Contracts, Leases and Other Agreements Sample Clauses

Contracts, Leases and Other Agreements. Seller has provided Buyer, or will provide Buyer in connection with Buyer’s due diligence, with true and accurate copies of all material leases, agreements, arrangements, deeds and other relevant material documents relating to the Assets that are in Seller’s possession.
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Contracts, Leases and Other Agreements. Seller shall, between Seller’s execution of this Agreement and the Closing Date, not enter into, amend or terminate any Licenses and Permits, Lease or Contract or waive any material rights of Seller thereunder, without in each case obtaining Buyer’s prior written consent thereto (which shall not be unreasonably withheld); provided, however, that Seller may enter into or terminate Contracts in the ordinary course of business and without Buyer’s prior written consent so long as such Contract does not by its terms provide for payments by Seller in excess of $10,000 over the term of the Contract with respect to any individual contract or $50,000 in the aggregate for all such contracts, none which shall have a total term in excess of ninety (90) calendar days, unless terminable upon thirty (30) calendar days notice without penalty or premium payment (the “Additional Contracts”). Prior to the Closing (but not later than five (5) business days following Seller’s entry into any Additional Contract), Seller shall provide true and accurate copies of the Additional Contracts, which Additional Contracts shall be assumed at the Closing in accordance with the terms of the Assignment and Assumption of Contracts.
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Contracts, Leases and Other Agreements. Except as set forth on Schedule 4.6, DDMS is not a party to any agreements, loans, contracts, leases, guarantees, letters of credit, lines of credit or commitments, whether written or oral (individually, a “Contract” or collectively, “Contracts”). DDMS has delivered to InfoLogix true and complete copies of each Contract listed on Schedule 4.6.
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Contracts, Leases and Other Agreements. Except for those contracts, -------------------------------------- agreements and instruments set forth on Schedule 5.10, this Agreement, the Senior Loan Agreement, the Subordination Agreement and the Asset Purchase Agreement and all documents executed in connection therewith (collectively, the "Contracts"), none of the Companies is a party to any (a) distributorship, sales representative, franchise, marketing, license or warranty agreement; (b) lease agreement concerning any real property or any material personal property; or (c) contract, lease, agreement, plan, arrangement, obligation or commitment (i) evidencing Indebtedness for money borrowed or any guarantee of such Indebtedness; (ii) relating to the subordination of any Indebtedness; (iii) involving aggregate payments, delivery or licensing by or to any of the Companies of money, goods or other assets or services other than inventory having, in each case, an aggregate value of more than $25,000; (iv) that would otherwise be considered a material contract; (v) that is a requirements or output contract; (vi) that is out of the ordinary course of business; or (vii) that is, or is reasonably likely to be, materially adverse to the Business or the properties or financial condition of any of the Companies. To the best knowledge and belief of the Company, all the Contracts are valid and in full force and effect, and no material breach or default, or event which, with notice or lapse of time or both, would constitute any such material breach or default by any of the Companies exists with respect thereto. Neither the Seller nor, to the Company's or Suncom's knowledge, any of the Companies has received any notice of cancellation or non-renewal of any of the Contracts. The Contracts are sufficient for, and constitute all contracts, agreements, leases, licenses and other commitments necessary for the conduct of the Business as conducted by the Seller and the Acquiring Group immediately prior to the Closing and as proposed to be conducted by the Companies after the Closing. Suncom will be the owner of all of the rights of the Seller under the contracts and agreements to be assigned to Suncom pursuant to the Asset Purchase Agreement. No Contracts nor any rights thereunder will be impaired by the consummation of the transactions contemplated by this Agreement, the Asset Purchase Agreement or the Stock Purchase Agreement. No Contract being entered into by Suncom to replace or in substitution for a contract of the S...
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Contracts, Leases and Other Agreements. All contracts and other agreements, including contracts, agreements, options, leases and subleases, easements, plans, licenses, commitments or binding arrangements of any nature whatsoever, express or implied, written or unwritten, and all amendments thereto, entered into by or binding upon Seller or to which any of its properties may be subject, other than those, if any, which constitute Excluded Assets or relate exclusively to the Excluded Assets.
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Related to Contracts, Leases and Other Agreements

  • Contracts and Other Agreements Property Manager shall maintain at the Records Office one original (or a copy, if no original is available) of all contracts, occupancy leases, lease abstracts, tenant income certifications, equipment leases, maintenance agreements and all other agreements relating to the Property.

  • Contracts and Other Instruments The board of directors may authorize any officer(s), agent(s) or employee(s) to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, or of any division thereof, subject to applicable law. Such authority may be general or confined to specific instances.

  • Agreements and Other Documents As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies (or summaries) of all of the following agreements or documents to which it is subject and each of which is listed in Schedule 5.17: supply agreements and purchase agreements not terminable by such Credit Party within sixty (60) days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $500,000 per annum; licenses and permits held by the Credit Parties, the absence of which could reasonably be expected to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

  • Conflicting Agreements and Other Matters Neither the Company nor any of its Subsidiaries is a party to any contract or agreement or subject to any charter or other corporate restriction which materially and adversely affects its business, property or assets, or financial condition. Neither the execution nor delivery of this Agreement or the Notes, nor the offering, issuance and sale of the Notes, nor fulfillment of nor compliance with the terms and provisions hereof and of the Notes will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or result in any violation of, or result in the creation of any Lien upon any of the properties or assets of the Company or any of its Subsidiaries pursuant to, the charter or by-laws of the Company or any of its Subsidiaries, any award of any arbitrator or any agreement (including any agreement with stockholders), instrument, order, judgment, decree, statute, law, rule or regulation to which the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is a party to, or otherwise subject to any provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary, any agreement relating thereto or any other contract or agreement (including its charter) which limits the amount of, or otherwise imposes restrictions on the incurring of, Indebtedness of the Company of the type to be evidenced by the Notes except as set forth in the agreements listed in Schedule 8G attached hereto.

  • Indebtedness and Other Contracts Except as disclosed in SCHEDULE 3(MM), neither the Company nor any of its Subsidiaries (i) has any outstanding Indebtedness (as defined below), (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument would result in a Material Adverse Effect, (iii) is in violation of any term of or in default under any contract, agreement or instrument relating to any Indebtedness, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company's officers, has or is expected to have a Material Adverse Effect. SCHEDULE 3(MM) provides a detailed description of the material terms of any such outstanding Indebtedness. For purposes of this Agreement: (x) "INDEBTEDNESS" of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services including (without limitation) “Capital Leases” in accordance with generally accepted accounting principles (other than trade payables entered into in the ordinary course of business), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with generally accepted accounting principles, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, charge, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; (y) "CONTINGENT OBLIGATION" means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; and (z) "PERSON" means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and a government or any department or agency thereof.

  • Contracts and Other Collateral The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  • Covenants and Other Agreements Purchaser shall have performed its covenants and agreements herein on or prior to the Closing Date in all material respects.

  • Compliance with Law and Other Agreements The Company shall maintain its business operations and property owned or used in connection therewith in compliance with (a) all applicable federal, state and local laws, regulations and ordinances governing such business operations and the use and ownership of such property, and (b) all agreements, licenses, franchises, indentures and mortgages to which the Company is a party or by which the Company or any of its properties is bound. Without limiting the foregoing, the Company shall pay all of its indebtedness promptly in accordance with the terms thereof.

  • Contracts and Other Commitments The Company does not have any contract, agreement, lease, commitment or proposed transaction, written or oral, absolute or contingent, other than (i) individual contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not, in the aggregate, involve more than $50,000, and do not extend for more than one (1) year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company's business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the acquisition or disposition of the Company's technology, shall not be considered to be contracts entered into in the ordinary course of business.

  • Equipment and Other Tangible Property The Company or one of its Subsidiaries owns and has good title to, and has the legal and beneficial ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible property reflected on the books of the Company and its Subsidiaries as owned by the Company or one of its Subsidiaries, free and clear of all Liens other than Permitted Liens. All material personal property and leased personal property assets of the Company and its Subsidiaries are structurally sound and in good operating condition and repair (ordinary wear and tear expected) and are suitable for their present use.

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