CONTRACTS, LEASES AND COMMITMENTS Clause Samples
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.
(b) The Company is not a party, nor is any of its assets or business subject, to any contract, lease or commitment not listed in SCHEDULE 2.13 (including, without limitation, purchase or sales commitments, financing or security agreements or guaranties, repurchase agreements, agency agreements, manufacturers representative agreements, commis sion 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), other than 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 $10,000 in any one year. The Company is not engaged in any material disputes with customers or suppliers. To the knowledge of the Company, no customer or supplier is con sidering termination, non-renewal or any adverse modification of its arrangements with the Company, and the Company has not received any notice that the transactions contemplated by this Agreement would have a material adverse effect on the Company's relationship with any of its suppliers or customers.
(c) The Company is not currently using the SiteServer Commerce Edition component, the e-mail component or the newsgroup component of the software covered by the Microsoft Commercial Internet System 2.X License Agreement, dated March 2, 1999 by and between Microsoft Corporation and MarketSource, as amended...
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".
(B) On the Closing Date, Insight shall have delivered to Purchaser a true and correct copy of each of the Subject Agreements within its possession and/or control, together with any and all amendments thereto.
(C) To the best of Insight's knowledge, each of the Subject Agreements is the valid, binding obligation of all parties thereto, enforceable (subject to the Enforceability Exceptions) in accordance with their respective terms and in full force and effect, except where the failure of any such subject agreement to so be in full force and effect is not reasonably anticipated to have a MAC Effect on the Business, the Center or NCA.
(D) To the best of Insight's knowledge, after due inquiry, there is no existing material breach of any of the terms of any of the Subject Agreements by Insight or any other party thereto, and no event has occurred which, with the lapse of time or the giving of notice to both, could constitute a material breach of any Subject Agreement by Insight or any other party thereto, Seller Parties or any other party thereto of any right, or accelerate any of their respective obligations, thereunder. Without limiting the generality of the foregoing, all rents and all other payments, of any kind or nature, payable pursuant to the terms of the Subject Agreements, have, as of the date hereof, been paid, in full.
(E) To the best of Insight's knowledge, after due inquiry, Insight has performed (or has caused NCA to perform) all of its (or NCA's, as the case may be) material obligations required to be performed by it under each of the Subject Agreements.
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
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.
(b) True, complete and correct copies of all written contracts, commitments, agreements, leases or arrangements, including any amendments, modifications and extensions thereof, which are material to the Business of Boardtown, including, without limitation, the Boardtown Contracts that have previously been made available to Tucows. Each of the Boardtown Contracts is in full force and effect and under any of the Boardtown Contracts, no default or event has occurred which, with notice or lapse of time or both, would constitute a default or an event of default on the part of Boardtown, or to the knowledge of Boardtown, on the part of any of the other parties thereto, except for such defaults which, both individually and in the aggregate, would not have a Material Adverse Effect on Boardtown.
(c) Boardtown is not a party to any contract, agreement or understanding which contains a “change in control”, “potential change in control” or similar provision and the consummation of the transactions contemplated by this Agreement will not (either alone or upon the occurrence of any additional acts or events) result in any payment (whether of severance pay or otherwise) becoming due from Boardtown to any person or result in the termination or right of termination of a party to the contract, agreement or understanding.
(d) Except for Liens set forth on the Disclosure Schedule, Boardtown owns all of its assets and property with good and marketable title thereto and free of all Liens (and for the purposes of this S. 2.12
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).
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.
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