores, all of which are listed in Schedule 5.9 hereto, including summaries of the terms of any unwritten commitments (collectively, the "Contracts"). Except as set forth in Schedule 5.9, the Contracts are valid and enforceable, in full force and effect and there exists no event or condition which does, or that with the giving of notice or the passage of time, or both, would, constitute a material default under or give rise to a right to accelerate or terminate any provision thereof, or give rise to any Lien or restriction on any of the assets or properties of the Company. The Company has not assigned or otherwise transferred any interest in or any of its rights or benefits accruing from any of the Contracts.
Sample 1

Related to CONTRACTS, LEASES AND COMMITMENTS

  • Contracts and Commitments (a) Schedule 2.16 attached hereto contains a true, complete and correct list and description of the following contracts and agreements, whether written or oral (collectively, the "Contracts"):

  • Material Contracts and Commitments Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.

  • Leases and Contracts Schedule 8(f) is a list of all Leases and Contracts relating to the Facility to which Seller is a party or by which Seller may be bound. Seller has made or will promptly make available to Buyer true, complete and accurate copies of all Leases and Contracts including, without limitation, any modifications thereto. All of the Leases and Contracts are in full force and effect without claim of material default there under, and, except as may be set forth on Schedule 8(f).

  • Contracts and Commitments; No Default (a) Except as set forth in the Company Disclosure Schedule, the Company is not a party to, nor are any of the Assets bound by, any written or oral:

  • Commitments and Contracts (1) The Company has Previously Disclosed or provided to the Investor or its representatives, prior to the date hereof, true, correct, and complete copies of each of the following to which the Company or any Company Subsidiary is a party or subject (whether written or oral, express or implied) (each, a “Company Significant Agreement”):

  • Agreements, Contracts and Commitments Neither Company nor any of its subsidiaries is a party to or is bound by:

  • Agreements and Commitments Seller has delivered to or made available for inspection by Buyer a list (Schedule 3.19 of the Seller Disclosure Letter) of all commitments, contracts, leases, and agreements, written or oral, which materially affect the Hospital Facilities, the Purchased Assets, or the operation thereof, to which Seller is a party or by which Seller, the Hospital Facilities, the Purchased Assets, or any portion thereof is bound, and which involve future payments, performance of services or delivery of goods to or by Seller in an amount or value in excess of Fifty Thousand Dollars ($50,000) on an annual basis, to the extent such commitments, contracts, leases and agreements are or are proposed to be Contracts to be assigned to be Assumed Contracts, including, without limitation, (a) Physician Employment Agreements, (b) agreements with health maintenance organizations, preferred provider organizations, or other alternative delivery systems, (c) joint venture or partnership agreements, (d) employment contracts or any other contracts, agreements, or commitments to or with individual employees or agents, (e) contracts or commitments materially affecting ownership of, title to, use of or any interest in real estate including any tenant leases, (f) equipment leases, (g) equipment maintenance agreements, (h) agreements with municipalities, (i) collective bargaining agreements or other contracts or commitments to or with any labor unions, labor organizations, or other employee representatives or groups of employees, (j) loan agreements, mortgages, liens, or other security agreements, (k) patent licensing agreements or any other agreements, licenses, or commitments with respect to patents, patent applications, trademarks, trade names, service marks, technical assistance, copyrights, or other like terms affecting the Hospital Facilities or the Purchased Assets, (l) contracts or commitments providing for payments based in any manner on the revenues or profits of the Hospital Facilities or the Purchased Assets, (m) agreements, licenses, or commitments relating to data processing programs, software, or source codes utilized in connection with the Hospital Facilities or the Purchased Assets, (n) contracts or commitments, whether in the ordinary course of business or not, which restrain, in any manner, the operations of the Hospital Facilities (including, but not limited to, noncompetition agreements), and (o) contracts or commitments, whether in the ordinary course of business or not, which involve future payments, performance of services or delivery of goods or material, to or by Seller.

  • Material Contracts; Leases; Defaults (a) Except as set forth on Fox Chase Disclosure Schedule 4.8(a), neither Fox Chase nor any Fox Chase Subsidiary is a party to or subject to: (i) any employment, consulting or severance contract or material arrangement with any past or present officer, director or employee of Fox Chase or any Fox Chase Subsidiary, except for “at will” arrangements; (ii) any plan, arrangement or contract providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or similar material arrangements for or with any past or present officers, directors or employees of Fox Chase or any Fox Chase Subsidiary; (iii) any collective bargaining agreement with any labor Univest relating to employees of Fox Chase or any Fox Chase Subsidiary; (iv) any agreement which by its terms limits the payment of dividends by Fox Chase or any Fox Chase Subsidiary; (v) any instrument evidencing or related to indebtedness for borrowed money in excess of $100,000 whether directly or indirectly, by way of purchase money obligation, conditional sale, lease purchase, guaranty or otherwise, in respect of which Fox Chase or any Fox Chase Subsidiary is an obligor to any person, which instrument evidences or relates to indebtedness other than deposits, repurchase agreements, FHLB advances, bankers’ acceptances, and “treasury tax and loan” accounts and transactions in “federal funds” in each case established in the ordinary course of business consistent with past practice, or which contains financial covenants or other restrictions (other than those relating to the payment of principal and interest when due) that would be applicable on or after the Closing Date to any Person; (vi) any other agreement, written or oral, that obligates Fox Chase or any Fox Chase Subsidiary for the payment of more than $25,000 annually or for the payment of more than $50,000 over its remaining term, which is not terminable without cause on 60 days’ or less notice without penalty or payment (other than agreements for commercially available “off-the-shelf” software), or (vii) any agreement (other than this Agreement), contract, arrangement, commitment or understanding (whether written or oral) that restricts or limits in any material way the conduct of business by Fox Chase or any Fox Chase Subsidiary (it being understood that any non-compete or similar provision shall be deemed material, but any limitation on the scope of any license granted under any such agreement shall not be deemed material).

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Approval of Leases, Contracts, Etc In fulfilling its duties to Owner, Manager may and hereby is authorized to enter into any leases, contracts or agreements on behalf of Owner in the ordinary course of the management, operation, maintenance and leasing of the Property.

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