Contracts; No Defaults. (a) Schedule 2.17(a) contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of: (i) Each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000; (ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000; (iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000; (iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year); (v) Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment; (vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person; (viii) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person; (ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (x) Each power of attorney that is currently effective and outstanding; (xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages; (xii) Each Applicable Contract for capital expenditures in excess of $10,000; (xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and (xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. (b) Except as set forth in Schedule 2.17(b): (i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and (ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery. (c) Except as set forth in Schedule 2.17(c): (i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and (ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate. (d) Except as set forth in Schedule 2.17(d): (i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound; (ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract; (iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and (iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract. (e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation. (f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Morton Industrial Group Inc)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,00015,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,00015,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,00015,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 15,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods and sales commission arrangements for employees;
(x) Each each power of attorney granted by the Company that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.or
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered to Buyer or its counsel true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales sale agreements having a value per item or aggregate payments of less than $10,000 and 100,000 or with terms of less than one (1) year);
(viv) Each other than (A) the License Agreement between Oy Uponor AB and Vinidex Tubemakers PTY Limited dated 1991, (B) the Memorandum of Agreement between Corma Inc. and Uponor B.V. dated as of January 1, 1992, (C) License between Uponor BV and Scepter Manufacturing Company Limited, Inc. of ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ dated September 6, 1988, and (D) License between Uponor BV and Camron Inc., ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ dated March 30, 1990, each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other PersonPerson (other than another Acquired Company or the Seller);
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) Each power of attorney that is currently effective and outstanding;
(xi) Each each material Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xiix) Each each Applicable Contract for capital expenditures in excess of $10,00025,000;
(xiiixi) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xivxii) Each each material amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(iPart 3.17(b) None of the Sellers Disclosure Letter, Seller has or may not acquired and shall not acquire any rights under, and none of the Sellers Seller has or may not and shall not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoveryApplicable Contract.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and and, to the Acquired Companies' Knowledge, enforceable in accordance with its terms; and
(ii) No Contract identified , except as such enforceability may be limited by bankruptcy, insolvency or required similar laws and equitable principles relating to be identified or affecting the rights of creditors generally from time to time in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operateeffect.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each each Acquired Company is, is and at all times since December 31, 1992, has been, been in full material compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each to the Acquired Companies' Knowledge, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, is and at all times since December 31, 1992, has been, been in full material compliance with all applicable terms and requirements of such Contract;
(iii) No except for this Agreement and the transactions contemplated hereby, to the Acquired Companies' Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or or, to the Acquired Companies' Knowledge, received from any other Person, at Person any time since December 31, 1992, any written notice or other written communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any ContractContract involving obligations to or by any Acquired Company in excess of $25,000.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiationPerson.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aSection 3.16(a) of the Operating Company/Members Disclosure Letter contains a complete and accurate list, and Sellers the Members have delivered to Buyer Publico true and complete copies, of:
(i) Each Applicable Contract that involves performance of services each licensing agreement or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000other contract with respect to software (collectively, the “Software Licenses”);
(ii) Each Applicable Contract each contract with respect to the providing of consulting services by Operating Company or any of its employees or agents, or by any of the Members (collectively, the “Consulting Contracts”);
(iii) [Reserved];
(iv) each contract that involves performance of services or delivery of goods or materials to any Acquired Operating Company of an amount or value in excess of $50,00010,000;
(iiiv) Each Applicable Contract each contract (other than the Software Licenses and the Consulting Contracts) that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of any Acquired Operating Company in excess of $50,00010,000;
(ivvi) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract contracts affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(vvii) Each each licensing agreement or other Applicable Contract contract (other than the Software Licenses) with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProperty;
(viviii) Each each collective bargaining agreement and other Applicable Contract contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viiix) Each each joint venture, partnership, and other Applicable Contract contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Operating Company with any other Personperson;
(viiix) Each Applicable Contract each contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of Operating Company or any of its affiliates or limit the freedom of Operating Company or any Acquired Company of its affiliates to engage in any line of business or to compete with any Personperson;
(ixxi) Each Applicable Contract each contract providing for payments to or by any Person person based on sales, purchases, or profits, other than direct payments for goods;
(xxii) Each each power of attorney executed by a Member affecting or related to its or his position as a Member that is currently effective and outstanding;
(xixiii) Each Applicable Contract each contract entered into other than in the Ordinary Course ordinary course of Business business that contains or provides for an express undertaking by any Acquired Operating Company to be responsible for consequential damages;
(xiixiv) Each Applicable Contract each contract for capital expenditures in excess of $10,000;
(xiiixv) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Operating Company other than in the Ordinary Course ordinary course of Businessbusiness; and
(xivxvi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Agreement and Plan of Exchange (Milk Bottle Cards Inc.)
Contracts; No Defaults. (a) Schedule 2.17(a) contains a complete and accurate listPart 3.17 of the Disclosure Letter lists, and Sellers have Seller has delivered to Buyer true and complete copies, copies of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of Ten Thousand dollars ($50,00010,000);
(ii) Each each Applicable Contract that involves performance of services or sales by, or delivery of goods or materials to any to, an Acquired Company of an amount or value in excess of Ten Thousand dollars ($50,00010,000);
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000Business;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, contractor agreement, service or sale agreement and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or in personal property requiring annual payment in excess of Twenty-Five Thousand Dollars (except personal property leases $25,000) or any Real Property, of an Acquired Company, including all assignments, amendments and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)modifications thereof;
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, suppliers or contractors regarding the appropriation or the non-disclosure nondisclosure of any of any of the Intellectual Property AssetsAcquired Company's intellectual property;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any an Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of an Acquired Company or limit the freedom of any an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney made by an Acquired Company that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any an Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of Ten Thousand Dollars ($10,000);
(xiii) Each written each warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any an Acquired Company other than in the Ordinary Course of BusinessCompany; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None of the Sellers Seller has or may not nor will he acquire any rights under, and none of the Sellers Seller has or may not nor will he become subject to any obligation or liability under, any material Contract that relates to the business of, or any of the assets owned or used by, any an Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any an Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any an Acquired Company, or (B) assign to any an Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Applicable Contract identified or required to be identified of the Acquired Companies listed in Schedule 2.17(aPart 3.17(c) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified . Seller has disclosed all material oral or required written contracts with contractors, subcontractors or suppliers with which any Acquired Company does business, and such Acquired Company is not in default of any such Contracts. All Contracts directly applicable to be identified such Acquired Company's business and necessary for the continued conduct of such Acquired Company's business after the Closing in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary substantially the same manner as conducted prior to the Closing are in the industries in which name of the Acquired Companies operateand not in the name of Seller or any other Person instead of the Acquired Companies.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each each Acquired Company is, and at all times since December 31, 199231,1999, has been, in full material compliance with all applicable terms and requirements of each material Contract under which such the Acquired Company has or had any obligation or liability or by which such the Acquired Company or any of the assets owned or sued used by such the Acquired Company is or was bound;
(ii) Each to the Knowledge of Seller and each Acquired Company, each other Person that has or had any obligation or liability under any Contract under which an any Acquired Company has or had any rights is, and at all times since December 31, 19921999, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No to the Knowledge of Seller and each Acquired Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31, 19921999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation Knowledge of Seller and each Acquired Company, no such Person has made written any demand for such renegotiation.
(f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
(g) Part 3.17(g) of the Disclosure Letter sets forth an accurate and complete list of all Real Property leases, subleases, licenses and use agreements (collectively, the "Real Estate Leases") pursuant to which Seller and/or an Acquired Company is a party, which Exhibit specifies for each such Real Estate Lease (i) the type of agreement and parties thereto (e.g., lease, sublease, license or use agreement), (ii) the address and store number of the Real Property affected thereby, (iii) the term commencement, expiration and rent commencement dates, (iv) the rent payable, (v) the terms of any renewal, expansion or purchase option, or offer or first refusal rights, (vi) the terms of any cancellation or termination rights (other than for default, casualty or condemnation), and (vii) any security deposit and guaranty.
(h) The Real Estate Leases are legally valid, binding and enforceable in accordance with their respective terms and are in full force and effect; (ii) there are no defaults by Seller or any Acquired Company or, to the Knowledge of Seller and each Acquired Company, any other party to the Real Estate Leases; (iii) neither Seller nor any of the Acquired Companies has received notice of any default, offset, counterclaim or defense under any of the Real Estate Leases nor, to the Knowledge of Seller and each Acquired Company, has a default been threatened; (iv) no condition or event has occurred that with the passage of time or the giving of notice or both would constitute a default or breach by Seller or an Acquired Company of the material terms of any of the Real Estate Leases; and (v) all allowances, work-letters and other amounts payable by Seller and each Acquired Company under the Real Estate Leases (other than the rent) have been paid in full and all work to be performed by Seller or any Acquired Company under the Real Estate Leases has been completed. The consummation of the Contemplated Transactions does not require the consent of any party under the Real Estate Leases.
Appears in 1 contract
Contracts; No Defaults. (aSchedule 3.1(m) Schedule 2.17(a) contains sets forth a complete and accurate list, and Sellers have Seller has delivered to Buyer(or will deliver to Buyer as promptly as practicable after the execution of this Agreement) or Buyer has had an opportunity to review true and complete copies, of:
(i) Each each Applicable Contract that involves future performance of services or delivery of goods or materials by any Acquired Company Seller of an amount or value in excess of $50,00010,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves future expenditures or receipts of any Acquired Company Seller in excess of $50,00010,000;
(iviii) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)property;
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual propertyIntellectual Property Assets, including agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAssets and the form of Employment Agreement previously delivered to Buyer that is used for Seller’s current and former employees;
(viv) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company Seller with any other Person;
(viiivi) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of Seller or any Affiliate of Seller or limit the freedom of Seller or any Acquired Company Affiliate of Seller to engage in any line of business or to compete with any Person;
(ixvii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than (i) direct payments for goods, or (ii) any plan for the payment of bonuses to Employees of Seller;
(xviii) Each each power of attorney that is currently effective and outstanding;
(xiix) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for future capital expenditures in excess of $10,00010,000 individually or $50,000 in the aggregate;
(xiiix) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance the Applicable Contracts extended by any Acquired Company Seller other than in the Ordinary Course of Business; and
(xivxi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) . Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under3.1(m), and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each each Contract identified or required to be identified in Schedule 2.17(a3.1(m) is in full force and effect and effect. Seller is valid and enforceable in accordance not a party to any collective bargaining agreement or any other Contract to or with its terms; and
(ii) No Contract identified any labor union or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) other employee representative of a group of employees. Except as set forth in Schedule 2.17(d):
3.1(m), (i) Each Acquired Company Seller is, and at all times since December 31, 1992, the Baseline Balance Sheet Date has been, in full material compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
listed on Schedule 3.1(m); (ii) Each to Seller’s Knowledge, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company Seller has or had any rights is, and at all times since December 31, 1992, the Baseline Balance Sheet Date has been, in full material compliance with all applicable terms and requirements of such Contract;
(iii. Each of the Employees listed on Schedule 3.1(p) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in executed a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into confidentiality agreement substantially in the Ordinary Course of Business form attached to Schedule 3.1(m). Schedule 3.1(m) also lists each employment agreement between the Employees listed on Schedule 3.1(p) and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementSeller.
Appears in 1 contract
Sources: Asset Purchase Agreement (Aros Corp)
Contracts; No Defaults. (a) Parent has no Applicable Contracts.
(b) Section 3.17(b) of the Disclosure Schedule 2.17(a) contains a complete and accurate list, and Sellers have the Company has delivered to Buyer true and complete copies, of:
(i) Each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company it of an amount or value in excess of $50,00025,000;
(iiiii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company by it in excess of $50,00025,000;
(iviii) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 25,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict its (or any Acquired Company's of its Affiliates’) business activity or limit the its (or any of its Affiliates’) freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) Each each power of attorney that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xiixi) Each each Applicable Contract for capital expenditures in excess of $10,00025,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(bc) Except as set forth in Schedule 2.17(b):
Neither Majority Owner (inor any Related Person of Majority Owners) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become Majority Owners are not subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and.
(iid) To the Knowledge of Sellers and the Acquired Companies, no No officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(ie) Each Contract identified or required to be identified in Section 3.17(b) of the Disclosure Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(df) Except as set forth in Schedule 2.17(d):Section 3.17(f) of the Disclosure Schedule:
(i) Each Acquired the Company is, and at all times since December 31January 1, 1992, 2005 has been, in full compliance in all material respects with all applicable terms and requirements of each Contract under which such Acquired Company it has or had any obligation or liability or by which such Acquired Company it or any of the assets owned or sued used by such Acquired Company it is or was bound;
(ii) Each to the Knowledge of Majority Owners, Parent and the Company, each other Person that has or had any obligation or liability under any Contract under which an Acquired and the Company has or had any rights is, and at all times since December 31January 1, 1992, 2005 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or or, to the Knowledge of Majority Owners, Parent and the Company, other Person Person, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31January 1, 19922005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(eg) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation Knowledge of Majority Owners, Parent and the Company, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) Part 3.14 of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer Biomune true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company or for Rockwood of an amount or value in excess of $50,000100,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company Rockwood of an amount or value in excess of $50,000100,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company Rockwood in excess of $50,000100,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 100,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company Rockwood with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of Rockwood or any Affiliate of Rockwood or limit the freedom of Rockwood or any Acquired Company Affiliate of Rockwood to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney of Rockwood that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Rockwood to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures expenditures, by Rockwood in excess of $10,000100,000;
(xiii) Each each written warranty, guaranty, and/or and /or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of BusinessRockwood; and
(xiv) Each each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired CompaniesDisclosure Letter, no officer, director, or to the Knowledge of Sellers, any agent, critical employee, consultant, or contractor Representative of any Acquired Company Rockwood is bound by any Contract that purports to limit the ability of such officer, director, agent, critical employee, consultant, or contractor Representative to (A) engage in or continue any conduct, activity, or practice relating to the business Business of any Acquired CompanyRockwood, or (B) assign to any Acquired Company Rockwood or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each the Disclosure Letter, to the Knowledge of Sellers, each Applicable Contract identified or required to be identified in Schedule 2.17(a) Part 3.14 of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):the Disclosure Letter:
(i) Each Acquired Company Rockwood is, and at all times since December 31September 30, 1992, 1996 has been, in full compliance with all applicable material terms and requirements of each Applicable Contract under which such Acquired Company Rockwood has or has had any material obligation or liability or by which such Acquired Company Rockwood or any of the assets owned or sued used by such Acquired Company is or was Rockwood are bound;
(ii) Each to the Knowledge of Sellers, each other Person that has or had any obligation or liability under any Applicable Contract under which an Acquired Company Rockwood has or has had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable material terms and requirements of such Applicable Contract;
(iii) No to the Knowledge of Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give any Acquired Company Rockwood or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company Rockwood has not given to or received from any other Person, at any time since December 31, 19921996 any written notice or, any notice or to the Knowledge of Sellers, other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material Material amounts paid or payable to any Acquired Company Rockwood under current or completed Applicable Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Applicable Contracts relating to the sale, design, manufacture, sale or provision of products or services by the Acquired Companies Rockwood have been entered into in the Ordinary Course of Business and and, to the Knowledge of Sellers, have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in material violation of any Legal Requirement.
Appears in 1 contract
Sources: Securities Purchase Agreement (Biomune Systems Inc)
Contracts; No Defaults. (a) Schedule 2.17(a5.17(a) contains a complete list of Contracts of Sellers and accurate listIP Sellers used by the Businesses in the following categories, and Sellers have delivered to Buyer true and complete copies, ofidentifies with an asterisk each such Contract which is an Assumed Contract:
(i) Each Applicable Contract all Contracts with Transferred Employees that involves performance have a remaining unexpired term of services or delivery at least one year and require payment of goods or materials by any Acquired Company of an amount or value in excess of more than $50,000100,000 annually;
(ii) Each Applicable Contract that involves performance of services or delivery other than for the provision of goods or materials services in the Ordinary Course of Business pursuant to any Acquired Company of an amount one-time purchase orders, all Contracts that require payment by Sellers or value in excess of IP Sellers of, more than $50,000500,000 annually, which are not cancelable on thirty (30) calendar days notice;
(iii) Each Applicable any Contract that was contains a non-compete covenant or similar provision that restricts Buyer in its conduct of the Businesses following the Closing;
(iv) all Contracts that require payment of commission or similar payments in excess of $150,000 annually;
(v) all evidences of Indebtedness which either (i) Sellers do not entered into intend to remain outstanding following the Closing or (ii) which Buyer may be required to arrange for substitution of following the Closing;
(vi) all evidences of Indebtedness pursuant to which any Seller has provided credit (excluding credit provided by a Seller in the Ordinary Course of Business) to purchasers of its products;
(vii) any lease or sublease under which any Seller is a lessee of or holds or operates any property, real or personal, owned by any other Person where the lease or sublease provides for annual payments in excess of $150,000;
(viii) any Contract under which any Seller is lessor of or permits any third party to hold or operate the Purchased Assets;
(ix) all Contracts that are settlement, conciliation or similar agreements pursuant to which any of the Businesses will be required, as of or after the date hereof, to pay consideration in excess of $150,000;
(x) all bonus, or deferred compensation plans or similar Contracts with any Transferred Employee for payments in excess of $25,000 or any severance Contract with any Transferred Employee;
(xi) all Contracts with any Transferred Employee providing for the payment of any cash or other compensation or benefits upon the sale of the Businesses;
(xii) all material licenses to which any Seller or IP Seller is a party with respect to any Purchased IP Assets (other than commercially available off-the-shelf software licenses solely for internal use of Sellers or IP Sellers) and all other material Contracts affecting the Sellers' or IP Sellers' ability to use or disclose the Purchased IP Assets;
(xiii) all nondisclosure or confidentiality Contracts, other than with respect to employees of Sellers;
(xiv) all contracts relating to the marketing, sale, advertising or promotion of its products not terminable on sixty (60) days notice or requiring annual payments in excess of $100,000;
(xv) except for Contracts which provide a warranty and indemnity which are not materially inconsistent with the standard warranty and indemnity and other terms and conditions of purchase, sale, manufacture, and distribution provided to the Businesses' customers and suppliers in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company which could not result in losses to Buyer in excess of $50,000240,000, all Contracts providing a warranty or similar guarantee with respect to products purchased, sold, manufactured, or distributed or Contracts providing for indemnification or similar protection under which such Seller is obligated to indemnify against product warranty or infringement or similar claims;
(ivxvi) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power the provision of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than goods or services in the Ordinary Course of Business pursuant to one-time purchase orders, any material Contracts with Material Customers; The Parties agree that contains or provides for an express undertaking the disclosure provided by any Acquired Company to this Section 5.17(a)(xvii) will not be responsible for consequential damages;at the signing but instead will be provided within twenty-one (21) days of the date hereof.
(xiixvii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than for the provision of goods or services in the Ordinary Course of BusinessBusiness pursuant to one time purchase orders, all Contracts between Sellers and suppliers of raw materials, utilities or logistic services relating to the operations of the Business pursuant to which Sellers reasonably expect payment thereunder to exceed $500,000 in calendar year 2006, which are not cancelable on thirty (30) calendar days notice;
(xviii) any powers of attorney executed by or on behalf of any Seller; and
(xivxix) Each amendment, supplement, and modification (whether oral or written) in respect any other Contracts the absence of any of the foregoingwhich would have a Material Adverse Effect.
(b) Except as set forth Each Assumed Contract required to be disclosed in Schedule 2.17(b):
5.17(a): (i) None is a valid and binding and enforceable agreement of the Sellers has or may acquire any rights under, that is a party thereto and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect (and is valid and enforceable in accordance with its termswill continue as such immediately following the consummation of the transactions contemplated hereby); and
(ii) No no Seller is in breach or default in any material respect under any Assumed Contract identified or required to be identified disclosed in Schedule 2.17(a) contains 5.17(a), and to Sellers' Knowledge, no event which, upon giving of notice or lapse of time or both, would constitute a breach or default has occurred. No Seller has received any term written notice of cancellation or requirement that is unreasonable, extraordinary, termination or not customary any written notice of default under any Assumed Contract required to be disclosed in Schedule 5.17(a). Sellers have furnished to Buyer true and correct copies of each of the industries in which the Acquired Companies operate.
(d) Except as Assumed Contracts set forth in Schedule 2.17(d):
5.17(a), together with all amendments thereto. Except as specifically disclosed in Schedule 5.17(a), (i) Each Acquired Company isSellers and, and at to Sellers' Knowledge, the other party thereto have performed in all times since December 31, 1992, has been, in full compliance with material respects all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued obligations required to be performed by such Acquired Company is or was bound;
Person under the Assumed Contracts required to be disclosed in Schedule 5.17(a) (ii) Each other Person that has or had to Sellers' Knowledge, there is no breach by any obligation or liability under party to any Assumed Contract under which an Acquired Company has or had any rights isrequired to be listed on Schedule 5.17(a), and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred Sellers have not assigned, delegated or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable otherwise transferred to any Acquired Company Person of its rights, title or interest under current or completed Contracts with any Person having the contractual or statutory right Assumed Contract required to demand or require such renegotiation and no such Person has made written demand for such renegotiationbe disclosed in Schedule 5.17(a).
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a1) Schedule 2.17(a) 3.17 of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, list of:
(ia) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,00010,000;
(iib) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,00010,000;
(iiic) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures by or receipts of any Acquired the Company in excess of $50,00010,000;
(ivd) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(ve) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vif) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viig) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiih) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for late or delayed performance penalties, charges or, under any circumstances, consequential damages;
(xiii) Each each Applicable Contract for capital expenditures in excess of $10,000;; and
(xiiij) Each each written warranty, guaranty, and/or other similar undertaking and disclaimer with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoingCompany.
(b2) Except as set forth in Schedule 2.17(b):
(i3.17(2) None of the Sellers has or may acquire any rights underDisclosure Letter, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each each Contract identified or required to be identified in Schedule 2.17(a3.17(1) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d3) Except as set forth in Schedule 2.17(d):3.17(3) of the Disclosure Letter:
(ia) Each Acquired to the Knowledge of the Sellers, the Company is, and at all times since December 31, 1992, the Balance Sheet Date has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound, except where the failure to be in compliance is not likely to result in a Company Material Adverse Effect;
(iib) Each other Person that has or had any obligation or liability under any Contract under which an Acquired to the Knowledge of the Sellers, the Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has not given to or received from any other Person, at any time since December 31, 1992the Balance Sheet Date, any written notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) 2.15.1 Schedule 2.17(a) 2.15.1 contains a complete and accurate list, and Sellers have AirPatrol has delivered or made available to Buyer Acquiror true and complete copies, of:of the following Contracts to which AirPatrol or its Subsidiary is a party or beneficiary (“Material Contracts”):
(ia) Each Applicable each Contract that involves performance of services or delivery of goods or materials by any Acquired Company AirPatrol or its Subsidiary of an aggregate amount or value in excess of $50,000;
(iib) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each Applicable each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company AirPatrol or its Subsidiary in excess of $50,000;
(ivc) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal tangible property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(vd) Each each licensing agreement or other Applicable Contract pursuant to which (i) AirPatrol or its Subsidiary is granted a license or other right to use the Intellectual Property of a third Person (other than licenses for Shrink Wrap Code) for use in the business and (B) other than non-disclosure agreements and non-exclusive licenses with respect to patentsAirPatrol Products granted to users in the Ordinary Course of Business, trademarksthe Company has granted, copyrights, licensed or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of provided any of the Company Intellectual Property Assetsto third Persons;
(vie) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viif) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company AirPatrol or its Subsidiary with any other Person;
(viiig) Each Applicable each Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of AirPatrol or its Subsidiary, or materially limit the freedom of any Acquired Company AirPatrol or its Subsidiary to engage in any line of business or to compete with any Person;
(ixh) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xii) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable each Contract for capital expenditures in excess of $10,00050,000;
(xiiij) Each each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company AirPatrol or its Subsidiary, other than in the Ordinary Course of Business; and
(xivk) Each each amendment, supplement, and modification (whether oral or written) in writing with respect of any of the foregoing.
(b) 2.15.2 Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under2.15.2, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired CompaniesAirPatrol, no officer, director, agent, employee, consultant, or contractor of any Acquired Company AirPatrol is bound by any Contract contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired CompanyAirPatrol or its Subsidiary, or (B) assign to any Acquired Company AirPatrol, its Subsidiary, or to any other Person any rights to any invention, improvement, or discovery.
(c) 2.15.3 Except as set forth in Schedule 2.17(c):
(i) Each 2.15.3, each Material Contract identified or required to be identified in Schedule 2.17(a) 2.15.1 is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) 2.15.4 Except as set forth in Schedule 2.17(d):2.15.4:
(ia) Each Acquired Company is, AirPatrol and at its Subsidiary are in compliance in all times since December 31, 1992, has been, in full compliance material respects with all applicable terms and requirements of each Material Contract under which such Acquired Company AirPatrol or its Subsidiary has or had any obligation or liability or by which such Acquired Company AirPatrol, its Subsidiary, or any of the assets owned or sued used by such Acquired Company AirPatrol or its Subsidiary is or was bound;
(iib) Each To the Knowledge of AirPatrol, each other Person that has or had any obligation or liability under any Material Contract under which an Acquired Company AirPatrol or its Subsidiary has or had any rights is, and at is in compliance in all times since December 31, 1992, has been, in full compliance material respects with all applicable terms and requirements of such Material Contract;
(iiic) No To the Knowledge of AirPatrol, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, materially contravene or conflict with, or result in a material violation or breach of, or give any Acquired Company AirPatrol, its Subsidiary, or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Material Contract; and
(ivd) No Acquired Company has AirPatrol and its Subsidiary have not given to or received from any other Person, Person at any time since December 31, 1992, any written notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) 2.15.5 There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company AirPatrol or its Subsidiary under current or completed Material Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) 2.15.6 The Contracts contracts of AirPatrol and its Subsidiary relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies AirPatrol or its Subsidiary have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in material violation of any Legal RequirementLaw.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a3.20(a) contains a an accurate and complete and accurate list, and Sellers have such Seller has delivered to Buyer true accurate and complete copies, of:
(i) Each Applicable each Contract or commitment that involves performance of services or delivery of goods or materials by any Acquired Company by, or indebtedness of, such Seller of an amount or value in excess of Twenty-Five Thousand and 00/100 Dollars ($50,00025,000.00);
(ii) Each Applicable each Contract or commitment that involves performance of services or delivery of goods or materials to any Acquired Company such Seller (other than employment or individual independent contractor agreements substantially in the Seller’s standard form made available to Buyer) of an amount or value in excess of Twenty-Five Thousand and 00/100 Dollars ($50,00025,000.00);
(iii) Each Applicable each Contract that was not entered into in the Ordinary Course ordinary course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000business, consistent with past practice;
(iv) Each each lease, rental or occupancy agreementrental, occupancy, license, installment and installment, conditional sale agreement, and or other Applicable Contract or arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real property providing for future monthly rental payments;
(v) each lease, rental, license, installment, conditional sale or personal property other Contract or arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any Tangible Personal Property providing for future monthly rental payments (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than Ten Thousand and 00/100 Dollars ($10,000 10,000.00) and with terms a term of less than one (1) year);
(vvi) Each each licensing agreement or other Applicable applicable Contract with respect to patents, trademarks, copyrights, such Seller’s Intellectual Property Rights and Licensed Rights (whether inbound or other intellectual propertyoutbound), including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to Rights or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentLicensed Rights;
(vii) Each each collective bargaining, employment, deferred compensation, severance and other agreement or any other type of the Sellers;
(viii) each Contract or understanding with any of such Seller’s officers, directors, or employees, other than Employee Benefit Plans;
(ix) each franchise, joint venture, partnership, and strategic alliance, co-marketing, co-promotion, co-packaging or joint development Contract or other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company such Seller with any other Person;
(viiix) Each Applicable each Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of such Seller or limit the freedom of any Acquired Company such Seller to engage in any Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. line of business or to compete with any PersonPerson or which contain any exclusivity, non-competition, non-solicitation or no-hire provisions;
(ixxi) Each Applicable each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable each Contract for capital expenditures in excess of Fifty Thousand and 00/100 Dollars ($10,00050,000.00);
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance by such Seller extended by such Seller;
(xiv) each Contract with a Government Body;
(xv) each Contract pursuant to which such Seller or any Acquired Company other than in Subsidiary of such Seller has guaranteed any obligations of such Seller;
(xvi) each Contract pursuant to which such Seller has a right of first option or right of first refusal with respect to material elements of the Ordinary Course of BusinessContract or the transaction underlying the Contract; and
(xivxvii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.20(a) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):[INTENTIONALLY DELETED]
(i) Each Contract identified included in the Acquired Assets or required the Assumed Liabilities is legal, valid, binding and enforceable against such Seller, and to be identified the Knowledge of such Seller, against each other party thereto, has been executed in Schedule 2.17(a) compliance with all applicable Legal Requirements, is in full force and effect and is valid will continue to be so legal, valid, binding and enforceable and in full force and effect following the assignment of such Contract at the Closing or pursuant to other arrangements in accordance with its terms; and
this Agreement, as the case may be, and (ii) No Contract identified or required such Seller is not and, to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonablesuch Seller’s Knowledge, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company no other party is, and at all times since December 31in breach or default, 1992and, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of to the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements Knowledge of such Contract;
(iii) No Seller, no event has occurred or circumstance exists that which would constitute (with or without notice or lapse of timetime or both) may contravene, conflict with, or result in a violation or breach of, Breach (or give rise to any Acquired Company right of termination, modification, cancellation or other Person the right to declare a default or exercise acceleration) under any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any such Contract.
(ed) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company such Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(fe) The Contracts Each Contract relating to the sale, design, manufacture, manufacture or provision of products or services by the Acquired Companies have such Seller has been entered into in the Ordinary Course ordinary course of Business business, consistent with past practice, of such Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***].
Appears in 1 contract
Sources: Asset Purchase Agreement (Kimball Electronics, Inc.)
Contracts; No Defaults. (a) Schedule 2.17(a3.19(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, ofof each written:
(i) Each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000with each Material Customer;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,000100,000 annually;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of any Acquired the Company in excess of $50,000100,000 annually and which cannot be terminated on 60 days notice without penalty;
(iv) Each Applicable Contract with a wholesale distributor of the Products in the United States or Canada who entered into such Applicable Contract with the Company in such wholesaler’s capacity as a wholesale distributor of the Products that;
(v) lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other written Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year50,000 annually);
(v) Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other written Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or limit the freedom of any Acquired the Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments in excess of $50,000 annually to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,00050,000 annually, other than any Applicable Contracts with customers providing for the installation of display fixtures;
(xiiixii) Each written warranty, guaranty, and/or other similar undertaking guaranty with respect to contractual performance of a third party extended by any Acquired the Company other than in the Ordinary Course ordinary course of Businessbusiness; and
(xivxiii) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):3.19(b) of the Disclosure Letter or as contemplated by the Transaction Documents:
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any No Material Applicable Contract that relates to the business of, or any of the assets owned or used by, the Company (A) provides Sellers (or any Acquired Related Person of Sellers other than the Company) with any rights, or the ability to acquire any rights, thereunder, or (B) subjects Sellers (or any Related Person of Sellers) to any obligation or liability thereunder; and
(ii) To the Knowledge of Sellers and the Acquired CompaniesCompany’s Knowledge, no officer, director, agent, employeeEmployee, consultant, or contractor of any Acquired Company the Company, is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i3.19(c) Each Contract identified of the Disclosure Letter, since January 1, 2005, the Company has not received from any Person, any written notice or required other written communication that any Material Customer has determined to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance cease doing business with its terms; and
(ii) No Contract identified the Company or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in materially reduce the industries in which volume of Products purchased from the Acquired Companies operateCompany.
(d) Except as set forth in Schedule 2.17(d):
(i3.19(d) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned Disclosure Letter, since January 1, 2005 there have not been any written or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights electronic mail demands to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiationMaterial Applicable Contracts.
(fe) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into Material Customers in the Ordinary Course aggregate accounted for not less than 70% of Business and have been entered into without the commission of any act alone or Company’s net revenues in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementthe Company’s last fiscal year.
Appears in 1 contract
Sources: Unit Purchase Agreement (Prestige Brands Holdings, Inc.)
Contracts; No Defaults. (a) Schedule 2.17(a) 5.15 contains a complete and accurate list, and the Sellers have delivered made available to Buyer the Purchaser true and complete copies, of:
(i) Each each written Applicable Contract that involves performance of services or delivery of goods by the Subject Company for a fixed price or materials by any Acquired Company of an amount or value in excess of $50,000a fixed deliverable;
(ii) Each each written Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Subject Company of an amount or value for a fixed price in excess of $50,00025,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company the Subject Company, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00010,000, or receipts of the Subject Company, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $20,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract of the Subject Company affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and or with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract of the Subject Company with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract of the Subject Company to or with any labor union or other employee representative of a group of employees relating to wages, hours, and each other conditions of employmentwritten employment or consulting agreement with any employees or consultants;
(vii) Each each joint venture, partnership, partnership and other Applicable Contract of the Subject Company (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired the Subject Company with any other Person;
(viii) Each each Applicable Contract of the Subject Company containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Subject Company or any Affiliate of the Subject Company or limit the freedom of the Subject Company or any Acquired Affiliate of the Subject Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract of the Subject Company providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goodsgoods and compensation arrangements with employees;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Subject Company to be responsible for consequential damages;
(xii) Each each Applicable Contract of the Subject Company for capital expenditures in excess of $10,000;
(xiii) Each each Applicable Contract which, to the Knowledge of the Sellers, will result in a material loss to the Subject Company;
(xiv) each Applicable Contract between the Subject Company and its former or current stockholders, directors, officers and employees (other than standard employment agreements previously furnished to or approved by the Purchaser);
(xv) each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Subject Company other than in the Ordinary Course of Business; and
(xivxvi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 5.15 sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Subject Company under the Contracts, and the place where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under5.15, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired CompaniesSellers, no officer, director, agent, employee, consultant, consultant or contractor of any Acquired the Subject Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, consultant or contractor to (A) engage in or continue any conduct, activity, activity or practice relating to the business of any Acquired Company, the Subject Company or (B) assign to any Acquired the Subject Company or to any other Person any rights to any invention, improvement, improvement or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each 5.15, to the Knowledge of the Sellers, each Contract identified or required to be identified in Schedule 2.17(a) 5.15 is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):5.15:
(i) Each Acquired the Subject Company is, and at all times since December 31, 1992, has been, is in full compliance with all applicable material terms and requirements of each material Contract under which such Acquired the Subject Company has or had any obligation or liability Liability or by which such Acquired the Subject Company or any of the assets owned or sued used by such Acquired the Subject Company is or was bound;
(ii) Each to the Knowledge of the Sellers, each other Person that has or had any obligation or liability Liability under any material Contract under which an Acquired the Subject Company has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable material terms and requirements of such Contract;
(iii) No to the Knowledge of the Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) a reasonably prudent person would conclude may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Subject Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; and
(iv) No Acquired the Subject Company has not given to or received from any other Person, at any time since December 31, 1992incorporation, any written or, to the Knowledge of the Sellers, other notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential material violation or material breach of, or material default under, any Applicable Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Subject Company under current or completed Applicable Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Subject Company have been entered into in the Ordinary Course of Business and and, to the Knowledge of the Sellers, have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Corporate Staffing Resources Inc)
Contracts; No Defaults. (a) Item 3.14(a) of the Vanguard Disclosure Schedule 2.17(a) contains a an accurate and complete and accurate list, and Sellers the Vanguard Stockholders have delivered to Buyer true TACT accurate and complete copies, of:
(i) Each each Applicable Contract that involves the payment of money, performance of services or delivery of goods or materials by any Acquired Company one or more Vanguard Companies of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company one or more Vanguard Companies of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company one or more Vanguard Companies in excess of $50,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other each Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 50,000 and with terms a term of less than one (1) year);
(v) Each licensing agreement or other each Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, hours and other conditions of employment;
(viivi) Each joint venture, partnership, and other each Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company one or more Vanguard Companies with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Vanguard Company's business activity or limit the freedom of any Acquired Vanguard Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(xix) Each each power of attorney of any Vanguard Company that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company one or more Vanguard Companies to be responsible for consequential damages;
(xiixi) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiiixii) Each each written warranty, guaranty, guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company one or more Vanguard Companies other than in the Ordinary Course of Business;
(xiii) any Applicable Contract for the development, modification or enhancement of computer software products;
(xiv) any Applicable Contract that is a license (whether as licensor or licensee), or sublicense, royalty, permit, franchise agreement, including, without limitation, any agreement pursuant to which any Vanguard Company licenses any Intellectual Property Assets or licenses or delivers any of its software or other products and services to any Third Party (other than ordinary course licenses to end-users);
(xv) Applicable Contract that provides for the employment of any officer, employee, consultant or agent or any other type of Contract, commitment or understanding with any officer, employee, consultant or agent which (except as otherwise generally provided by applicable law) is not immediately terminable without cost or other Liability at or at any time after the Closing Date;
(xvi) Applicable Contract that provides for any profit-sharing, bonus, stock option, stock appreciation right, pension, retirement, disability, stock purchase, hospitalization, insurance or similar plan or agreement, formal or informal, providing benefits to any current or former director, officer, employee, agent or consultant;
(xvii) any Applicable Contract that is a material indenture, mortgage, promissory note, loan agreement, guarantee or other material agreement or commitment for the borrowing of money, for a line of credit or for a leasing transaction of a type required to be capitalized in accordance with Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board;
(xviii) each Applicable Contract that is a material agreement, instrument or other arrangement granting or permitting any Encumbrance on any of the properties, assets or rights of any Vanguard Company;
(xix) each Applicable Contract that is a contract or commitment for charitable contributions;
(xx) each Applicable Contract that is an agreement or contract with a "disqualified individual" (as defined in Section 280G(c) of the Code), which could result in a disallowance of the deduction for any "excess parachute payment" (as defined in Section 280G(b)(i) of the Code) under Section 280G of the Code;
(xxi) each Applicable Contract that restricts any Vanguard Company from engaging in any aspect of its business or competing in any line of business in any geographic area;
(xxii) any other Applicable Contract that is material to any Vanguard Company; and
(xivxxiii) Each each amendment, supplementsupplement and modification, and each agreement to enter into any such amendment, supplement or modification (whether oral or written) ), in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(iItem 3.14(b) None of the Sellers Vanguard Disclosure Schedule, no Vanguard Stockholder (and no Related Person of any Vanguard Stockholder) has or may acquire any rights under, and none of the Sellers no Vanguard Stockholder has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the properties or assets owned or used by, by any Acquired Vanguard Company; and.
(iic) To the Knowledge of Sellers the Vanguard Companies and the Acquired CompaniesVanguard Stockholders, no officer, director, agent, employee, consultant, consultant or contractor of any Acquired Vanguard Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor Person to (Ai) engage in or continue any conduct, activity, activity or practice relating to the business of any Acquired Vanguard Company, or (Bii) assign to any Acquired Vanguard Company or to any other Person any rights to any invention, improvement, improvement or discovery.
(cd) Except as set forth in Schedule 2.17(c):
(iItem 3.14(d) Each of the Vanguard Disclosure Schedule, each Contract identified or required to be identified in Section 3.14(a) of the Vanguard Disclosure Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(de) Except as set forth in Schedule 2.17(d):Item 3.14(e)of the Vanguard Disclosure Schedule, and other than with regard to any Applicable Contract, the termination of which would not, individually or in the aggregate, have a Material Adverse Effect on the Vanguard Companies:
(i) Each Acquired Vanguard Company is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of each Contract under which such Acquired Vanguard Company has or had any obligation or liability Liability or by which such Acquired Vanguard Company or any of the assets owned or sued used by such Acquired Vanguard Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability Liability under any Contract under which an Acquired any Vanguard Company has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Vanguard Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Contract; and
(iv) No Acquired no Vanguard Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any Contract.
(ef) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Vanguard Company under current or completed Applicable Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(fg) The Contracts Each Contract relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have to which any Vanguard Company is a party has been entered into in the Ordinary Course of Business of such Vanguard Company and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) 2.9 contains a complete and accurate listlisting of all Contracts described in clauses (i)-(xvii) below to which, as of the date hereof, Agencourt or any of its Subsidiaries is a party or by which any of their material assets may be bound (the “Agencourt Material Contracts”). True, correct and Sellers complete copies of contracts referred to in clauses (i)-(xvi) below have been delivered to Buyer true and complete copies, of:or made available to Acquiror or its agents or representatives.
(i) Each Applicable Contract that which involves performance of services or delivery of goods or materials by Agencourt or any Acquired Company of its Subsidiaries of an amount or value in excess of $50,000;
(ii) Each Applicable 25,000 and each Contract that involves performance of services or delivery of goods or materials to Agencourt or any Acquired Company of its Subsidiaries of an amount or value in excess of $50,00025,000;
(ii) Each note, debenture, other evidence of Indebtedness, guarantee, loan, credit or financing agreement or instrument or other Contract for money borrowed, including any agreement or commitment for future loans, credit or financing in excess of $25,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business and that involves business involving expenditures or receipts of Agencourt or any Acquired Company of its Subsidiaries in excess of $50,00025,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or involving aggregate payments in excess of less than $10,000 and with terms of less than one (1) year)25,000;
(v) Each licensing agreement or other Applicable Contract in excess of $10,000 with respect to patents, trademarks, copyrights, or other intellectual propertyIntellectual Property, including agreements with other Persons and agreements with current or former employees, consultants, consultants or contractors regarding the appropriation acquisition, appropriation, ownership, disposition or the non-disclosure nondisclosure of any of the Intellectual Property AssetsProperty;
(vi) Each collective bargaining joint venture Contract, partnership agreement, limited liability company agreement and or any other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Agencourt or its Subsidiaries with any other Person;
(vii) Any written warranty or guaranty of the obligations of Persons other than Agencourt or its Subsidiaries or other similar undertaking with respect to contractual performance extended by Agencourt or any of its Subsidiaries other than in the ordinary course of business consistent with past practice;
(viii) Each Applicable Any Contract between or among Agencourt and any Affiliate of Agencourt;
(ix) Any Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom or business activities of Agencourt or any Acquired Company of its Subsidiaries to engage in any line of business or to compete with any PersonPerson and any Contract to which any officer, or to the Knowledge of Agencourt, any director, employee or agent, of Agencourt or any of its Subsidiaries is subject that would prohibit such Person from engaging in or continuing any conduct, activity, or practice relating to the business of Agencourt or its Subsidiaries;
(ixx) Each Applicable Contract Any employment Contracts;
(xi) Any Contracts providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xxii) Each power of attorney that is currently effective and outstanding;
(xixiii) Any collective bargaining agreements with any labor unions or associations representing employees of Agencourt or any of its Subsidiaries;
(xiv) Any Contract with any Governmental Authority other than customer contracts entered into in the ordinary course of business consistent with past practice;
(xv) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by Agencourt or any Acquired Company of its subsidiaries to be responsible for indirect, or special or consequential damages;
(xiixvi) Each Applicable Contract for requiring capital expenditures after the date hereof in an amount in excess of $10,000;
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business25,000; and
(xivxvii) Each amendment, supplement, supplement and modification (whether oral or writtenin writing) in respect of any of the foregoing.
(b) Except as set forth in on Schedule 2.17(b):
2.9, all the Agencourt Material Contracts, as of the date hereof (i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is are in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified represent the legal, valid and binding obligations of Agencourt or required any Subsidiary party thereto and, to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonablethe Knowledge of Agencourt, extraordinaryrepresent the legal, or not customary in valid and binding obligations of the industries in which the Acquired Companies operate.
(d) other parties thereto. Except as set forth in on Schedule 2.17(d):
(i) Each Acquired Company is2.9, and at all times since December 31to the Knowledge of Agencourt, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has no condition or had any obligation circumstances exists or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (which, with or without notice or lapse of time) may time or both, would contravene, conflict with, or result in a violation or breach of, of such Agencourt Material Contract or would give any Acquired Company Agencourt or its Subsidiary or the other Person party to the contract the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, of or to cancel, terminate, or modify, exercise any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contractremedy under such Agencourt Material Contracts.
(ec) There Except as set forth on Schedule 2.9, other than in the ordinary course of business consistent with past practice, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Agencourt or any Acquired Company of its Subsidiaries under current or completed Contracts with any Person having and to the contractual or statutory right to demand or require such renegotiation and Knowledge of Agencourt no such Person has made written a demand for such renegotiation.
(fd) The Contracts relating related to the sale, design, manufacture, delivery of goods or provision the performance of products or services by the Acquired Companies have been were all entered into in the Ordinary Course ordinary course of Business business consistent with past practice and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementfederal, state, local, foreign or other statute, law, ordinance or other legal requirement.
Appears in 1 contract
Contracts; No Defaults. (aa. Part 3.17(a) Schedule 2.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company of an amount or value in excess of $50,00010,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company of an amount or value in excess of $50,00010,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company in excess of $50,00010,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any the Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Acquired Company or any Affiliate of the Acquired Company or limit the freedom of the Acquired Company or any Affiliate of the Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any the Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any the Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Company under the Contracts, and the Acquired Company' office where details relating to the Contracts are located.
(b) b. Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None neither Seller (and no Related Person of the Sellers either Seller) has or may acquire any rights under, and none of the Sellers neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any the Acquired Company; and
(ii) To to the Knowledge of Sellers Seller and the Acquired CompaniesCompany, no officer, director, agent, employee, consultant, or contractor of any the Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any the Acquired Company, or (B) assign to any the Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) c. Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) d. Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each the Acquired Company is, and at all times since December 31, 1992, formation has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
; (ii) Each each other Person that has or had any obligation or liability under any Contract under which an the Acquired Company has or had any rights is, and at all times since December 31, 1992, formation has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Option Agreement (Cogenco International Inc)
Contracts; No Defaults. (a) All Seller Contracts (other than Excluded Assts) are, or prior to Closing will be, held by a Targeted Subsidiary and such subsidiary will have all rights of Seller or any Seller Subsidiary thereunder. Schedule 2.17(a3.20(a) contains a an accurate and complete and accurate list, and Sellers have Seller has delivered to Buyer true accurate and complete copies, of:
(i) Each Applicable each Seller Contract that involves performance of services by Seller, relating to the Business, or delivery of goods or materials by any Acquired Company the Targeted Subsidiaries, of an amount or value in excess of Twenty-five Thousand dollars ($50,00025,000);
(ii) Each Applicable each Seller Contract that involves performance of services or delivery of goods or materials to any Acquired Company Seller or the Targeted Subsidiaries of an amount or value in excess of Twenty-five Thousand dollars ($50,00025,000);
(iii) Each Applicable each Seller Contract that was not entered into in the Ordinary Course of Business of the Business and that involves expenditures or receipts of any Acquired Company Seller in excess of Twenty-five Thousand dollars ($50,00025,000);
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable each Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than Twenty-five dollars ($10,000 25,000) and with terms a term of less than one (1) year);
(v) Each licensing agreement or other Applicable each Seller Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, hours and other conditions of employment;
(viivi) Each joint venture, partnership, and other Applicable each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person, including any broker or administrative fee agreement;
(viiivii) Each Applicable each Seller Contract containing covenants that in any way purport to restrict any Acquired Company's business the Business activity or limit the freedom of any Acquired Company Seller or the Targeted Subsidiaries to engage in any line of business or to compete with any PersonPerson or that would limit the freedom of the Targeted Subsidiaries or Buyer to engage in any line of business or compete with any Person following the Effective Time.;
(ixviii) Each Applicable each Seller Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(xix) Each each power of attorney of Seller that relates to the Business or the Targeted Subsidiaries that is currently effective and outstanding;
(xix) Each Applicable each Seller Contract entered into other than in the Ordinary Course of Business of the Business that contains or provides for an express undertaking by any Acquired Company Seller or the Targeted Subsidiaries to be responsible for consequential damages;
(xiixi) Each Applicable each Seller Contract for capital expenditures in excess of Twenty-five Thousand dollars ($10,00025,000);
(xii) each Seller Contract not denominated in U.S. dollars;
(xiii) Each each written warranty, guaranty, guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company the Targeted Subsidiaries or Seller other than in the Ordinary Course of Business of the Business; and
(xiv) Each each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.20(a) sets forth the parties to the Contracts, the amount of the remaining commitment of the Targeted Subsidiaries or Seller under the Contracts and the location of Seller’s office where the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):
3.20(b), no Related Person of Seller (iother than a Targeted Subsidiary) None of the Sellers has or may acquire any rights under, and none no Related Person of the Sellers Seller (other than a Targeted Subsidiary) has or may become subject to any obligation or liability under, any Contract that relates to the business of, Business or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoveryAssets.
(c) Except as set forth in Schedule 2.17(c3.20(c):
(i) Each each Contract identified or required to be identified in Schedule 2.17(a3.20(a) is in full force and effect and is valid and enforceable in accordance with its terms; and;
(ii) No each Contract identified or required to be identified in Schedule 2.17(a3.20(a) contains is assignable, to the extent necessary to transfer the rights thereto, by Seller to Buyer or the Targeted Subsidiaries as contemplated by this Agreement or the Contribution Agreement without the Consent of any term other Person; and
(iii) to the Knowledge of Seller, no Contract identified or requirement that is unreasonable, extraordinary, required to be identified in Schedule 3.20(a) will upon completion or not customary in performance of the industries in which the Acquired Companies operatetransactions contemplated herein have a Material Adverse Change.
(d) Except as set forth in Schedule 2.17(d3.20(d):
(i) Each Acquired Company Seller and each Targeted Subsidiary is, and at all times since December 31, 1992, 2005 has been, in full compliance in all material respects with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundSeller Contract;
(ii) Each each other Person that has or had any obligation or liability Liability under any Contract under which an Acquired Company has or had any rights isSeller Contract, and at all times since December 31, 19922005, has been, in full compliance in all material respects with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may has, will, or could reasonably be expected to, contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller, the Targeted Subsidiaries or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Seller Contract;
(iv) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets or the Business; and
(ivv) No Acquired Company has neither Seller nor the Targeted Subsidiaries have given to or received from any other Person, at any time since December 31, 19922005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any Seller Contract.
(e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller or any Acquired Company Targeted Subsidiary under current or completed Seller Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have Each Seller Contract has been entered into in the Ordinary Course of Business of the Business and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Contracts; No Defaults. (a) Schedule 2.17(a3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,00010,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,00010,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000Business;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)property;
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods or services provided by the Company;
(xix) Each each power of attorney that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xiixi) Each each Applicable Contract for capital expenditures in excess of $10,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of BusinessCompany; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i3.14(b) None of the Sellers Disclosure Letter, no Seller (and no Related Person or any Seller) has or may acquire any rights under, and none of the Sellers no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a3.14(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):3.14(a) of the Disclosure Letter:
(i) Each Acquired the Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound;
(ii) Each each other Person that has or had any obligation obligations or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts Contract with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts Contract relating to the sale, design, manufacture, sale or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementRequirements.
Appears in 1 contract
Sources: Stock Purchase Agreement (Integrated Communication Networks Inc)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate listlist (excluding in each case Applicable Contracts that will be fully performed by all parties as of the Closing Date), and Sellers have delivered made available to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired one or more of the Company and its Subsidiaries of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired one or more of the Company and its Subsidiaries of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired one or more of the Company and its Subsidiaries in excess of $50,000;
(iv) Each each Applicable Contract in the form of a lease, rental or occupancy agreement, or license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements any such agreement having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year50,000);
(v) Each each Applicable Contract that is a licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other each Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any Acquired Company of its Subsidiaries with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict in any Acquired Company's material respect the business activity of the Company or any of its Subsidiaries or limit in any material respect the freedom of the Company or any Acquired Company of its Subsidiaries to engage in any line of business or to compete with any Person;
(ix) Each each material Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney granted by the Company or any of its Subsidiaries that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiiixii) Each each material written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by the Company or any Acquired Company of its Subsidiaries other than in the Ordinary Course of Business; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None neither Delta Woodside nor Alchem (and no Related Person of either of them other than the Sellers Company) has or may acquire any rights under, and none of the Sellers neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, Business or any of the assets owned or used by, any Acquired CompanyAssets; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor employee of the Company or any Acquired Company of its Subsidiaries is bound by any Contract that purports to limit in any respect the ability of such officer, director, agent, employee, consultant, or contractor employee to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company or any Acquired Companyof its Subsidiaries, or (B) assign to any Acquired the Company or to any other Person of its Subsidiaries any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each Acquired the Company and each of its Subsidiaries is, and at all times since December 31January 20, 1992, 1993 has been, in full compliance in all respects with all applicable terms and requirements of each Contract under which such Acquired Company company has or had any obligation or liability or by which such Acquired the Company or any of its Subsidiaries or any of the assets owned or sued used by such Acquired Company company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an Acquired the Company or any of its Subsidiaries has or had any rights is, and at all times since December 31January 20, 1992, 1993 has been, in full compliance in all respects with all applicable terms and requirements of such Contract;
(iii) No no event has occurred since January 20, 1993 or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Company or any Acquired Company of its Subsidiaries or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired neither the Company nor any of its Subsidiaries has given to or received from any other Person, at any time since December 31January 20, 19921993, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company or any Acquired Company of its Subsidiaries under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company and its Subsidiaries have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.17(a) of the Disclosure Schedule 2.17(a) contains a complete and accurate list, and Sellers the Shareholders have delivered made available to the Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,00010,000 which were not purchase orders received in the Ordinary Course of Business;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,00010,000;
(iviii) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAssets that is used in and is material to the business of the Company;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods in excess of $10,000.00;
(xix) Each each power of attorney that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xiixi) Each each Applicable Contract for capital expenditures in excess of $10,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) written in respect of any of the foregoing.
(b) Except To the Shareholders' Knowledge, except as set forth in Schedule 2.17(b):Section 3.17(b) of the Disclosure Schedule:
(i) None Neither the Shareholders nor any Related Person of the Sellers Shareholders has or may acquire any rights under, and none neither the Shareholders nor any Related Person of the Sellers has Shareholders have or may become subject to any obligation or liability under, any Contract (other than this Agreement) that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no No officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iSection 3.17(c) Each of the Disclosure Schedule, to the Knowledge of the Shareholders, each Contract identified or required to be identified in Section 3.17(a) of the Disclosure Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified terms except as may be limited by applicable bankruptcy, reorganization, insolvency or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinarymoratorium laws, or not customary in other laws affecting the industries in which enforcement of creditor's rights or by the Acquired Companies operateprinciples governing the availability of equitable remedies.
(d) Except as set forth in Section 3.17(d) of the Disclosure Schedule 2.17(d):to the Knowledge of the Shareholders:
(i) Each Acquired the Company is, and at all times since December 31, 1992, has been, in full material compliance with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound, except where the failure to comply does not have a material adverse effect on the business, assets or prospects of the Company;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31, 1992, has been, in full material compliance with all applicable terms and requirements of such ContractContract except where the failure to comply does not have a material adverse effect on the business, assets or prospects of the Company;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give any Acquired the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable ContractContract for amounts in excess of $10,000; and
(iv) No Acquired the Company has not given to or received from any other Person, Person at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential material violation or breach of, or default under, any Contract.
(e) There To the Knowledge of the Shareholders, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation and Knowledge of the Shareholders, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aSCHEDULE 4.18(a) contains a complete and accurate list, and Sellers have Shareholder has delivered to Buyer true and complete copies, of:
(i) Each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company the Seller of an amount or value in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company the Seller of an amount or value in excess of $50,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company the Seller in excess of $50,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each licensing agreement or and other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company the Seller with any other Person;
(viii) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Companythe Seller's business activity or limit the freedom of any Acquired Company the Seller to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company the Seller to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company the Seller other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(bSCHEDULE 4.18(b):
(i) None of the Sellers Shareholder has or not and may not acquire any rights under, and none of the Sellers Shareholder has or not and may not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Companythe Seller; and
(ii) To the Knowledge of Sellers Shareholder and the Acquired CompaniesSeller, no officer, director, agent, employee, consultant, or contractor of any Acquired Company the Seller is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Companythe Seller, or (B) assign to any Acquired Company the Seller or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):SCHEDULE 4.18(c) to Shareholder's and Seller's Knowledge:
(i) Each Contract identified or required to be identified in Schedule 2.17(aSCHEDULE 4.18(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(aSCHEDULE 4.18(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operateSeller operates.
(d) Except as set forth in Schedule 2.17(d):SCHEDULE 4.18(d) since March 30, 1998:
(i) Each Acquired Company To Shareholder's and Seller's Knowledge, the Seller is, and at all times since December 31, 1992, has been, in full material compliance with all applicable terms and requirements of each Contract under which such Acquired Company the Seller has or had any obligation or liability or by which such Acquired Company the Seller or any of the assets owned or sued used by such Acquired Company the Seller is or was bound;
(ii) Each To Shareholder's and Seller's Knowledge, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company the Seller has or had any rights is, and at all times since December 31, 1992, has been, in full material compliance with all applicable terms and requirements of such Contract;
(iii) No To Shareholder's and Seller's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company the Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company The Seller has not given to or nor received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company the Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Seller have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Morton Industrial Group Inc)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.20(a) contains a an accurate and complete and accurate list, and Sellers have Seller has delivered to Buyer true (or attached to the Disclosure Schedule as required herein) accurate and complete copies, of:
(i) Each Applicable backlog lists of Seller and Unique Fabrications, listing all Seller Contracts that are orders from Business customers on backlog (by customer name, order number, order date, model, selling price, cost, and gross profit) as of the date hereof, updated as of the Closing Date ("Backlog List(s)"), which has been separately attached to the Disclosure Schedule;
(ii) to the extent not listed on Part 3.20
(a) from Section 3.20(a)(i) above, each Seller Contract that involves performance of services or delivery of goods or materials by any Acquired Company or to Seller of an amount or value in excess of twenty-five thousand ($50,000;
(ii25,000) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000dollars;
(iii) Each Applicable each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company Seller or Unique Fabrications in excess of ten ($50,00010,000) dollars;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable each Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty-five thousand ($10,000 25,000) dollars and with terms a term of less than one (1) year);
(v) Each licensing agreement or other Applicable each Seller Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, hours and other conditions of employment;
(viivi) Each joint venture, partnership, and other Applicable each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person;
(viiivii) Each Applicable each Seller Contract containing covenants that in any way purport to restrict any Acquired Company's business Business activity or limit the freedom of any Acquired Company Seller or Unique Fabrications to engage in any line of business or to compete with any Person;
(ixviii) Each Applicable each Seller Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(xix) Each each power of attorney of Seller or Unique Fabrications that is currently effective and outstanding;
(xix) Each Applicable each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller or Unique Fabrications to be responsible for consequential damages;
(xiixi) Each Applicable each Seller Contract for capital expenditures in excess of twenty thousand ($10,00020,000) dollars;
(xii) each Seller Contract not denominated in U.S. dollars;
(xiii) Each each written warranty, guaranty, guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None Part 3.20(b), no shareholder of the Sellers Seller or member of Unique Fabrications has or may acquire any rights under, and none no shareholder of the Sellers Seller or member of Unique Fabrications has or may become subject to any obligation or liability under, any Contract that relates to the business of, Business or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoveryAssets.
(c) Except as set forth in Schedule 2.17(cPart 3.20(c):
(i) Each each Seller Contract identified or required to be identified in Schedule 2.17(aPart 3.20
(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms; andterms and the Backlog List is a complete and correct list of all Business customer orders on backlog as of the Closing Date and such list represents actual, bona fide, outstanding orders of the Business that have not been cancelled on or prior to the Closing Date;
(ii) No each Seller Contract identified or required to be identified in Schedule 2.17(aPart 3.20(a) contains and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any term other Person; and
(iii) to the Knowledge of Seller, no Seller Contract identified or requirement that required to be identified in Part 3.20(a) and which is unreasonableto be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a Material Adverse Effect on the Business, extraordinary, assets or not customary in condition of Seller or the industries in which Business to be conducted by Buyer with the Acquired Companies operateAssets.
(d) Except as set forth in Schedule 2.17(dPart 3.20(d):
(i) Each Acquired Company Seller is, and at all times since December 31, 19921999, has been, in full compliance with all applicable terms and requirements of each Seller Contract under which such Acquired Company has or had is being assumed by Buyer except where any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundnoncompliance would not have a Material Adverse Effect;
(ii) Each to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times since December 31, 19921999, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in constitutes a violation or breach Breach of, or give any Acquired Company Seller, Unique Fabrications, or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Contract; andSeller Contract that is being assigned to or assumed by Buyer;
(iv) No Acquired Company to the Knowledge of Seller, no event has given to occurred or received from circumstance exists under or by virtue of any other Person, at any time since December 31, 1992, any Seller Contract that (with or without notice or other communication (whether oral or writtenlapse of time) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having would cause the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission creation of any act alone or in concert with Encumbrance affecting any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.the Assets; and
Appears in 1 contract
Sources: Asset Purchase Agreement (Champion Enterprises Inc)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered made available to Buyer Buyers true and complete copies, of:
(i) Each each Applicable Contract that involves the remaining performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract that involves the remaining performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures the remaining expenditure or receipts of any Acquired receipt by the Company in excess of $50,00010,000;
(iv) Each each lease, rental or occupancy agreement, license, license and installment and conditional sale agreement, and other Applicable Contract agreement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each except for the provisions contained in an Applicable Contract providing for the sale of goods or provisions of services by the Company, each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or or, since January 1, 1995, former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods or services;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00025,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xivxiii) Each other than for sales and purchase orders, each amendment, supplement, and modification (whether oral written or writtento Sellers' Knowledge, oral) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth the parties to the Applicable Contracts, the amount of the remaining commitment of the Company under the Applicable Contracts, and the customer purchase order related to such Applicable Contracts.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None neither Seller (and no Related Person of either Seller other than the Company or employees of the Sellers Company) has or may acquire any rights under, and none of the Sellers neither Seller has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii) To the Knowledge of Sellers and the Acquired Companiesto Sellers' Knowledge, no officer, director, agent, employee, consultant, agent or contractor key employee of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, agent or contractor key employee to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required , assuming due authorization, execution and delivery by the other parties thereto, and subject to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operateequitable and other similar exceptions.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each Acquired the Company is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound;
(ii) Each to Sellers' Knowledge, each other Person that has or had any obligation or liability under any Applicable Contract under which an Acquired the Company has or had since April 30, 1995 any rights is, and at all times since December 31April 30, 1992, 1995 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may would be reasonably be expected to contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or the other Person or, to Sellers' Knowledge, the Company, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31April 30, 19921995, any notice or other communication (whether oral written or writtento the Sellers' Knowledge, oral) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There Except as set forth in Part 3.17(e) of the Disclosure Letter, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.18(a) of the Disclosure Schedule 2.17(a) contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000Business;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, hypothec, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real immovable, real, movable or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)property;
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, industrial designs or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of any Acquired Company or limit the freedom of any Acquired Company or any Affiliate of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of BusinessCompany; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of concerning any of the foregoing. Part 3.18(a) of the Disclosure Schedule sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, and, other than the purchase orders of the Acquired Companies, the amount of the remaining commitment of the Acquired Companies under the Contracts, expiration dates and limitations on assignability in each such Contract.
(b) Except as set forth in Schedule 2.17(b):Part 3.18(b) of the Disclosure Schedule:
(i) None No Seller (and no Related Person of the Sellers any Seller) has or may has the right to acquire any rights under, and none of the Sellers has or may become no Seller is subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.18(c) Each of the Disclosure Schedule, each Contract identified or required to be identified in Part 3.18(a) of the Disclosure Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.18(d) of the Disclosure Schedule:
(i) Each each Acquired Company is, and at all times since December 31January 1, 1992, 2005 has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundApplicable Contract;
(ii) Each to Sellers’ Knowledge, each other Person that has or had party to any obligation or liability under any Applicable Contract under which an Acquired Company has or had any rights is, and at all times since December 31January 1, 1992, 2005 has been, in full compliance with all applicable terms and requirements of such Applicable Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31August 1, 19922005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There Except as set forth in Part 3.18(e) of the Disclosure Statement, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.16(a) of the Disclosure Schedule 2.17(a) contains a complete and accurate listlist in all material respects, and Sellers have Seller has delivered to Buyer true TOG true, complete and complete correct copies, of:
(i) Each Applicable each Contract that involves performance of services or delivery of goods or materials by any Acquired Company Seller of an amount or value in excess of Five Thousand Dollars ($50,0005,000);
(ii) Each Applicable each Contract that involves performance of services or delivery of goods or materials to any Acquired Company Seller of an amount or value in excess of Five Thousand Dollars ($50,0005,000);
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property that involves the payment by or to Seller in excess of Twenty Five Thousand Dollars (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year25,000);
(viv) Each each licensing agreement or other Applicable Contract with respect to patentsPatents, trademarksTrademarks, copyrightsCopyrights, trade secrets or other intellectual propertyIntellectual Property Assets, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmenteach employment Contract with a SSI Employee;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company Seller with any other PersonPerson relating at all to the SSI Business;
(viiivii) Each Applicable each Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of Seller or limit the freedom of any Acquired Company Seller to engage in any line of business or to compete with any Person;
(viii) any plan or commitment or arrangement, written or oral, providing for bonuses, pensions, deferred compensation, retirement payments, profit sharing or the like;
(ix) Each Applicable Contract providing any indebtedness for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsborrowed money;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable each Contract for capital expenditures in excess of Ten Thousand Dollars ($10,000);
(xii) each Contract whereby any individual using services preformed by Seller in the SSI business purports to release or hold harmless Seller from claims; and
(xiii) Each written warranty, guaranty, and/or any other similar undertaking with respect to contractual performance extended by any Acquired Company other than Contract or commitment not made in the Ordinary Course ordinary course of Business; and
business which calls for the expenditures by Seller in any twelve (xiv12) Each amendment, supplement, and modification month period of at least Twenty Five Thousand Dollars (whether oral or written) in respect of any of the foregoing$25,000).
(b) Except as set forth in Schedule 2.17(b):
(iSection 3.16(b) None of the Sellers Disclosure Schedule, no member of Seller has or may acquire any rights under, and none no member or affiliate of the Sellers Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoverySeller.
(c) Except as set forth in Schedule 2.17(c):
(iSection 3.16(c) Each of the Disclosure Schedule, to the Knowledge of Seller, each Contract identified or required to be identified in Section 3.16(a) of the Disclosure Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Section 3.16(d) of the Disclosure Schedule:
(i) Each Acquired Company is, and at Seller is in compliance in all times since December 31, 1992, has been, in full compliance material respects with all applicable the terms and requirements of each Contract under which such Acquired Company Seller has or had any obligation or liability or by which such Acquired Company Seller or any of the assets owned or sued used by such Acquired Company Seller is or was bound;
(ii) Each to the Knowledge of Seller, each other Person person that has or had any obligation or liability under any Contract under which an Acquired Company Seller has or had any rights is, and at is in compliance in all times since December 31, 1992, has been, in full compliance material respects with all applicable the terms and requirements of such Contract;; and
(iii) No to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, of any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) Exhibit 6.10 contains a complete and accurate listlist of, and Sellers have Seller has delivered to Buyer true and complete copies, copies of:
(i) Each Applicable each Contract that involves performance of services or delivery of goods or materials by any Acquired Company PTI of an amount or value in excess of $50,000100,000;
(ii) Each Applicable each Contract that involves performance of services or delivery of goods or materials to any Acquired Company PTI of an amount or value in excess of $50,000;
(iii) Each Applicable each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company PTI in excess of $50,000;
(iv) Each lease, rental or occupancy each lease agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 25,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProperty;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company PTI with any other Person;
(vii) each Contract between or including PTI and an Affiliate;
(viii) Each Applicable each Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of PTI or any Affiliate of PTI or limit the freedom of PTI or any Acquired Company Affiliate of PTI to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or each power of attorney granted by any Person based on sales, purchases, or profits, other than direct payments for goodsPTI that is currently effective;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company PTI other than in the Ordinary Course of Business; and;
(xivxi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing;
(xii) the Contract between PTI and TBNG regarding sharing exploration and drilling expenses and sales proceeds; and
(xiii) the Contract with Inchbrook regarding Registered Capital Transfer of PTI.
(b) Except as set forth in Schedule 2.17(b):
Seller (iand each Affiliate of Seller) None of the Sellers has or may acquire does not have any rights under, and none of the Sellers has under or may become subject to any obligation or liability underunder and does not have the right to require or will not become subject to, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; andPTI;
(iic) To the Knowledge knowledge of Sellers and the Acquired CompaniesSeller or PTI, no officer, director, agent, employee, consultant, or contractor of any Acquired Company PTI is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (Ai) engage in or continue any conduct, activity, or practice relating to the business of any Acquired CompanyPTI, or (Bii) assign to any Acquired Company PTI or to any other Person any rights to any invention, improvement, or discovery.;
(cd) Except as set forth in Schedule 2.17(c):
(i) Each With respect to each Contract identified or required to be identified in Schedule 2.17(aExhibit 6.10 (i) the Contract is legal, valid, binding, enforceable and in full force and effect; (ii) the Contract will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party is in breach or default, and is valid and enforceable in accordance no event has occurred which with its terms; and
(ii) No Contract identified notice or required to be identified in Schedule 2.17(a) contains any term lapse of time would constitute a breach or requirement that is unreasonable, extraordinarydefault, or not customary in permit termination, modification or acceleration, under the industries in which the Acquired Companies operate.
Contract; and (div) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, no party has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had repudiated any obligation or liability or by which such Acquired Company or any provision of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iiie) No event PTI has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has not given to or received from any other Person, at any time since December 31January 1, 19922005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.; and
(ef) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company PTI under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation and knowledge of PTI, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a3.20(a) contains a complete and an accurate list, and Sellers have delivered to Buyer true and complete copies, list of:
(i) Each Applicable each Contract that involves the future performance of services or delivery of goods or materials by any Acquired Company Seller with an aggregate value of an amount or value in excess of more than Twenty Five Thousand Dollars ($50,00025,000), including Seller’s agreements with distributors;
(ii) Each Applicable each Contract that involves future performance of services or delivery of goods or materials to any Acquired Company Seller with an aggregate value of an amount or value in excess of more than Twenty Five Thousand Dollars ($50,00025,000);
(iii) Each Applicable each Contract that was not entered into in the Ordinary Course ordinary course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000business, consistent with past practice;
(iv) Each each lease, rental or occupancy agreementrental, occupancy, license, installment and installment, conditional sale agreement, and other Applicable or similar Contract or arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)providing for future monthly rental payments;
(v) Each each lease, rental, license, installment, conditional sale or similar Contract or arrangement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any Tangible Personal Property providing for future monthly rental payments;
(vi) each licensing agreement or other Applicable applicable Contract with respect to patents, trademarks, copyrights, Seller’s Intellectual Property Rights and Licensed Rights (whether inbound or other intellectual propertyoutbound), including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to Rights or with any labor union Licensed Rights, but excluding licensing agreements or other employee representative of a group of employees relating applicable Contracts with respect to wagescommercial, hours, and other conditions of employmentoff-the-shelf software;
(vii) Each each collective bargaining, employment, deferred compensation, severance and similar agreement, or any other type of Contract with any of Seller’s officers, directors or employees, other than Employee Benefit Plans;
(viii) each franchise, joint venture, partnership, and other Applicable strategic alliance, co-marketing, co-promotion, co-packaging or joint development Contract (however named) or similar Contract involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person;
(viiiix) Each Applicable each Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of Seller or limit the freedom of any Acquired Company Seller to engage in any line of business or to compete with any PersonPerson or which contain any exclusivity, non-competition, non-solicitation or no-hire provisions;
(ixx) Each Applicable each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstandinggoods or services;
(xi) Each Applicable each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damagescapital expenditures;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance by Seller extended by any Acquired Company Seller;
(xiii) each Contract with a Government Body;
(xiv) each other than Contract, if any, with outstanding obligations owing to or from Seller in the Ordinary Course an amount in excess of BusinessTwenty Five Thousand Dollars ($25,000); and
(xivxv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Seller has delivered to Buyer accurate and complete copies of each written contract that is listed on Schedule 3.20(a); provided that with respect to form documents, Seller has delivered to Buyer a copy of the form document only. Schedule 3.20(a) sets forth, with respect to each such Contract, the parties thereto and the name and date thereof.
(b) Except as set forth in Schedule 2.17(b):
(i) None 3.20(b), no Related Person of the Sellers Seller has or may acquire any rights under, and none of the Sellers or has or may become subject to any obligation or liability Liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoveryContract.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified included in the Acquired Assets or required the Assumed Liabilities is legal, valid, binding and enforceable against Seller, and to be identified in Schedule 2.17(a) the Knowledge of Seller, against each other party thereto, is in full force and effect and is valid will continue to be so legal, valid, binding and enforceable and in full force and effect following the assignment of such Contract at the Closing or pursuant to other arrangements in accordance with its terms; and
this Agreement, as the case may be, and (ii) No Contract identified or required Seller is not and, to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonableSeller’s Knowledge, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company no other party is, and at all times since December 31in material breach or default, 1992and, has beento the Knowledge of Seller, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that which would constitute (with or without notice or lapse of timetime or both) may contravene, conflict with, or result in a violation or material breach of, (or give rise to any Acquired Company right of termination, modification, cancellation or other Person the right to declare a default or exercise acceleration) under any remedy under, or to accelerate the maturity or performance such Contract.
(d) There are no current renegotiations of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, the Knowledge of Seller pending attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(fe) The Contracts Each Contract relating to the sale, design, manufacture, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course ordinary course of Business business, consistent with past practice, of Seller and have has been entered into without (i) the commission of any act alone or in concert with any other Person, or (ii) any consideration having been paid or promised, that is or would be in each case in violation of any Legal Requirement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Fox Factory Holding Corp)
Contracts; No Defaults. (a) Schedule 2.17(a) 5.17 contains a complete and accurate list, and Sellers have delivered the Company has made available to Buyer the Parent true and complete copies, ofof each of the following Contracts to which any of the Acquired Companies or the Principal Shareholder is a party or by which any of their respective assets and properties is bound:
(i) Each Applicable each Contract (other than routine purchase orders) that involves or will involve performance of services or delivery of goods or materials by any Acquired the Company of an amount or value value, individually or, for a series of related Contracts, in the aggregate, in excess of $50,000100,000 annually or $10,000 per month;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement of the Company and each other Applicable Contract affecting the ownership ofownership, leasing or use of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 25,000 and with terms of less than one (1) yearyear or less);
(viii) Each each licensing or royalty agreement or other Applicable Contract similar with respect to patents, trademarks, copyrights, copyrights or other intellectual propertyEmployed Intellectual Property, including all agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any orally of the Employed Intellectual Property AssetsProperty, and perpetual, paid-up licenses for commonly available software programs with a value of more than $10,000 under which an Acquired Company is the licensee;
(viiv) Each each collective bargaining agreement and or other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and each other conditions of employmentwritten employment or consulting agreement with any employees or consultants;
(viiv) Each each joint venture, partnership, and other Applicable venture or partnership Contract (however named) or similar Contracts involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company with any other Person;
(viiivi) Each Applicable each Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any of its Affiliates or limit the freedom of any Acquired Company or any of its Affiliates to engage in any line of business or to compete with any Person;
(ixvii) Each Applicable each Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goodsgoods and salesman commission agreements;
(xviii) Each each power of attorney granted by or to any Acquired Company that is currently currently, or will be at the Closing, effective and outstanding;
(xiix) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable each Contract for capital expenditures in excess of $10,00025,000;
(xiiix) Each each Contract between any Acquired Company and its former or current shareholders, directors, officers and employees in excess of $10,000 (other than standard employment and salesman commission agreements previously furnished to or approved by the Parent) or other Contract (excluding Plans) providing for a commitment of employment, consulting or management services for payments at any one time or in any one year in excess of $50,000 or containing severance or indemnification obligations;
(xi) each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company Company, other than in the Ordinary Course of Business;
(xii) each Contract, the termination of or default under which could reasonably be expected to have a Material Adverse Effect on the Acquired Companies;
(xiii) each Contract (other than this Agreement) that (A) limits or restricts the ability of any Acquired Company to declare or pay dividends on, to make any other distribution in respect of or to issue or purchase, redeem or otherwise acquire its capital stock, to incur indebtedness, to incur or suffer to exist any Encumbrance, to purchase or sell any assets and properties, to change the lines of business in which it participates or engages or to engage in any merger or other business combination or (B) requires any Acquired Company to maintain specified financial ratios or levels of net worth or other indicia of financial condition;
(xiv) each Contract under which any Acquired Company has advanced or loaned any funds;
(xv) each Contract under which any Acquired Company subcontracts work to third parties outside of the Ordinary Course of Business;
(xvi) each Contract between or among any Acquired Company, on the one hand, and any other Acquired Company, the Principal Shareholder or any of their affiliates, on the other hand;
(xvii) each Contract (other than routine purchase orders) that (A) involves the obligation to make a payment, pursuant to the terms of any such Contract, by or to any Acquired Company of more than $100,000 annually or $10,000 per month and (B) cannot be terminated within 30 days after giving notice of termination without resulting in any cost or penalty to any Acquired Company; and
(xivxviii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 5.17 sets forth reasonably complete details concerning any unwritten Contracts set forth therein, including the parties to and the dates of the Contracts, and the place where details relating to the Contracts are located.
(b) Except as Each Contract set forth in on Schedule 2.17(b):
5.17 (i) None of collectively, the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a“Applicable Contracts”) is in full force and effect and binding upon the Acquired Company or Principal Shareholder, as applicable, that is party thereto, and, to the Knowledge of the Company, except as described in Schedule 5.17, constitutes a legal, valid and binding agreement of each other party thereto, enforceable in accordance with its terms; and
, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar creditor’s rights laws. The Acquired Companies and the Principal Shareholder each have performed (iiand have no present expectations of not fully performing) No Contract identified or all obligations required to be identified performed by them in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in connection with the industries in which Applicable Contracts and none of the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company isnor the Principal Shareholder nor, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any to the Knowledge of the assets owned Company, any other party to such Contract is in material violation of or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability material default under any such Contract under which an Acquired Company has (or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of timetime or both, would be in violation of or default under any such Contract) may contravene, conflict with, or result in a violation or breach of, or give and no Contract required to be disclosed on Schedule 5.17 has been canceled by any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; andparty thereto.
(ivc) No Acquired Company has given to or received from any other PersonPerson any written or, at any time since December 31to the Knowledge of the Company, 1992, any other notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach of, or default under, any ContractContract identified in Schedule 5.17.
(ed) There Except as set forth in Schedule 5.17, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation Applicable Contract and no such Person Party to any Applicable Contract has made written demand for such renegotiation.
(f) The Contracts relating . Except as disclosed on Schedule 5.17, no current customer has informed the Company that it shall stop or decrease its rate of business with the Company or any of its Subsidiaries or that it desires to renegotiate any Applicable Contract, other than instances which, individually or in the saleaggregate, design, manufacture, or provision will not have a Material Adverse Effect on any of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementCompanies.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) 5.16 contains a complete and accurate list, and Sellers have delivered the Target has made available to Buyer the Parent and the Acquiror true and complete copies, of:
(i) Each each Applicable Contract that involves or will involve performance of services, delivery of goods or payment of funds by the Target of an amount or value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $5,000;
(ii) each Applicable Contract that involves performance of services or services, delivery of goods or materials by or payment of funds to the Target during any Acquired Company twelve (12) month period of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,0005,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000Business;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement of the Target and each other Applicable Contract Contract, in each case affecting the ownership of, leasing of, title to, use of, occupancy, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 5,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or of the Target and each other Applicable Contract Contract, in each case with respect to patents, trademarks, copyrights, or other intellectual propertyIntellectual Property, including agreements with current or former employeesEmployees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement of the Target and each other Applicable Contract Contract, in each case to or with any labor union or other employee Employee representative of a group of employees relating to wages, hours, Employees and each other conditions of employmentwritten or oral employment or consulting agreement with any Employees or consultants (other than the Employment Agreements);
(vii) Each each joint venture, partnership, and other Applicable Contract venture or partnership of the Target (however named) and each other Applicable Contract, in each case involving a sharing of profits, losses, costs, costs or liabilities Liabilities by any Acquired Company the Target with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Target or any of its Affiliates or limit the freedom of the Target or any Acquired Company of its Affiliates to engage in any line of business or to compete with any PersonPerson or pursuant to which any benefit is required to be given or lost as a result of so engaging or competing;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(x) Each each power of attorney granted by or to the Target that is currently currently, or will be at the Closing, effective and outstanding, originals of which shall be delivered to the Parent and the Acquiror on or prior to the Closing;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company the Target to be responsible for consequential incidental, consequential, punitive or special damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,0005,000;
(xiii) Each each Applicable Contract which, to the Knowledge of the Target, will, or could reasonably be expected to, result in a loss to the Target in excess of $5,000;
(xiv) each Applicable Contract in effect presently or during the last twelve (12) months between the Target and its former or current Shareholders, directors, officers, agents and Employees;
(xv) each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance in excess of $5,000 extended by any Acquired Company the Target, other than in the Ordinary Course of Business;
(xvi) each employment or severance agreement or similar arrangement that provides any obligations (absolute or contingent) for the Target or any other Person to make any payment to any officer, director, or Employee or shareholder of the Target after termination;
(xvii) each Contract with (i) any stockholder of the Target, (ii) any affiliate of the Target, (iii) any current or former director, officer, employee or consultant of the Target (other than employment agreements referred to in Section 5.16(a)(xvi));
(xviii) each license or franchise granted by the Target or the Shareholders pursuant to which the Target has agreed to refrain from granting license or franchise rights to any other Person;
(xix) each Contract under which the Target has incurred any indebtedness that is currently owing or given any guarantee in respect of indebtedness;
(xx) each Contract creating or granting a Lien (including Liens upon properties acquired under conditional sales, capital leases or other title retention or security devices);
(xxi) each material Contract that requires consent, approval or waiver of, or notice to, a Governmental Body or other third party in the event of or with respect to the Merger or the transactions contemplated by this Agreement, including in order to avoid termination of or loss of a material benefit under any such Contract;
(xxii) Contract providing for future performance by the Target in consideration of amounts previously paid to the Target;
(xxiii) each Contract containing (whether in the Contract itself or by operation of law) any provisions (w) dealing with a "change of control" or similar event with respect to the Target, (x) prohibiting or imposing any restrictions on the assignment of all or any portion thereof by the Target to any other Person (without regard to any exception permitting assignments to subsidiaries or affiliates), or (y) having the effect of providing that the consummation of any of the transactions contemplated by this Agreement or the execution, delivery or effectiveness of this Agreement or any of the other Transaction Documents will conflict with, result in a violation or breach of, or constitute a default under (with or without notice or lapse of time or both), such Contract or give rise under such Contract to any right of, or result in, a termination, right of first refusal, amendment, revocation, cancellation or acceleration, or loss of material benefit, or to any increased, guaranteed, accelerated or additional rights or entitlements or any person or (z) having the effect of providing that the consummation of any of the transactions contemplated by this Agreement or any of the other Transaction Documents or the execution, delivery or effectiveness of this Agreement or any of the other Transaction Documents will require that a third party be provided with access to source code or that any source code be released from escrow and provided to any third party;
(xxiv) each Contract granting the other party to such Contract or a third party "most favored nation" status that, following the Merger, would in any way apply to the Parent or any of its Subsidiaries (other than the Target);
(xxv) each Contract containing any "non-solicitation" or similar provision that restricts the Target;
(xxvi) each Contract entered into in the last five years in connection with the settlement or other resolution of any suit, claim, action, investigation or proceeding; and
(xivxxvii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 5.16 sets forth reasonably complete details concerning the Contracts set forth therein, including the parties to the Contracts, the amount of the remaining commitment of the Target under the Contracts, if applicable, and the place where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):
5.16, no Shareholder (ior a Related Person of any Shareholder) None of the Sellers has or may acquire any rights under, and none of the Sellers no Shareholder has or may become subject to to, any obligation or liability under, under any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.Target;
(c) Except as set forth in Schedule 2.17(c):
(i) Each 5.16, each Contract identified or required to be identified in Schedule 2.17(a) 5.16 is in full force and effect and effect, is valid legal, valid, binding and enforceable in accordance with its terms; terms against the Target and
(ii) No Contract identified or required , to the Knowledge of the Target, against all of the parties thereto, and may be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in fully enforced against the industries in which parties thereto by the Acquired Companies operateSurviving Corporation from and after the date of the Closing.
(d) Except as set forth in Schedule 2.17(d):5.16:
(i) Each Acquired Company the Target is, and at all times since December 31, 1992times, has been, in full material compliance with all applicable terms and requirements of each Contract under which such Acquired Company has identified or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundrequired to be identified on Schedule 5.16;
(ii) Each to the Knowledge of the Target, each other Person that has or had any obligation or liability Liability under any Applicable Contract under which an Acquired Company has identified or had any rights required to be identified on Schedule 5.16 is, and at all times since December 31, 1992, has been, in full material compliance with all applicable terms and requirements of such Applicable Contract;
(iii) No to the Knowledge of the Target, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give the Target or any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable ContractContract identified or required to be identified on Schedule 5.16; and
(iv) No Acquired Company the Target has not given to or received from any other Person, at any time since December 31January 1, 19921996, any written or, to the Knowledge of the Target, other notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach of, or default under, any ContractContract identified or required to be identified in Schedule 5.16.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company the Target under current or completed Contracts with any Person having Person, and to the contractual or statutory right to demand or require such renegotiation and Knowledge of the Target, no such Person has made written any demand for such renegotiation. No such Person has made any demand for such renegotiation on any Shareholder.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Target have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and the Company or Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 50,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business;
(xiv) each agreement with respect to any hedging, swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions;
(xv) all outstanding standby letters of credit, guarantees, subordination agreements and indemnity agreements, whether or not entered into in the Ordinary Course of Business, under which any Acquired Company may become liable for or obligated to discharge, or any asset of any Acquired Company is or may become subject to the satisfaction of, any indebtedness, obligations, performance or undertaking of other Persons (other than any Acquired Company) involving the potential expenditure by any Company after the date of this Agreement of more than $50,000 in any instance (or any such guarantee, subordination agreement or indemnity agreement involving the potential aggregate expenditure by any Acquired Company of more than $100,000);
(xvi) all Employment Contracts of the Acquired Companies;
(xvii) any Contract or agreement for the payment or receipt of license fees, commissions or royalties to or from any Person anticipated to be in excess of $50,000 individually or on an annual basis (or any such Contract or agreement providing for aggregate payments to or from any Person anticipated to be in excess of $100,000);
(xviii) any other material agreement, commitment, arrangement or plan not made in the Ordinary Course of Business; and
(xivxix) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None none of the Sellers (and no Related Person of any Seller) has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To no officer or director, or to the Knowledge of Sellers and the Acquired Companies, no officer, director, Company or any Seller any agent, employee, consultant, or contractor contractor, of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each each Acquired Company is, and at all times since December 31, 1992, has been, in full material compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each to the Knowledge of the Sellers and of the Acquired Companies, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may is likely to contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or to Sellers’ Knowledge any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31, 19922001, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company in an amount individually in excess of $50,000, or in the aggregate exceeding $100,000, under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aExcept for the Leases and Doge Benefit Plans set forth on Section 5.12(a) contains of the Doge Disclosure Letter, Section 5.11(a) of the Doge Disclosure Letter sets forth a true, complete and accurate listlist of all of the following Contracts to which as of the date of this Agreement, and Sellers have delivered to Buyer true and complete copies, ofDoge or any of its Subsidiaries is a party or is otherwise bound:
(i) Each Applicable Contracts with any Material Supplier;
(ii) each Contract that involves performance requires aggregate future payments to Doge or its Subsidiaries in excess of services $50,000 in any calendar year (collectively, “Material Payors”);
(iii) each Contract that grants to any Person (other than Doge or delivery its Subsidiaries) (A) any “most favored nation” provisions or other price guarantees for a period greater than one year with respect to such payments described in clause (A), or (B) material non-competition, non-solicitation or no-hire provisions imposed on Doge or its Subsidiaries;
(iv) (x) Contracts (including letters of goods intent) entered into since Inception with respect to mergers, acquisitions or materials sales of any Person or other material business unit or division thereof by Doge, any Acquired Company of its Subsidiaries (each an amount “M&A Contract”), or value (y) M&A Contracts in which Doge, any of its Subsidiaries have any material ongoing obligations or liabilities, including deferred purchase price payments, earn-out payments or indemnification obligations;
(v) Contracts establishing partnerships, joint ventures, strategic alliances or other collaborations, in each case, that are material to Doge or its Subsidiaries, taken as a whole;
(vi) each Contract with Governmental Authorities in each case, that is material to Doge or its Subsidiaries, taken as a whole;
(vii) each Contract under which Doge or its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness, (B) granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness, or (C) extended credit to any Person (other than (1) inter-Doge loans and advances and (2) customer payment terms in the ordinary course of business);
(b) Contracts that relate to the settlement or final disposition of any material Action within the last three years pursuant to which Doge or any of its Subsidiaries has ongoing obligations or liabilities, in each case, in excess of $50,000;
(i) each Contract to which Doge, any of its Subsidiaries is a party whereby Doge or any of its Subsidiaries (A) has granted any Person any license, immunity or other rights to a third party in or to any Owned Intellectual Property (other than non-exclusive licenses granted by or to customers in the ordinary course of business) or (B) is granted a license, immunity or other rights from a third party in or to any Intellectual Property (other than (x) licenses to open source software, and non-exclusive licenses in respect of commercially available off-the-shelf software on standard terms, (y) invention assignment agreements with current and former employees, consultants, and independent contractors of Doge and its Subsidiaries and (z) employment agreements with any current or former employee);
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to Contracts with any Acquired Company officer, director, manager, stockholder, member of an amount Affiliate of Doge, any of its Subsidiaries, any or value in excess any of $50,000their respective relatives or Affiliates other than with TZUP or any of its Affiliates (“Affiliate Agreements”) (other than Doge, any of Doge’s Subsidiaries ) (excluding employee confidentiality and invention assignment agreements, equity or incentive equity documents, Governing Documents, employment agreements, Contracts set forth under Section 5.12(a) or Section 5.13(a) of the Doge Disclosure Letter and offer letters for at-will employment set forth on Section 5.13(a) of the Doge Disclosure Letter);
(iii) Each Applicable Contract that was not entered into in the Ordinary Course employment, severance, consulting, and similar Contracts with each current executive officer, director, employee or independent contractor of Business and that involves expenditures Doge or receipts of any Acquired Company its Subsidiaries providing for an annual base salary in excess of $50,00050,000 which is not terminable at-will without any further liability to Doge or its Subsidiaries;
(iv) Each leaseany corporate integrity agreements, rental or occupancy agreement, license, installment and conditional sale agreement, settlement and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales similar agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)Governmental Authorities;
(v) Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each employee collective bargaining agreement or similar Contract between Doge, any of Doge’s Subsidiaries, on the one hand, and other Applicable Contract to or with any labor union or other employee representative body representing employees of a group Doge, any of employees relating to wagesDoge’s Subsidiaries , hours, and on the other conditions of employment;
(vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Businesshand; and
(xivvi) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire Contract pursuant to which any rights under, and none of the Sellers has or may become subject Person provides management services to any obligation or liability under, pursuant to which any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or provides management services to any other Person any rights to any invention, improvement, or discoveryPerson.
(c) Except as All of the foregoing set forth in Schedule 2.17(c):
(ion Section 5.11(a) of the Doge Disclosure Letter, including all amendments and modifications thereto, are sometimes collectively referred to as “Material Contracts.” Doge has furnished or otherwise made available to TZUP true, complete and correct copies of all Material Contracts. Each Material Contract identified or required to be identified in Schedule 2.17(a) sets forth the entire agreement and understanding between Doge and/or its Subsidiaries and the other parties thereto, including a . Each Material Contract is valid, binding and in full force and effect (subject to the Enforceability Exceptions and assuming such Material Contract is a valid and enforceable in accordance with legally binding obligation of the counterparty thereto). None of Doge or its terms; and
(ii) No Contract identified or required Subsidiaries nor, to be identified in Schedule 2.17(a) contains the knowledge of Doge, any term or requirement that is unreasonableother party thereto, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or including any of the assets owned its Subsidiaries, is in default or sued by such Acquired Company violation of any Material Contract in any material respect. There is no event or was bound;
(ii) Each other Person condition that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (constitutes or, with or without notice or lapse the passage of time) may contravenetime or both, conflict withwould constitute any such default or violation by Doge or its Subsidiaries or, or result in to the knowledge of Doge, any other party thereto, including a violation or breach of, or give rise to any Acquired Company acceleration of any obligation or other Person the loss of rights or any right to declare of termination of a default or exercise Material Contract. Since Inception, neither Doge nor any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company of its Subsidiaries has given to or received from any other Person, at any time since December 31, 1992, any notice or request, in each case, in writing, on behalf of any other communication (whether oral party to a Material Contract to terminate, cancel or written) regarding any actual, alleged, possiblenot renew such Material Contract, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid term thereof that would reasonably be expected to have, individually or payable to any Acquired Company under current or completed Contracts with any Person having in the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the saleaggregate, design, manufacturea Material Adverse Effect, or provision of products alleging or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of disputing any act alone breach or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementdefault under such Material Contract.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 4.17(a) of the Primal Disclosure Letter contains a complete and accurate list, and Sellers have Primal has delivered to Buyer ▇▇▇▇▇ true and complete copies, of:
(i) Each each licensing agreement or other Applicable Contract with respect to the Software (collectively, the “Software Licenses”);
(ii) each Applicable Contract with respect to the providing of consulting services by one or more of the Acquired Companies or any of their employees or agents (collectively, the “Consulting Contracts”);
(iii) each Applicable Contract (other than the Software Licenses and the Consulting Contracts) that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,000$ 10,000;
(iiiv) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,00010,000;
(iiiv) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,00010,000;
(ivvi) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(vvii) Each each licensing agreement or other Applicable Contract (other than the Software Licenses) with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viviii) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viiix) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viiix) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ixxi) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xxii) Each each power of attorney that is currently effective and outstanding;
(xixiii) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xiixiv) Each each Applicable Contract for capital expenditures in excess of $$ 10,000;
(xiiixv) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xivxvi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 4.17(a) of the Primal Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies’ office where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):Part 4.17(b) of the Primal Disclosure Letter:
(i) None no stockholder of the Sellers Primal (and no Related Person of any stockholder of Primal) has or may acquire any rights under, and none no stockholder of the Sellers Primal has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 4.17(c) Each of the Primal Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 4.17(a) of the Primal Disclosure Letter is in full force and effect and and, to the Knowledge of Primal, is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 4.17(d) of the Primal Disclosure Letter:
(i) Each each Acquired Company is, and at all times since December 31June 17, 19921996, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each to the Knowledge of Primal, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31June 17, 19921996, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No to the Knowledge of Primal, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31June 17, 19921996, any written notice or other written communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation and Knowledge of the Acquired Companies, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and and, to the Knowledge of Primal, have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i1) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,000;
(ii2) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,000;
(iii3) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,000;
(iv4) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 50,000 and with terms of less than one (1) year);
(v5) Each each licensing agreement or other Applicable Contract with respect to material patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi6) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii7) Each each material joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each 8) each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or limit the freedom of any Acquired the Company to engage in any line of business or to compete with any Person;
(ix9) Each each Applicable Contract involving more than $50,000 and providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x10) Each each power of attorney that is currently effective and outstanding;
(xi11) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xii12) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiii13) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xiv14) Each each material amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i1) None neither Seller (nor any Related Person of the Sellers either Seller) has or may acquire any rights under, and none neither Seller (nor any Related Person of the Sellers either Seller) has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii2) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any Contract with the Company that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i1) Each Acquired the Company is, and at all times since December 31January 1, 1992, 1998 has been, in full material compliance with all applicable terms and requirements of each material Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound;
(ii2) Each to the actual Knowledge of the Sellers and the persons who are entering into the Employment and Noncompetition Agreements each other Person that has or had any obligation or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31January 1, 1992, 1998 has been, in full material compliance with all applicable terms and requirements of such Contract;
(iii3) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may may, in any material respect, contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable ContractContract and no notice has been received of such event or circumstance or declaring a default; and
(iv4) No Acquired the Company has not given to nor have the Sellers in their capacity as employees, officers or directors or otherwise received from any other Person, at any time since December 31January 1, 1992, 1998 any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any material Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for any such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementRequirement except for such violations as shall not have a Material Adverse Effect.
Appears in 1 contract
Sources: Stock Purchase Agreement (South Financial Group Inc)
Contracts; No Defaults. (a) Schedule 2.17(a3.20(a) contains a an accurate and complete and accurate list, and Sellers have delivered Seller has made available to Buyer true accurate and complete copies, of:
(i) Each Applicable each Seller Contract that involves performance of services or delivery of goods or materials by any Acquired Company Seller of an amount or value in excess of $50,000;
(ii) Each Applicable each Seller Contract that involves performance of services or delivery of goods or materials to any Acquired Company Seller of an amount or value in excess of $50,000;
(iii) Each Applicable each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company Seller in excess of $50,00010,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable each Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 25,000 and with terms a term of less than one (1) year);
(v) Each licensing agreement or other Applicable each Seller Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, hours and other conditions of employment;
(vi) each Seller Contract with any independent third party relating to the delivery or administration of any employee benefits to Seller’s employees;
(vii) Each joint ventureeach Contract which is in respect of the employment, partnership, and other Applicable compensation or indemnification of a director or executive officer of Seller;
(viii) each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person;
(viiiix) Each Applicable each Seller Contract containing covenants that in any way purport to restrict any Acquired Company's Seller’s business activity or limit the freedom of any Acquired Company Seller to engage in any line of business or to compete with any Person;
(ixx) Each Applicable each Seller Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(xxi) Each each power of attorney of Seller that is currently effective and outstanding;
(xixii) Each Applicable each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages;
(xiixiii) Each Applicable each Seller Contract for capital expenditures in excess of $10,00025,000;
(xiiixiv) Each each Seller Contract not denominated in U.S. dollars in excess of $25,000;
(xv) each written warranty, guaranty, guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business;
(xvi) each Contract that provides for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person;
(xvii) each Contract that involves, as parties thereto, Seller, on the one hand, and any of the directors, officers or other Affiliates of Seller or any Person that owns or controls more than ten percent of any class of capital stock or other equity interest of Seller and each such Person’s respective directors, officers or other Affiliates, on the other hand;
(xviii) each Contract that establishes or relates to a joint venture or partnership involving Seller;
(xix) each Contract that constitutes a mortgage, indenture, note, installment obligation or other instrument relating to the borrowing of money or under which it has imposed a security interest on any of the Purchased Assets;
(xx) each Contract which constitutes a guarantee of any obligation of another Person;
(xxi) each other Contract that is material to the Purchased Assets or the operation of the Business and not previously disclosed pursuant to this Section 3.20(a);
(xxii) each Real Property Lease (each of which are deemed to constitute Seller Contract for the purposes of this Agreement); and
(xivxxiii) Each each material amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers 3.20(b), no Shareholder has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, under any Contract that relates to the business of, Business or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoveryPurchased Assets.
(c) Except as set forth in Schedule 2.17(c3.20(c):
(i) Each each Assigned Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No each Assigned Contract identified or required is assignable by Seller to be identified in Schedule 2.17(a) contains Buyer without the consent of any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operateother Person.
(d) Except as set forth in on Schedule 2.17(d3.20(d):
(i) Each Acquired Company Seller is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundSeller Contract;
(ii) Each to the Knowledge of Seller each other Person that has or had any obligation or liability under any Seller Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No to the Knowledge of Seller no event has occurred or circumstance exists that (with or without notice or lapse after the expiration of timeany applicable cure period) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable Seller Contract;
(iv) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or after the expiration of any applicable cure period ) would cause the creation of any Encumbrance affecting any of the Purchased Assets; and
(ivv) No Acquired Company Seller has not given to or received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any Assigned Contract.
(e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts Each Contract relating to the sale, design, manufacture, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course of Business of Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a2.19(a) contains a an accurate and complete and accurate list, and Sellers have Seller has delivered to Buyer true accurate and complete copies, of:
(i) Each Applicable each Seller Contract that involves performance of services or delivery of goods or materials by any Acquired Company Seller of an amount or value in excess of fifty thousand dollars ($50,000) annually;
(ii) Each Applicable each Seller Contract that involves performance of services or delivery of goods or materials to any Acquired Company Seller of an amount or value in excess of fifty thousand dollars ($50,000) annually;
(iii) Each Applicable each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company Seller in excess of twenty thousand dollars ($50,00020,000) annually;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable each Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than twenty thousand dollars ($10,000 20,000) annually and with terms a term of less than one (1) year);
(v) Each licensing agreement or other Applicable each Seller Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, hours and other conditions of employment;
(viivi) Each joint venture, partnership, and other Applicable each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person;
(viiivii) Each Applicable each Seller Contract containing covenants that in any way purport to restrict any Acquired Company's Seller’s business activity or limit the freedom of any Acquired Company Seller to engage in any line of business or to compete with any Person;
(ixviii) Each Applicable each Seller Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goodsgoods or services;
(xix) Each each power of attorney of Seller that is currently effective and outstanding;
(xix) Each Applicable each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages;
(xiixi) Each Applicable each Seller Contract for capital expenditures in excess of twenty thousand dollars ($10,00020,000);
(xii) each Seller Contract not denominated in U.S. dollars;
(xiii) Each each written warranty, guaranty, guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Schedule 2.19(a) sets forth the parties to the Contracts and the dates of the Contracts.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers 2.19(b), no Shareholder has or may acquire any rights under, and none of the Sellers no Shareholder has or may become subject to any obligation or liability under, any Contract that relates to the business of, of Seller or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoveryAssets.
(c) Except as set forth in Schedule 2.17(c2.19(c):
(i) Each each Contract identified or required to be identified in Schedule 2.17(a2.19(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms; and;
(ii) No each Contract identified or required to be identified in Schedule 2.17(a2.19(a) contains and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any term other Person; and
(iii) to the Knowledge of Seller, no Contract identified or requirement that required to be identified in Schedule 2.19(a) and which is unreasonableto be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a material adverse effect on the business, extraordinary, assets or not customary in condition of Seller or the industries in which business to be conducted by Buyer with the Acquired Companies operateAssets.
(d) Except as set forth in Schedule 2.17(d2.19(d):
(i) Each Acquired Company Seller is, and at all times since December 31, 1992, 2016 has been, in full material compliance with all applicable terms and requirements of each Seller Contract under which such Acquired Company has or had any obligation or liability or is being assumed by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundBuyer;
(ii) Each to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times since December 31, 19922016, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable ContractSeller Contract that is being assigned to or assumed by Buyer;
(iv) to the Knowledge of Seller, no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and
(ivv) No Acquired Company Seller has not given to or received from any other Person, at any time since December 31, 19922016, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any ContractContract which is being assigned to or assumed by Buyer.
(e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts Each Contract relating to the sale, design, manufacture, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course of Business of Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) contains a complete and accurate list, and Sellers have ▇▇▇▇ has delivered to Buyer Hathaway true and complete copies, copies of:
(i1) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000Company;
(ii2) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000Company;
(iii3) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000Business;
(iv4) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)property;
(v5) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi6) Each collective bargaining agreement and other each Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii7) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each 8) each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix9) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x10) Each each power of attorney given by or to any Acquired Company that is currently effective and outstanding;
(xi11) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii12) Each each Applicable Contract for capital expenditures in excess of $10,000expenditures;
(xiii13) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of BusinessCompany; and
(xiv14) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of ▇▇▇▇ or any Former Limited Partner (and no Related Person of any of the Sellers foregoing) has or may acquire any rights under, and none of the Sellers foregoing has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, partner, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, partner, agent, employee, consultant, or contractor to (Ai) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (Bii) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(aPart 3.18(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required terms subject to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonablethe effect of bankruptcy, extraordinaryinsolvency, or not customary in reorganization, receivership, moratorium and other similar laws affecting the industries in which the Acquired Companies operaterights and remedies of creditors generally.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;.
(iie) Each other To ▇▇▇▇'▇ Knowledge, no Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, is now in full compliance with all material default of any applicable terms and requirements of such Contract;.
(iiif) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or material breach of, or give any Acquired Company or Company, and to the Knowledge of ▇▇▇▇ no other Person has, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and.
(ivg) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential material violation or breach of, or default under, any Contract.
(eh) There are no continuing renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(fi) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Purchase Agreement (Hathaway Corp)
Contracts; No Defaults. (a) Annex 5.17(a) to this Schedule 2.17(a) B contains a complete and accurate list, and Sellers have delivered Cinemex has, in the case of written Contracts, made available to Buyer Buyers true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company one or more of the Cinemex Companies of an amount or value in excess of $50,0001,000,000 pesos (excluding Contracts that are terminable by a Cinemex Company without penalty or cost to the Cinemex Companies in excess of $1,000,000 pesos);
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or other liabilities and/or receipts of any Acquired Company one or more of the Cinemex Companies in excess of $50,0001,000,000 pesos (excluding Contracts that are terminable by a Cinemex Company without penalty or cost to the Cinemex Companies in excess of $1,000,000 pesos);
(iii) each loan agreement, promissory note, bond, letter of credit or other Applicable Contract evidencing Cinemex Indebtedness or any guarantee or similar obligation of any Cinemex Company with respect to indebtedness for borrowed money or any other similar payment obligation of any Person (other than any Cinemex Company);
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other similar interest in, any real or personal property (except any personal property leases and installment and conditional sales agreements lease having a value per item or aggregate payments of less than $10,000 1'000,000 pesos and with terms a term of less than one (1) year);
(v) Each each material licensing agreement or other material Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any intellectual property other than (x) any licensing agreements or other Applicable Contracts entered into by any Cinemex Company in the Ordinary Course of Business which primarily relate to the Intellectual Property Assetsexhibition by such Cinemex Company of a particular motion picture or (y) "shrink-wrap" or other software licenses generally available from commercial venders or retailers which do not require ongoing royalty payments;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other similar Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Cinemex Company with any other Person, excluding Contracts entered into in the Ordinary Course of Business by a Cinemex Company;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of any Cinemex Company or any affiliate of any Cinemex Company or limit the freedom of any Acquired Cinemex Company or any affiliate of any Cinemex Company to engage in any line of business or to compete with any PersonPerson or in any territory;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract , excluding Contracts entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damagesa Cinemex Company;
(xiix) Each other than those held by Messrs. Davila, Fastlicht and Heyman, each power of attorney for (A) ac▇▇ ▇▇ ownership, (B) a▇▇▇ ▇▇ management or (C) to subscribe or execute negotiable instruments, in each case, that is currently effective and outstanding and which will not be terminated prior to the Closing;
(xi) each Applicable Contract under which a Cinemex Company is committed for individual capital expenditures in excess of $10,0002'500,000 pesos or aggregate capital expenditures in excess of $10'000,000 pesos;
(xii) each employment, consulting or other similar Applicable Contract with employees or consultants of any Cinemex Company remaining in effect after the Closing Date and which are not terminable at the will of the applicable Cinemex Company without cost or liability to any Cinemex Company; and
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Annex 5.17(b) to this Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject B to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, Cinemex no officer, director, agent, key employee, consultant, consultant or contractor of any Acquired Cinemex Company is bound by any Contract that purports to limit the ability of such officer, director, agent, key employee, consultant, or contractor to (Ai) engage in or continue any conduct, activity, or practice relating material to the business of any Acquired Cinemex Company, or (Bii) assign to any Acquired Cinemex Company or to any other Person any rights to any invention, improvement, improvement or discovery.
(c) Except as set forth in Annex 5.17(c) to this Schedule 2.17(c):
(i) Each B, each Contract identified or required to be identified in Annex 5.17
(a) to this Schedule 2.17(a) B is in full force and effect and is valid and enforceable against the Cinemex Company party thereto in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Annex 5.17(d) to this Schedule 2.17(d):B:
(i) Each Acquired each Cinemex Company is, and at all times since December 31January 1, 1992, 2002 has been, in full substantial compliance with all applicable material terms and requirements of each material Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundidentified on Annex 5.17
(a) to this Schedule B;
(ii) Each to the Knowledge of Cinemex, each other Person that has or had any material obligation or liability under any material Contract under which an Acquired Company has identified or had any rights required to be identified on Annex 5.17
(a) to this Schedule B is, and at all times since December 31January 1, 1992, 2002 has been, in full substantial compliance with all applicable material terms and requirements of such Contract;
(iii) No to the Knowledge of Cinemex, no event has occurred or circumstance exists that (with or without notice or lapse of time) may would reasonably be expected to contravene, conflict with, or result in a violation or breach of, or give (x) any Acquired Person other than a Cinemex Company or other Person (y) to the Knowledge of Cinemex, any Cinemex Company the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractmaterial Contract identified on Annex 5.17(a) to this Schedule B; and
(iv) No Acquired no Cinemex Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other written communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.material Contract on Annex 5.17(a) to this Schedule B; and
(ev) There there are no pending renegotiations of, current attempts to renegotiate, or outstanding rights to renegotiate any material terms and conditions or material amounts paid or payable to any Acquired Cinemex Company under current or completed any of the material Contracts identified on Annex 5.17(a) to this Schedule B with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Loews Cineplex Entertainment Corp)
Contracts; No Defaults. (a) Schedule 2.17(a) contains a complete Except for purchase orders and accurate listinvoices, and Sellers have delivered Contracts relating to Buyer true and complete copiesinsurance policies set forth on Section 4.15 of the Parent Disclosure Schedule, of:as of the date hereof, no Transferred Entity is a party to or bound by any of the following Contracts (each such Contract, a “Business Material Contract”):
(i) Each Applicable any Contract that involves performance Parent reasonably anticipates will involve annual payments or consideration furnished by or to a Transferred Entity of services more than $5,000,000 and which are not cancelable (without penalty, cost or delivery other liability) upon notice of goods ninety (90) days or materials by less;
(ii) any Acquired Company of an amount or Government Contract with a total estimated value in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,0002,500,000;
(iii) Each Applicable any Real Property Leases involving annual payments in excess of $500,000.
(iv) any Indebtedness, note, debenture, other evidence of indebtedness, indenture, guarantee, loan agreement, credit agreement, security agreement, mortgage, letter of credit, reimbursement agreement or financing agreement or instrument or other Contract for money borrowed by the Transferred Entities (other than intercompany indebtedness owing by one Transferred Entity to another Transferred Entity), in each case, having an outstanding principal amount in excess of $5,000,000;
(v) any Contract evidencing any obligations of any of the Transferred Entities with respect to the issuance, sale, repurchase, acquisition or redemption of any Equity Interests or assets of the Transferred Entities (other than in the Ordinary Course of Business), involving payments in excess of $5,000,000 other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material ongoing obligations;
(vi) any Contract that was not grants any rights of first refusal or rights of first offer to any Person with respect to any material asset or Equity Interests of any of the Transferred Entities;
(vii) any Contract that contains a “most favored nation” provision that materially restricts the business of the Transferred Entities, taken as a whole;
(viii) any Contract purporting to indemnify or hold harmless any director, officer or employee of any of the Transferred Entities (other than the Organizational Documents of the Transferred Entities), other than any such Contract that will be terminated at or prior to the Closing without continuing obligations of Purchaser or the Transferred Entities following the Closing;
(ix) any Contract under which the Transferred Entities have material indemnification obligations to any Person with respect to liabilities relating to the Transferred Entities, other than Contracts entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000Business;
(ivx) Each any lease, rental or occupancy agreement, licenselicense (other than licenses of or to Intellectual Property), installment and conditional sale agreementagreement or other Contract that, and other Applicable Contract affecting in each case, (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property and (except personal property leases and installment and conditional sales agreements having y) involves annual payments in excess of $2,500,000;
(xi) any joint venture Contract, partnership agreement or limited liability company agreement with a value per item or aggregate payments third party (in each case, other than with respect to wholly owned Subsidiaries of less than $10,000 and with terms of less than one (1) yearParent);
(vxii) Each licensing agreement or other Applicable any Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding requiring capital expenditures after the appropriation or the non-disclosure date of any this Agreement in an annual amount in excess of the Intellectual Property Assets$5,000,000;
(vixiii) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each Applicable Contract containing covenants that expressly limiting in any way purport to restrict any Acquired Company's business activity or limit material respect the freedom of the Transferred Entities to compete with any Acquired Company to engage Person in any a product line or line of business or to compete with operate in any Persongeographic area, containing a grant of exclusivity by any Transferred Entity to any other Person or containing covenants expressly limiting the freedom of the Transferred Entities to (A) use, assert, enforce, or otherwise exploit any material Business Intellectual Property anywhere in the world (including, but not limited to, settlement agreements or co-existence agreements) or (B) develop or distribute any material Intellectual Property;
(ixxiv) Each Applicable Contract providing for payments to any employment agreement or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures the employment or engagement of any officer, individual employee, consultant, independent contractor or other person on a full-time, part-time, consulting or other basis (A) providing annual cash compensation opportunities in excess of $10,000300,000, or (B) otherwise restricting any Transferred Entity’s ability to terminate the employment or engagement of any employee or consultant at any time or any lawful reason or for no reason on less than sixty (60) days’ notice and without penalty or liability by the Transferred Entity or Parent (except to the extent required by applicable Law);
(xiiixv) Each written warrantyany Contracts, guaranty, and/or other programs or policies providing for change of control or similar undertaking payments or benefits (A) sponsored or maintained by any Transferred Entity or with respect to contractual performance extended by which any Acquired Company Transferred Entity or Parent has any liability or obligation, and (B) to which any Business Employee or Business Service Provider is party;
(xvi) any settlement, conciliation or similar agreement with any Governmental Entity or similar Contract pursuant to which any Transferred Entity is obligated to pay after the date of this Agreement consideration in excess of $2,500,000 or to satisfy any material non-monetary obligations;
(xvii) any Contract with any labor or trade union, works council or other employee representative body;
(xviii) any stockholder, voting trust, or similar Contract relating to the voting of Equity Interests of the Transferred Entities; and
(xix) any Contract pursuant to which a Transferred Entity (x) licenses material Intellectual Property from a third party, other than click-wrap, shrink-wrap and off-the-shelf software licenses, and any other software licenses that are commercially available on reasonable terms to the public generally or (y) licenses material Business Intellectual Property to a third party, other than non-disclosure and confidentiality agreements, employee invention assignments, customer agreements, agreements with information technology service providers and vendors, and similar agreements entered into in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in All of the Contracts listed on Section 4.10 of the Parent Disclosure Schedule 2.17(b):
are (i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect effect, subject to the Enforceability Exceptions, and is valid and enforceable in accordance with its terms; and
(ii) No represent the valid and binding obligations of the Transferred Entity party thereto and, to the Knowledge of the Sellers, represent the valid and binding obligations of the other parties thereto. Except, in each case, where the occurrence of such breach or default would not be material to the Business as of the date of this Agreement (x) neither the Transferred Entities nor, to the Knowledge of the Sellers, any other party thereto is in breach of or default under any such Contract, (y) as of the date hereof, neither Parent nor the Transferred Entities have received any written claim or notice of breach of or default under any such Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or has not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company isbeen resolved, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any (z) as of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights isdate hereof, and at all times since December 31to the Knowledge of the Sellers, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred which would reasonably be expected to result in a breach of or circumstance exists that a default under any such Contract (in each case, with or without notice or lapse of time) may contravenetime or both). Other than the specified Contracts pursuant to which benefits thereunder will be made available to the Purchaser pursuant to, conflict with, or result in a violation or breach and subject to the terms of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy underTransition Services Agreement, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There there are no renegotiations of, attempts to renegotiate, Contracts that primarily or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating exclusively relate to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that for which a Transferred Entity is or would be in violation of any Legal Requirementnot party to.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) 3.1.16 contains a complete and accurate list, and --------------- Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,0001,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,0001,000;
(iviii) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 1,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) Each each power of attorney that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for special, exemplary or consequential damages;
(xiixi) Each each Applicable Contract for capital expenditures in excess of $10,0001,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business;
(xiii) each warehouse, safety deposit box and other storage rental or lease agreement to which any Acquired Company is a party or pursuant to which any assets of any Acquired Company are stored; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):3.1.16: ---------------
(i) None none of the Sellers (and no Related Person of any Seller) has or may acquire any rights under, and none of the Sellers no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or rights owned, used or exercised by, any Acquired Company; and
(ii) To to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth None of the Sellers and no Acquired Company has taken any action that could result in Schedule 2.17(c):
(i) Each the termination, or could materially impair the validity or enforceability of any Contract identified or required to be identified in Schedule 2.17(a) is in full force 3.1.16 and effect none of the Sellers and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified no Acquired Company has any --------------- Knowledge or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operatesuch action having been taken by any other Person.
(d) Except as set forth in Schedule 2.17(d):3.1.16: ---------------
(i) Each each Acquired Company is, and at all times since December 31, 1992, 1999 has been, in full compliance in all material respects with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, 1999 has been, in full compliance in all material respects with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of timetime or both) may contravene, conflict with, or is reasonably likely to result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31, 19921999, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Part 4.16(a) of the Sellers Disclosure Schedule 2.17(a) contains a complete and accurate listlist as of the date hereof, and Sellers have the Company has delivered or specifically identified and made available to Buyer true and complete copies, of:of the following Contracts (other than those that were entered into in the Ordinary Course of Business consistent with past practice or that will terminate by their terms within sixty (60) days of the date hereof or that are terminable upon no more than sixty (60) days' notice without any material termination or similar fee coming due from the applicable Acquired Company) (the "MATERIAL CONTRACTS"):
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,000250,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,000250,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,000250,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 250,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any affiliate of an Acquired Company or limit the freedom of any Acquired Company or any affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000500,000;
(xiii) Each each written warranty, guaranty, and/or guaranty and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business;
(xiv) each Applicable Contract granting the right to acquire assets, equity securities or other securities of or other direct or indirect ownership interest in any Person (other than Acquired Companies) of a value in excess of $250,000; and
(xivxv) Each each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers No Seller (and no Related Person) has or may acquire any rights under, and none of the Sellers no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired CompanyMaterial Contract; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no No officer, director, agent, employee, consultant, director or contractor Significant Employee of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, officer or contractor director to (A) engage in or continue any conduct, activity, activity or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, improvement or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aWith the exception of Publishing Contracts, Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each Applicable each Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,00050,000.00;
(ii) Each Applicable each Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,00050,000.00;
(iii) Each Applicable each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,00050,000.00;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (150,000.00) year)owned or used by an Acquired Company;
(v) Each each material licensing agreement or other Applicable Contract with respect to patentsProprietary Rights of an Acquired Company, trademarksincluding, copyrightswithout limitation, or other intellectual property, including agreements with current or former employees, consultantsconsultants (software consultants and other), software and hardware vendors or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProprietary Rights and agreements pursuant to which any Person has been granted an ownership interest in or a license to use Proprietary Rights of an Acquired Company;
(vi) Each each collective bargaining agreement and other Applicable Contract to or that any Acquired Company has with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each Applicable each Contract containing covenants that in any way directly or indirectly purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company or any Related Person of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable each Contract providing for annual payments in excess of $50,000 by an Acquired Company to any Person or by any Person to an Acquired Company (including, without limitation, all Contracts that the Acquired Companies have with sales representatives) based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each Applicable each Contract entered into other than in the Ordinary Course of Business that contains or provides for by an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract providing for capital expenditures in excess of $10,00050,000.00;
(xiiixii) Each each written warranty, guaranty, and/or or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business;
(xiii) each Contract by an Acquired Company with illustrators, artists and advisors with respect to the content and subject matter of published books or books being considered for publication providing for payments in excess of $7,500; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or . All Contracts required to be identified listed in Schedule 2.17(aPart 3.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person Disclosure Letter are herein called the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract"Material Contracts.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement."
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a4.17(a) contains a complete and accurate list, and Sellers have PMH has delivered to Buyer Purchaser true and complete copies, ofof each of the following:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies or otherwise in connection with the Business of an amount or value in excess of $CHF 50,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies or otherwise in connection with the Business of an amount or value in excess of $CHF 50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies or otherwise in connection with the Business in excess of $CHF 50,000, which are also set forth on Schedule 4.17(a)(iii);
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 CHF 50,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements with current or former employeesemployees which are still in effect, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAssets other than those agreements with employees entered into in the Ordinary Course of Business;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wagesemployees, hours, and other conditions of employmentwhich are also set forth on Schedule 4.17(a)(vi);
(vii) Each each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person, which are also set forth on Schedule 4.17(a)(vii);
(viii) Each each Applicable Contract containing covenants that in any material way purport to restrict the business activity of any Acquired Company's business activity Company or any Related Person of an Acquired Company or limit the freedom of any Acquired Company or any Related Person of an Acquired Company in any material way to engage in any of its line of business or to compete with any PersonPerson in its lines of business, which are also set forth on Schedule 4.17(a)(viii);
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstandingoutstanding for any Acquired Company, which are also set forth on Schedule 4.17(a)(x);
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for indirect, consequential or punitive damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000CHF 50,000;
(xiii) Each each written warranty, guaranty, and/or guaranty and other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each material amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Schedule 4.17(a) sets forth sufficient details concerning such Contracts to identify the Contracts.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired CompaniesPMH's Knowledge, no officer, director, agent, employee, consultant, officer or contractor employee of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, officer or contractor employee to (A) engage in or continue any conduct, activity, activity or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any material rights to any invention, improvement, improvement or discoverydiscovery made in the course of said officer's or employee's employment.
(c) Except as set forth in Schedule 2.17(c):
(i) Each 4.17(c), each Contract identified or required to be identified in Schedule 2.17(a4.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified terms in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operateall material respects.
(d) Except as set forth in Schedule 2.17(d4.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance in all material respects with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each to PMH's Knowledge, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance in all material respects with all applicable terms and requirements of such Contract;
(iii) No to PMH's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may would reasonably be expected to contravene, conflict with, with or result in a material violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or alleged potential material violation or breach of, or default under, any Contract, which violation, breach or default has not been cured.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate of any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.15(a) of Sellers’ Disclosure Schedule 2.17(a) contains a complete and an accurate list, and Sellers have delivered to Buyer true and complete copies, list of:
(i) Each Applicable each material Company Contract that involves performance of services or delivery of goods or materials by any Acquired the Company;
(ii) each Company Contract that involves performance of services for or delivery of goods or materials to the Company of an amount or value in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $US$50,000;
(iii) Each Applicable each Company Contract that was not entered into in the Ordinary Course of Business and that involves expenditures the expenditure or receipts receipt by the Company of any Acquired Company an amount or value in excess of $US$50,000;
(iv) Each leaseeach Company Contract that is a (A) mortgage, rental or occupancy agreementindenture, licensenote, installment and conditional sale obligation or other instrument relating to the borrowing of money, (B) letter of credit, bond or other indemnity (including letters of credit, bonds or other indemnities as to which the Company is the beneficiary but excluding endorsements of instruments for collection in the Ordinary Course of Business) or (C) currency or interest rate swap, collar or hedge agreement, and other Applicable ;
(v) each Company Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having (A) a value per item or aggregate payments of less than $10,000 US$50,000 and with terms (B) a term of less than one (1) year);
(vvi) Each licensing agreement or other Applicable each Company Contract with respect to patents, trademarks, copyrights, or other intellectual property, Intellectual Property (including agreements Contracts with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property), except for any license implied by the sale of a product and perpetual, paid-up licenses for commonly available software programs with a value of less than US$50,000 under which the Company is the licensee, and the list identifies those pursuant to which the Company uses Intellectual Property Assetsowned by a third party;
(vivii) Each collective bargaining agreement and other Applicable each Company Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viiviii) Each joint venture, partnership, and other Applicable each Company Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities Liabilities by any Acquired the Company with any other Person;
(viiiix) Each Applicable each Company Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or limit the freedom of any Acquired the Company to engage in any line of business or to compete with any Person;
(ixx) Each Applicable each Company Contract providing for payments to or by any Person based on or determined by reference to sales, purchases, purchases or profits, other than direct payments for goods; outstanding;
(xxi) Each each power of attorney that is currently effective and outstanding;and
(xixii) Each Applicable each Company Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xiixiii) Each Applicable each Company Contract for capital expenditures in excess of $10,000;US$50,000; and
(xiiixiv) Each each written warranty, guaranty, and/or guaranty or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth Sellers have delivered to Buyer a true and complete copy (in Schedule 2.17(b):
the case of each written Company Contract) or an accurate and complete written summary (iin the case of each oral Company Contract) None of each of the Sellers has or may acquire any rights under, and none Company Contracts listed on Section 3.15(a) of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoverySellers’ Disclosure Schedule.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Company Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No . Neither the Company nor any other party to a Company Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or Contravened any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such a Company Contract;
(iii) . No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, constitute or result directly or indirectly in a violation or breach ofContravention of any Company Contract. To Sellers’ Knowledge, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has not given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral written or writtenoral) regarding any actual, alleged, possible, alleged or potential violation or breach of, or default under, Contravention of any Company Contract.
(ed) No party to a Company Contract has repudiated any provision of it. There currently are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Company Contracts, nor has any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiationrenegotiation been made. No Seller has Knowledge that any party to a Company Contract does not intend to renew it.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement
Contracts; No Defaults. (a) Schedule 2.17(a) contains a complete and accurate list, and Sellers have delivered to Buyer The Data Room Documents include true and complete copiescopies of (collectively, of:the "Material Contracts"):
(i) Each Applicable each Contract to which an Acquired Company is a party that is currently in effect on a continual basis and involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,000150,000 per year;
(ii) Each Applicable each Contract to which an Acquired Company is a party that is currently in effect on a continual basis and involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,000150,000 per year;
(iii) Each Applicable each Contract to which an Acquired Company that is currently in effect on a continual basis and was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,00075,000 per year;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting to which an Acquired Company is a party that affects the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property that is currently in effect on a continual basis (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and 50,000 or with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to which an Acquired Company is a party that is currently in effect on a continual basis and relates to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract Contracts to or which an Acquired Company is a party that is currently in effect on a continual basis with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmententered into by any Acquired Company;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each Applicable each Contract currently in effect on a continual basis containing covenants that in any way purport to restrict any Acquired Company's the business activity or limit the freedom of any Acquired Company to engage in or any line affiliate of business or to compete with any Personan Acquired Company;
(ix) Each Applicable each Contract providing to which an Acquired Company is a party that is currently in effect on a continual basis and provides for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each Applicable each Contract to which an Acquired Company is a party that is currently in effect on a continual basis entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable each Contract to which an Acquired Company is a party that is currently in effect on a continual basis for capital expenditures in excess of $10,00050,000 per year;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business;
(xiv) each Contract to which an Acquired Company is a party that is currently in effect that contains a term of longer than one year and is not terminable by the Acquired Company party thereto without penalty on notice of six months or less; and
(xivxv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
Other than the Management and Noncompetition Agreements applicable to each Seller, no Seller (iand no Related Person of any Seller) None of the Sellers has or may acquire any rights under, and none of the Sellers no Seller has or may become subject to any obligation or liability under, any Contract to which any Acquired Company is a party that relates to the business of, or any of the assets owned or used by, any Acquired Company; and.
(iic) To the Knowledge of Sellers and the Acquired CompaniesSellers' Knowledge, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (Ai) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (Bii) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(cd) Except as set forth in Schedule 2.17(c):With respect to each Material Contract:
(i) Each such Material Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; andeffect;
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each each Acquired Company is, and at all times since December 31, 1992, during the term thereof has been, in full compliance in all material respects with all applicable the terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundMaterial Contract;
(iiiii) Each to Sellers' Knowledge, each other Person that has or had any obligation or liability under any such Material Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, during the term thereof has been, in full compliance in all material respects with all applicable terms and requirements of such Material Contract;
(iiiiv) No to Sellers' Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable such Material Contract; and
(ivv) No no Acquired Company has given to or received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or writtenwritten or, to Sellers' Knowledge, oral) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any such Material Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts any Material Contract with any Person having the contractual or statutory right and, to demand or require such renegotiation and Sellers’ Knowledge, no such Person has made written demand for such renegotiation.
(f) The Material Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
(g) No Acquired Company has entered into any Contract that gives a party to such Contract, other than an Acquired Company, the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify such Contract solely as a result of the termination or resignation of any director or officer of such Acquired Company.
(h) Except as Fairly Disclosed in the Data Room Documents, neither the Company's execution and delivery of this Agreement and the Transaction Documents to which the Company is a party, nor the consummation of the Contemplated Transactions, will, directly or indirectly (with or without notice or lapse of time), contravene, conflict with, or result in a violation or breach of any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify any Material Contract.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.16(a) of the Disclosure Letter contains a complete and accurate list, and Sellers Stockholders have delivered made available to Buyer true and complete copiescopies (or written summaries in the case of oral arrangements), of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of for an amount or having a value in excess of $50,00020,000;
(ii) Each each Applicable Contract that involves performance of services for, or delivery of goods or materials to any Acquired the Company of for an amount or having a value in excess of $50,00020,000;
(iii) Each each Applicable Contract that was not entered into in the Company's Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,0005,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract agreement affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 5,000 and with terms of less than one (1) year);
(v) Each each licensing agreement, sales agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including property (other than licensing agreements normally accompanying non-material software programs such as WordPerfect(TM) and Quicken(TM));
(vi) each currently effective Applicable Contract with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;; COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT
(vivii) Each each collective bargaining agreement Applicable Contract and each other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viiviii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiiix) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or, to the Actual Knowledge of Stockholders, any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ixx) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xxi) Each each power of attorney that is currently effective and outstanding;
(xixii) Each each Applicable Contract entered into other than in the Company's Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for special, consequential damagesor indirect damages which may exceed $5,000;
(xiixiii) Each each Applicable Contract for capital expenditures in excess of $10,00020,000;
(xiiixiv) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Company's Ordinary Course of Business; and
(xivxv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(a) of the Disclosure Letter sets forth the subject matter of such Contracts, the parties to such Contracts, and (if ascertainable) the amount of the remaining commitment of the Company under such Contracts.
(b) Except as set forth in Schedule 2.17(b):Part 3.16(b) of the Disclosure Letter: COURIER/BOOK-MART PRESS, INC. STOCK PURCHASE AGREEMENT
(i) None no Stockholder (and no Related Person of the Sellers any Stockholder) has or may acquire any rights under, and none of the Sellers no Stockholder has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired CompanyApplicable Contract; and
(ii) To to the Actual Knowledge of Sellers and the Acquired CompaniesStockholders, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) compete with the Company or otherwise engage in or continue any conduct, activity, or practice directly relating to such Person's involvement with the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.16(c) Each of the Disclosure Letter, each Contract identified or or, to the Actual Knowledge of Stockholders, required to be identified in Schedule 2.17(aPart 3.16(a) or 3.16(b) of the Disclosure Letter is in full force and effect and and, to the Actual Knowledge of Stockholders, there is no basis for believing that each such Contract is not valid and enforceable in all material respects in accordance with its terms; and
terms (ii) No Contract identified it being acknowledged by Buyer that any relief seeking specific performance or required to other equitable remedy may be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in within the industries in which the Acquired Companies operatediscretion of a court having jurisdiction with respect thereto).
(d) Except as set forth in Schedule 2.17(d):Part 3.16(d) of the Disclosure Letter:
(i) Each Acquired the Company is, and at all times since December 31October 1, 19921995, has been, in full compliance in all material respects with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights isidentified or, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the saleActual Knowledge of Stockholders, design, manufacture, required to be identified in Part 3.16(a) or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.3.16
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.16(a) of the Disclosure Letter contains a complete and accurate listlist as of the date of this Agreement, and Sellers the Seymour Companies have delivered to Buyer HPII true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials following the date of this Agreement by any Acquired Company the Seymour Companies of an amount or value in excess of $50,000100,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company the Seymour Companies following the date of this Agreement of an amount or value in excess of $50,000100,000;
(iii) Each each Applicable Contract following the date of this Agreement that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company the Seymour Companies in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year25,000);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company the Seymour Companies with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Seymour Companies or any Affiliate of the Seymour Companies or limit the freedom of the Seymour Companies or any Acquired Company Affiliate of the Seymour Companies to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company the Seymour Companies other than in the Ordinary Course of Business; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.16(b) of the Disclosure Letter:
(i) None no Affiliate (other than Affiliates of the Sellers Majority Shareholders) of the Seymour Companies has or may acquire any rights under, and none no Affiliate (other than Affiliates of the Sellers Majority Shareholders) of the Seymour Companies has or may become is subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Companythe Seymour Companies; and
(ii) To to the Knowledge of Sellers and the Acquired Seymour Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company the Seymour Companies is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Companythe Seymour Companies, or (B) assign to any Acquired Company the Seymour Companies or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each material Contract identified or required to be identified in Schedule 2.17(aPart 3.16(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.16(d) of the Disclosure Letter:
(i) Each Acquired Company isthe Seymour Companies are, and at all times since December 31, 1992, has have been, in full material compliance with all applicable terms and requirements of each material Contract under which such Acquired Company has or had the Seymour Companies have any obligation or liability or by which such Acquired Company the Seymour Companies or any of the assets owned or sued used by such Acquired Company is or was Seymour Companies are bound;
(ii) Each to the Knowledge of the Seymour Companies each other Person that has or had any obligation or liability under any material Contract under which an Acquired Company has or had the Seymour Companies have any rights is, and at all times since December 31, 1992, has been, is not in full compliance with all applicable terms and requirements of default under any such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iviii) No Acquired Company has within the past two years, the Seymour Companies have not given to or nor received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or writtenwritten or, to the Knowledge of the Seymour Companies, oral) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any material Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have the Company has delivered to Buyer the Purchaser true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,000;
(iviii) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property assets of the Company (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 50,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or materially limit the freedom of any Acquired the Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods having a value in excess of $50,000;
(xix) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiiix) Each each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business;
(xi) each written complaint received by the Company from a customer during the twelve (12) month period preceding the date hereof, the net affect of which would be the likely cancellation or termination of a Contract having a value in excess of $50,000; and
(xivxii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None none of the Sellers Key Stockholders nor, to the Knowledge of the Company, any Related Person of the Key Stockholders has or may acquire any rights under, and none of the Sellers Key Stockholders nor such Related Person has or may become subject to any obligation or liability under, any Contract that relates to the business ofof the Company, or any of the assets owned or used by, any Acquired the Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each Acquired the Company is, is and at has been in compliance in all times since December 31, 1992, has been, in full compliance material respects with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound;
(ii) Each to the Company's Knowledge, each other Person that has or had any obligation or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance in all material respects with all applicable terms and requirements of such Contract;
(iii) No to the Company's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or the other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and;
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract; and (v) the Company is not aware of any state of facts that would cause a reasonable person to believe that the Company's future sales will not equal such sales for 1996 or 1997.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiationrenegotiations.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) Exhibit A contains a complete listing of all contracts, agreements or commitments (whether written or oral) described in clauses (i) through (xv) below, to which any Acquired Company is a party. Copies of contracts referred to in clauses (ii) through (xv) have been delivered or made available to WMT. Copies of contracts referred to in clause (i) are available for inspection and accurate list, copying by WMT and Sellers have delivered to Buyer true its agents and complete copies, of:representatives upon written request.
(i) Each Applicable Contract that each contract, agreement or commitment (whether written or oral), whether in the ordinary course of business or not, which involves performance of services or delivery of goods and/or materials, by one or materials by more Acquired Companies of any Acquired Company of an amount or value in excess of $50,000100,000 other than invoices and purchase orders for goods and services in the ordinary course of business;
(ii) Each Applicable Contract that involves performance each contract, agreement or commitment (whether written or oral) out of services the ordinary course of business involving expenditures or delivery receipts of goods one or materials to any more Acquired Company of an amount or value Companies in excess of $50,000100,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract contract, agreement or commitment (whether written or oral) affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, any real or personal property of any Acquired Company (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 100,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract agreement or commitment with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets, as hereinafter defined, of any Acquired Company involving expenditures or receipts of any Acquired Company in excess of $100,000;
(v) each contract, agreement or commitment known to the Stockholders to which any employee, consultant, adviser or contractor of any Acquired Company is bound which in any manner purports to restrict such employee's, consultant's or contractor's freedom to engage in any line of business or to compete with any other person, or assign to any other person such employee's, consultant's or contractor's rights to any invention, improvement or discovery;
(vi) Each each collective bargaining agreement and or other Applicable Contract contract or commitment to or with any labor union or other employee representative of a group of employees relating to wages, hours, hours and other conditions of employmentemployment of any Acquired Company;
(vii) Each each joint ventureventure contract, partnership, and partnership arrangement or other Applicable Contract agreement (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company with any other Personperson or party;
(viii) Each Applicable Contract each contract, agreement or commitment (whether written or oral) containing covenants that which in any way purport to restrict any Acquired Company's business activity or purport to limit the freedom of any Acquired Company to engage in any line of business or to compete with any Personperson;
(ix) Each Applicable Contract each contract, agreement or commitment (whether written or oral) providing for payments to or by any Person person or entity based on sales, purchases, purchases or profits, other than direct payments for goodsgoods relating to any Acquired Company;
(x) Each each power of attorney that which is currently effective and outstandingoutstanding relating to any Acquired Company;
(xi) Each Applicable Contract each contract, agreement or commitment (whether written or oral) entered into other than in the Ordinary Course ordinary course of Business that business which contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract each contract, agreement, purchase order or commitment (whether written or oral) for capital expenditures in excess of $10,00050,000 relating to any Acquired Company;
(xiii) Each each written warranty, guaranty, and/or guaranty or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course ordinary course of Businessbusiness;
(xiv) each other material agreement to which any Acquired Company is a party or by which any Acquired Company is bound; and
(xivxv) Each each amendment, supplement, supplement and modification (whether oral written or writtenoral) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None To the Stockholders' knowledge, all of the Sellers has contracts, agreements or may acquire any rights under, and none of the Sellers has or may become subject commitments listed in Exhibit A pursuant to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(iiSection 4.18(a) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is hereof are in full force and effect and is effect, are valid and enforceable in accordance with its their terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has to Stockholders' knowledge no condition exists or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (which, with or without notice or lapse of timetime or both, would constitute a default or a basis for force majeure or other claim of excusable delay or nonperformance thereunder on the part of any Acquired Company or, to the Stockholders' knowledge, a default or a basis for force majeure or other claim of excusable delay or nonperformance thereunder on the part of any other party thereto, which would have a Material Adverse Effect on the Company.
(c) may contraveneOther than in the ordinary course of business, conflict with, or result in a violation or breach there are no current renegotiations of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding contractual rights to renegotiate require renegotiation of, any material amounts paid or payable to any Acquired Company under current or completed Contracts contracts, agreements or commitments with any Person person or entity having the contractual or statutory right to demand or require such renegotiation and renegotiation. To the knowledge of the Stockholders, no such Person person or entity has made written demand for such renegotiation.
(fd) The Contracts contracts, agreements or commitments relating to the sale, design, manufacture, manufacture or provision of products or services by the any Acquired Companies Company have been entered into in the Ordinary Course ordinary course of Business business and have been entered into without the commission of any act alone or in concert with any other Personperson, or any consideration having been paid or promised, that which is or would be in violation of any Legal Requirementapplicable law.
Appears in 1 contract
Sources: Stock Purchase Agreement (Western Micro Technology Inc)
Contracts; No Defaults. (a) Schedule 2.17(aSection 3.17(a) of the Disclosure Letter contains a complete and accurate list, and except as set forth in the second paragraph of Section 3.17(a) of the Disclosure Letter, Sellers have delivered to Buyer Buyers true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,000100,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,000100,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,000100,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 100,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential consequential, incidental, special or punitive damages, for lost profits, or otherwise requires any Acquired Company to indemnify any other Person for such other Person's own negligence;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000100,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Except as set forth in the second paragraph of Section 3.17(a) of the Disclosure Letter, Section 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):Section 3.17(b) of the Disclosure Letter:
(i) None neither of the Sellers nor any Affiliate of either of the Sellers has or may acquire any rights under, and none neither of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iSection 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aSection 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Section 3.17(d) of the Disclosure Letter:
(i) Each each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31January 1, 1992, 2002 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31January 1, 19922002, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Maverick Tube Corporation)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and /or Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,00010,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,00010,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,00010,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None No Seller (and no Related Person of the Sellers any Seller) has or may acquire any rights under, and none of the Sellers no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each each Acquired Company is, and at all times since December 31January 1, 1992, 1998 has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31January 1, 1992, 1998 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31January 1, 19921998, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a3.16(a) contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, list of:: ----------------
(iA) Each subject to (i)(B) below, each Applicable Contract that involves performance of services involved payment by one or delivery of goods or materials by more Acquired Companies to any Acquired Company third party of an amount or value in excess of $50,000US$50,000 during the calendar year ended December 31, 2001 or that is reasonably expected to involve payment by the one or more Acquired Companies to any third party of more than US$50,000 during the calendar year ending December 31, 2002;
(B) each employment contract entered into by one or more of the Acquired Companies that involves payment of more than US$50,000 to any person in any one calendar year;
(ii) Each each Applicable Contract that involves performance of services involved payment to one or delivery of goods or materials to more Acquired Companies by any Acquired Company third party of an amount or value in excess of $50,000US$50,000 during the calendar year ended December 31, 2001 or that is reasonably expected to involve payment to one or more Acquired Companies by any third party of more than US$50,000 during the calendar year ending December 31, 2002;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)property;
(viv) Each each licensing agreement or other Applicable Contract contract with respect to patents, trademarks, copyrights, or other intellectual propertyany of the Intellectual Property Assets, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assetsintellectual property rights;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company Company, with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or to limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ixviii) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course ordinary course of Businessbusiness for an amount in excess of US$50,000;
(ix) each non-competition agreement, non-solicitation agreement and confidentiality agreement that runs to the benefit of any of the Acquired Companies with regard to the business of the Acquired Companies;
(x) each Applicable Contract relating to indebtedness for an amount in excess of US$50,000;
(xi) each Applicable Contract with any Governmental Authority; and
(xivxii) Each amendment, supplement, each Applicable Contract between or among any Acquired Company and modification (whether oral Seller or written) in respect any Acquired Company and any Affiliate of any of the foregoingAcquired Company.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under3.16(b), and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract each contract identified ---------------- or required to be identified in Schedule 2.17(a3.16(a) is in full force and effect and is valid and enforceable in accordance with its terms; andeffect. ----------------
(iic) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonableTo Seller's knowledge, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is3.16(c), and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No ---------------- no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, modify any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into contract identified in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.Schedule 3.16(a). ----------------
Appears in 1 contract
Sources: Stock Purchase Agreement (Measurement Specialties Inc)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,00025,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,00025,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,00025,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies' office where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None neither Seller (and no Related Person of the Sellers either Seller) has or may acquire any rights under, and none of the Sellers neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To [to the Knowledge of Sellers and the Acquired Companies, ,] no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each each Acquired Company is, and at all times since December 31January 1, 19922000, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31January 1, 1992, 2000 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31, 19922005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation Knowledge of Sellers and the Company, , no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase and Shareholders' Agreement (Sibling Entertainment Group, Inc.)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 50,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Companies under the Contracts, and the Acquired Companies’ office where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None neither Seller (and no Related Person of the Sellers either Seller) has or may acquire any rights under, and none of the Sellers neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the to Seller’s Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, to Seller’s Knowledge each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each each Acquired Company is, and at all times since December 31January 1, 1992, 2005 has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound, except where the failure to be in compliance would not have a material adverse effect on the operation or assets of the Company;
(ii) Each to Seller’s Knowledge each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31January 1, 1992, 2005 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No to Seller’s Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31January 1, 19922005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Allis Chalmers Energy Inc.)
Contracts; No Defaults. (a) Schedule 2.17(a) Exhibit 3.17 contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,0005,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,0005,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,0005,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 5,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or limit the freedom of any Acquired the Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00010,000.00;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 4.11(a) of the Disclosure Schedule 2.17(a) contains a complete and accurate listlist of all the Applicable Contracts (the Applicable Contracts required to be disclosed in Section 4.11(a) of the Disclosure Schedule collectively referred to as the “Material Contracts”), and Sellers have delivered to Buyer true and complete copiesincluding, ofwithout limitation:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,00050,000 per annum;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,00050,000 per annum;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract Contracts affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year50,000 per annum);
(viv) Each each licensing agreement (by the Company or by any of its Subsidiaries to a Person or by a Person to the Company or any of its Subsidiaries) or other Applicable Contract with respect to patentsPatents, trademarksTrademarks, copyrightsCopyrights, Software, Trade Secrets or other intellectual propertyIntellectual Property and all other Applicable Contracts affecting the Company’s or any of its Subsidiaries’ ability to use or disclose any Intellectual Property, including including, without limitation, agreements with former or current or former employees, consultants, contractors or contractors any other Persons regarding the ownership, assignment, appropriation or the non-disclosure of any of the Intellectual Property Assets(except for off-the-shelf shrinkwrap or click-through contracts and licenses of commercially available, unmodified desktop software (provided in executable form only) purchased by the Company or its Subsidiaries in the Ordinary Course of Business);
(viv) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiivi) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods that involves expenditures or receipts of the Company in excess of $50,000 per annum;
(xvii) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiiiviii) Each written warrantyeach Applicable Contract for the employment of any officer, guarantyindividual employee or other Person on a full-time or consulting basis with an annual base salary in excess of $90,000;
(ix) each Applicable Contract relating to the borrowing of money or to mortgaging or pledging (or for which the holder of any indebtedness has an existing right, and/or contingent or otherwise, to be secured by) any portion of the assets of the Company or any of its Subsidiaries;
(x) each Applicable Contract relating to the acquisition of a business or, except for inventory and other similar undertaking with respect to contractual performance extended by any Acquired Company other than tangible property acquired in the Ordinary Course of Business, assets having a fair market value in excess of $50,000 that contains any continuing obligations of the Company or any Subsidiary thereunder;
(xi) each Applicable Contract relating to the sale of any assets involving more than $50,000 that contains any continuing obligations of the Company or any Subsidiary thereunder, other than sales of inventory in the Ordinary Course of Business;
(xii) each marketing or advertising agreement;
(xiii) each power of attorney;
(xiv) each exclusive dealing arrangement or contract requiring the Company or any Subsidiary to fulfill any minimum volume requirements or similar take-or-pay arrangements;
(xv) each Applicable Contract that (a) provides for the Company to be the exclusive provider of any products or service to any person in any geographic area or during any period of time, (b) limits or purports to limit the ability of the Company to compete in any line of business or with any person in any geographic area or during any period of time or (c) would limit or otherwise restrict Buyer or any Subsidiary or Affiliate of Buyer from engaging or competing in any line of business or in any geographical area or require the use of any service provider;
(xvi) each Applicable Contract with any Governmental Entity to which the Company is a party;
(xvii) each settlement, conciliation or similar agreement which requires the Company or its Subsidiaries, after the date of this Agreement, to pay consideration in excess of $50,000 to any third parties or to satisfy monitoring or reporting obligations to any governmental entity outside the Ordinary Course of Business;
(xviii) each other agreement, commitment, arrangement or plan not made in the Ordinary Course of Business that is material to the Company and the Subsidiaries, taken as a whole; and
(xivxix) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except With respect to each such Material Contract, except as set forth in Schedule 2.17(b):
Section 4.11(b) of the Disclosure Schedule: (i) None the Material Contract is a legal, valid, binding and enforceable obligation of the Sellers has or may acquire any rights under, Company and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Companyin full force and effect; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Material Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or will continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is a legal, valid, binding and enforceable obligation of the Company and in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in on identical terms following the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any consummation of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
Contemplated Transactions; (iii) No event has occurred there exists no event, occurrence, condition or circumstance exists that (act which, with or without the giving of notice or the lapse of time) may contravene, conflict withwould become a breach or default, or result in a violation or breach ofpermit termination, modification, or give acceleration, by the Company or, to the Knowledge of the Company, by any Acquired Company or other Person the right to declare a default or exercise third party, under any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Material Contract; and
and (iv) No Acquired no party has repudiated any provision of the Material Contract. The Company has given performed in all material respects all of its obligations under the Material Contracts and neither the Company nor, to or received from any other Person, at any time since December 31, 1992the Knowledge of the Company, any notice third party, is in breach or default with respect to any obligation to be performed under any Material Contract, which breach or default (when taken together with any such other breaches and defaults) could reasonably be expected to materially and adversely affect the Company. The Company does not have any present expectation or intention of not fully performing any obligation pursuant to any Material Contract. The Company has provided Buyer with a true and correct copy of all written Material Contracts, in each case together with all amendments, waivers or other communication changes thereto (whether all of which are disclosed in Section 4.11(a) of the Disclosure Schedule). Section 4.11(a) of the Disclosure Schedule also contains an accurate and complete description of all material terms of all oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any ContractMaterial Contracts.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Healthextras Inc)
Contracts; No Defaults. (a) Schedule 2.17(a2.18(a) contains a an accurate and complete and accurate list, and Sellers have delivered Seller has made available to Buyer true Purchaser accurate and complete copies, of:
(i) Each Applicable each Contract included in the Acquired Assets that involves performance of services or delivery of goods or materials by any Acquired either Company of an a remaining amount or value in excess of $50,000150,000 other than Contracts for Transferred Projects and Customer Orders;
(ii) Each Applicable each Contract included in the Acquired Assets that involves performance of services or delivery of goods or materials to any Acquired either Company of an a remaining amount or value in excess of $50,000150,000, except with respect to any such Contract that is entered into for the procurement of services, goods or materials for a Transferred Project disclosure will be made on schedule 2.18(a) only if the remaining amount or value for such Contract is in excess of $500,000;
(iii) Each Applicable each Contract of either Company relating to the Business that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000Business;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)each Lease;
(v) Each licensing agreement or other Applicable each Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAssets that is material to the Business;
(vi) Each collective bargaining agreement and other Applicable each Contract to or with any labor union covering the Transferred Employees or other employee representative of a group of employees the Transferred Employees relating to wages, hours, and other conditions of employment;
(vii) Each joint venture, partnership, and other Applicable each Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired binding on either Company with any other Person;
(viii) Each Applicable Contract after Closing containing covenants that in any way purport to restrict any Acquired either Company's business activity or limit the freedom of any Acquired the Company to engage in any line of business or to compete with any Person;
(ixviii) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power a description of the types of powers of attorney of either of the Companies that is are currently effective and outstanding;
(xiix) Each Applicable each Contract entered into other than included in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract Assets for capital expenditures by either Company having a remaining balance in excess of $10,000150,000;
(xiiix) Each with respect to the Business, each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of BusinessBusiness and other than Contracts relating to Transferred Projects or Customer Orders or to completed projects which will be Seller's responsibility after Closing;
(xi) each Contract included in the Acquired Assets providing for commissions payable by either of the Companies in respect of sales by either of the Companies; and
(xivxii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b2.18(b):
(i) None as of the Sellers has or may acquire Closing, Seller will not have any rights under, and none of the Sellers has or may will not become subject to any obligation or liability under, any Contract that relates to the business ofof either Company, or any of the assets owned or used byAcquired Assets except for the Seller Liabilities and the rights, benefits, liabilities and obligations of any Acquired CompanyContract relating thereto and except for the Excluded Assets; and
(ii) To to the Knowledge of Sellers and the Acquired CompaniesSeller, no officer, director, agent, employee, consultant, or contractor of any Acquired either Company who is a Transferred Employee is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired CompanyBusiness, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discoverydiscovery relating to the Business.
(c) Except as set forth in Schedule 2.17(c2.18(c):
(i) Each each Contract identified or required to be identified in Schedule 2.17(a2.18(a) is in full force and effect and is valid and enforceable against the respective Company that is a party thereto and to Seller's Knowledge, against the other party or parties thereto in accordance with its terms; and
(ii) No each Contract identified or required to be identified in Schedule 2.17(a2.18(a) contains any term does not require the consent or requirement that is unreasonable, extraordinary, or not customary approval of the other party to such Contract in connection with consummation of the industries in which sale of the Acquired Companies operateShares by Seller to Purchaser.
(d) Except as set forth in Schedule 2.17(d2.18(d), as to the Contracts identified or required to be identified in Schedule 2.18(a):
(i) Each Acquired to the Knowledge of Seller, each Company is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of each Contract under which except where such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of failure would not have, and would not reasonably be expected to have, in the assets owned or sued by such Acquired Company is or was boundaggregate a Material Adverse Effect on the Business;
(ii) Each to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of such Contract;, except where such failure would not have, and would not reasonably be expected to have, in the aggregate a Material Adverse Effect on the Business; and
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired neither Company has given to or or, to Seller's Knowledge, received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any ContractContract that would have, or would reasonably be expected to have, in the aggregate a Material Adverse Effect on the Business.
(e) There Except as disclosed in Schedule 2.18(e), there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed any Contracts included in the Acquired Assets with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiationrenegotiation that would have, or would reasonably be expected to have, in the aggregate a Material Adverse Effect on the Business.
(f) The Contracts Each Contract listed in Schedule 2.18(a) relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have either Company has been entered into in the Ordinary Course of Business of the Company and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementLaw.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.16(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have the Company has delivered to Buyer Acquisition true and complete copies, of:
(i) Each each Applicable Contract (other than customer orders) that involves performance of services or delivery of goods by one or more Acquired Companies of an amount or value in excess of $100,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods to one or materials by any more Acquired Company Companies of an amount or value in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000100,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 100,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any director, officer or employee of an Acquired Company or limit the freedom of any Acquired Company or any director, officer or employee of an Acquired Company to engage in any line of business or to compete with any Person;
(ixviii) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each material power of attorney granted by any Acquired Company that is currently effective and outstanding;
(xiix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xiix) Each each Applicable Contract for capital expenditures in excess of $10,000100,000;
(xiiixi) Each each Applicable Contract under which any Acquired Company is liable or obligated for any indebtedness in excess of $100,000 individually, or $250,000 in the aggregate;
(xii) each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business;
(xiii) each Applicable Contract (including any Applicable Contract evidencing outstanding indebtedness) with Andal, other Affiliates of the Company which are not Acquired Companies or any Related Person of Andal or such Affiliate;
(xiv) each Applicable Contract relating to the ION Bond(R) Network of the Acquired Companies; and
(xivxv) Each each binding amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.16(b) of the Disclosure Letter:
(i) None neither Andal or other Affiliates of the Sellers Company which are not Acquired Companies nor any Related Person of Andal or any such Affiliate has or may acquire any rights under, and none of the Sellers has or may not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To to the Knowledge of Sellers Andal and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is 36 bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.16(c) Each of the Disclosure Letter, each Applicable Contract identified or required to be identified in Schedule 2.17(aPart 3.16(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.16(d) of the Disclosure Letter:
(i) Each each Acquired Company (and, with respect to the Multi-Arc Division, Andal) is, and at all times since December 31January 1, 1992, 1994 has been, in full compliance with all material applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundApplicable Contract;
(ii) Each each other Person that has or had any obligation or liability under any Applicable Contract under which an any Acquired Company has is liable or had any rights obligated for an amount in excess of $100,000 individually, or $250,000 in the aggregate, is, and at all times since December 31January 1, 1992, 1994 has been, in full compliance with all material applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No to the Knowledge of Andal and the Acquired Companies, neither any Acquired Company nor, with respect to the Multi-Arc Division, Andal has given to or received from any other Person, at any time since December 31January 1, 19921994, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts with any Person having the contractual or statutory right to and no demand or require of any such Person for such renegotiation and no such Person has made written demand for such renegotiationbeen received by any Acquired Company.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Merger Agreement (Andal Corp)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.20
(a) contains a an accurate and complete and accurate list, and Sellers have Seller has delivered to Buyer true accurate and complete copies, of:
(i) Each Applicable each Seller Contract that involves future performance of services or delivery of goods or materials by any Acquired Company Seller of an amount or value in excess of $50,00010,000;
(ii) Each Applicable each Seller Contract that involves future performance of services or delivery of goods or materials to any Acquired Company Seller of an amount or value in excess of $50,00010,000;
(iii) Each Applicable each Seller Contract that was not entered into in the Ordinary Course of Business and that involves future expenditures or receipts of any Acquired Company Seller in excess of $50,00010,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable each Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms a term of less than one (1) year);
(v) Each licensing agreement or other Applicable each Seller Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, hours and other conditions of employment;
(viivi) Each joint venture, partnership, and other Applicable each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person;
(viiivii) Each Applicable each Seller Contract containing covenants that in any way purport to restrict any Acquired CompanySeller's business activity or limit the freedom of any Acquired Company Seller to engage in any line of business or to compete with any Person;
(ixviii) Each Applicable each Seller Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(xix) Each each power of attorney of Seller that is currently effective and outstanding;
(xix) Each Applicable each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages;
(xiixi) Each Applicable each Seller Contract for capital expenditures in excess of $10,00025,000;
(xiiixii) Each each written warranty, guaranty, guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; and
(xivxiii) Each each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(bPart 3.20(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each each Contract identified or required to be identified in Schedule 2.17(aPart 3.20
(a) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms; and;
(ii) No each Contract identified or required to be identified in Schedule 2.17(aPart 3.20(a) contains and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.other Person; and
(dc) Except as set forth in Schedule 2.17(dPart 3.20(c):
(i) Each Acquired Company Seller is, and at all times since December 31, 1992its inception, has been, in full compliance with all applicable terms and requirements of each Seller Contract under which such Acquired Company has or had any obligation or liability or is being assumed by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundBuyer;
(ii) Each To Seller's knowledge, each other Person that has or had any obligation or liability under any Seller Contract under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times since December 31, 1992during the term of such Seller Contract, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable ContractSeller Contract that is being assigned to or assumed by Buyer;
(iv) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and
(ivv) No Acquired Company Seller has not given to or received from any other Person, at any time since December 31, 1992its inception, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any ContractContract which is being assigned to or assumed by Buyer.
(ed) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(fe) The Contracts Each Contract relating to the sale, design, manufacture, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course of Business of Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a5.12(a) of the Tempo Schedules contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copieslisting of all Contracts (other than purchase orders) described in clauses (i) through (xiv) of this Section 5.12(a) to which, of:as of the Original Execution Date, Tempo or any of its Subsidiaries is a party (together with all material amendments, waivers or other changes thereto) other than Tempo Benefit Plans (collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been delivered to or made available to FTAC.
(i) Each Applicable Contract that involves performance Tempo reasonably anticipates will involve aggregate payments or consideration furnished by or to Tempo or by or to any of services its Subsidiaries of more than $20,000,000 in the calendar year ended December 31, 2020 or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000subsequent calendar year;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000Tempo Financing Agreement;
(iii) Each Applicable Contract that was not entered into in is a definitive purchase and sale or similar agreement for the Ordinary Course of Business and that involves expenditures or receipts acquisition of any Acquired Company Person or any business unit thereof or the disposition of any material assets of Tempo or any of its Subsidiaries since December 31, 2017, in each case, involving payments in excess of $50,00025,000,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement and each other Applicable Contract affecting with outstanding obligations that (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property and (except personal property leases and installment and conditional sales agreements having a value per item or y) involves aggregate payments in excess of less $1,000,000 in any calendar year, other than $10,000 sales or purchase agreements in the ordinary course of business consistent with past practices and with terms sales of less than one (1) year)obsolete equipment;
(v) Each licensing joint venture Contract, partnership agreement, limited liability company agreement or similar Contract (other Applicable Contract with respect than Contracts between Subsidiaries of Tempo) that is material to patentsthe business of Tempo and its subsidiaries, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assetstaken as a whole;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative requiring capital expenditures after the Original Execution Date in an amount in excess of a group of employees relating to wages, hours, and other conditions of employment$2,500,000 in the aggregate;
(vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, expressly prohibiting or liabilities by any Acquired Company with any other Person;
(viii) Each Applicable Contract containing covenants that restricting in any way purport to restrict any Acquired Company's business activity material respect the ability of Tempo or limit the freedom of any Acquired Company its Subsidiaries to engage in any line of business business, to sell or distribute any products, to operate in any geographical area or to compete with any Person;
(viii) Each material license or other agreement with respect to any material item of Intellectual Property (excluding licenses granted to Tempo or its Subsidiaries for commercially available “off-the-shelf” software with annual aggregate fees of less than $5,000,000, or non-exclusive licenses granted to customers in the ordinary course of business);
(ix) Each Applicable employee collective bargaining Contract providing for payments to or by other Contract with any Person based on saleslabor union, purchasesworks council, or profits, other than direct payments for goodslabor organization or association;
(x) Each power sales commission or brokerage Contract that involves annual payments in excess of attorney that $2,000,000 or is currently effective and outstandingnot cancellable on 30 calendar days’ notice without payment or penalty;
(xi) Each Applicable Contract entered into mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement for or relating to any Indebtedness or borrowing of money by or from Tempo or any of its Subsidiaries in excess of $10,000,000 (other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Contracts disclosed pursuant to be responsible for consequential damagesSection 5.12(a)(ii));
(xii) Each Applicable Any Contract for capital expenditures in excess of $10,000that is a currency or interest hedging arrangement;
(xiii) Each written warrantyAny Contract under which Tempo or any of its Subsidiaries has agreed to purchase or sell goods or services from a vendor, guaranty, and/or supplier or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Businessperson on a preferred supplier or “most favored supplier” basis; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any Any commitment to enter into agreement of the foregoingtype described in clauses (i) through (xiii) of this Section 5.12(a).
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, for any Contract that relates has terminated or will terminate upon the expiration of the stated term thereof prior to the business ofClosing Date and except as would not, individually or any in the aggregate, reasonably be expected to be material to Tempo and its Subsidiaries, taken as a whole, as of the assets owned or used byOriginal Execution Date, any Acquired Company; and
(ii) To all of the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified Contracts listed or required to be identified in Schedule 2.17(alisted pursuant to Section 5.12(a) is are (i) in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified represent the legal, valid and binding obligations of Tempo or required one of its Subsidiaries party thereto and, to the knowledge of Tempo, represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. As of the Original Execution Date, except as would not reasonably be expected to be, individually or in the aggregate, material to Tempo and its Subsidiaries, taken as whole, (w) none of Tempo, any of its Subsidiaries or, to the knowledge of Tempo, any other party thereto is or is alleged to be identified in Schedule 2.17(amaterial breach of or material default under any such Contract, (x) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or neither Tempo nor any of the assets owned its Subsidiaries has received any written claim or sued by such Acquired Company is notice of material breach of or was bound;
(ii) Each other Person that has or had any obligation or liability material default under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
, (iiiy) No to the knowledge of Tempo, no event has occurred which individually or circumstance exists that together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract (in each case, with or without notice or lapse of timetime or both) may contravene, conflict with, and (z) no party to any such Contract that is a customer of or result in a violation supplier to Tempo or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, of its Subsidiaries that involves aggregate payments by or to accelerate Tempo or any of its Subsidiaries of more than $20,000,000 in the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since calendar year ended December 31, 19922020 or any subsequent calendar year has, any notice within the past 12 months, canceled or other communication (whether oral or written) regarding any actualterminated its business with, allegedor, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the saleknowledge of Tempo, designthreatened in writing to cancel or terminate its business with, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, Tempo or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementits Subsidiaries.
Appears in 1 contract
Sources: Business Combination Agreement (Foley Trasimene Acquisition Corp.)
Contracts; No Defaults. (a) Schedule 2.17(a) Exhibit 5.10 contains a complete and accurate listlist of, and Sellers have Seller has delivered to Buyer true and complete copies, copies of:
(i) Each Applicable each Contract that involves performance of services or delivery of goods or materials by any Acquired Company TBNG of an amount or value in excess of $50,000100,000;
(ii) Each Applicable each Contract that involves performance of services or delivery of goods or materials to any Acquired Company TBNG of an amount or value in excess of $50,000;
(iii) Each Applicable each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company TBNG in excess of $50,000;
(iv) Each lease, rental or occupancy each lease agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 25,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProperty;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company TBNG with any other Person;
(vii) each Contract between or including TBNG and an Affiliate;
(viii) Each Applicable each Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of TBNG or any Affiliate of TBNG or limit the freedom of TBNG or any Acquired Company Affiliate of TBNG to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or each power of attorney granted by any Person based on sales, purchases, or profits, other than direct payments for goodsTBNG that is currently effective;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company TBNG other than in the Ordinary Course of Business; and;
(xivxi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.; and
(xii) the Contract between PTI and TBNG regarding sharing exploration and drilling expenses and sales proceeds
(b) Except as set forth in Schedule 2.17(b):
Seller (iand each Affiliate of Seller) None of the Sellers has or may acquire does not have any rights under, and none of the Sellers has under or may become subject to any obligation or liability underunder and does not have the right to require or will not become subject to, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; andTBNG;
(iic) To the Knowledge knowledge of Sellers and the Acquired CompaniesSeller or TBNG, no officer, director, agent, employee, consultant, or contractor of any Acquired Company TBNG is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (Ai) engage in or continue any conduct, activity, or practice relating to the business of any Acquired CompanyTBNG, or (Bii) assign to any Acquired Company TBNG or to any other Person any rights to any invention, improvement, or discovery.;
(cd) Except as set forth in Schedule 2.17(c):
(i) Each With respect to each Contract identified or required to be identified in Schedule 2.17(aExhibit 5.10, (i) the Contract is legal, valid, binding, enforceable and in full force and effect; (ii) the Contract will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no party is in breach or default, and is valid and enforceable in accordance no event has occurred which with its terms; and
(ii) No Contract identified notice or required to be identified in Schedule 2.17(a) contains any term lapse of time would constitute a breach or requirement that is unreasonable, extraordinarydefault, or not customary in permit termination, modification or acceleration, under the industries in which the Acquired Companies operate.
Contract; and (div) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, no party has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had repudiated any obligation or liability or by which such Acquired Company or any provision of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iiie) No event TBNG has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has not given to or received from any other Person, at any time since December 31January 1, 19922005, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.; and
(ef) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company TBNG under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation and knowledge of TBNG, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,00025,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,00025,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,00025,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00025,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(iPart 3.17(b) None of the Sellers has or may acquire any rights underDisclosure Letter, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(dc) Except as set forth in Schedule 2.17(d):Part 3.17(c) of the Disclosure Letter:
(i) Each Acquired the Company is, and at all times since December 31September 30, 1992, 1997 has been, in full compliance with all applicable material terms and requirements of each Contract under which such Acquired Company it has or had any obligation or liability or by which such Acquired Company it or any of the assets owned or sued used by such Acquired Company it is or was bound;
(ii) Each to Sellers' Knowledge, each other Person that has or had any obligation or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31September 30, 1992, 1997 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31September 30, 19921997, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(ed) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having that would have a material adverse effect on the contractual or statutory right business of the Company and, to demand or require such renegotiation the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Morrison Health Care Inc)
Contracts; No Defaults. (a) Schedule 2.17(aPart 2.18(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer Buyers true and complete copies, of all Applicable Contracts which have not been fully performed and for which obligations are still outstanding, of:
(i) Each each Applicable Contract for which work is still to be performed or services or goods are still to be provided that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract for which work is still to be performed or services or goods are still to be provided that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value from a subcontractor in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves capital expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year1,000 per month);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's ’s business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 2.18(a) of the Disclosure Letter sets forth information regarding such Applicable Contracts, including the parties to the Applicable Contracts, the date of such Applicable Contracts and the Acquired Company's office where details relating to the Applicable Contracts are located.
(b) Except as set forth in Schedule 2.17(b):Part 2.18(b) of the Disclosure Letter:
(i) None of the Sellers no Seller has or may acquire any rights under, and none no Seller or any shareholder of the Sellers FCC has or may become subject to any obligation or liability under, any Applicable Contract that relates to the business of, or any of the assets owned owned, leased or used by, any Acquired Company; and
(ii) To to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):Part 2.18(c) of the Disclosure Letter:
(i) Each each Contract identified or required to be identified in Schedule 2.17(aPart 2.18(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its termseffect; and
(ii) No to the Knowledge of the Acquired Companies, no Contract identified or required to be identified in Schedule 2.17(aPart 2.18(a) of the Disclosure Letter contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 2.18(d) of the Disclosure Letter:
(i) Each each Acquired Company is, and at all times since December 31, 1992, has been, is in full material compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned owned, leased or sued used by such Acquired Company is or was bound;
(ii) Each to the Knowledge of the Acquired Companies, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, is in full material compliance with all applicable terms and requirements of such Contract;
(iii) No to the Knowledge of the Acquired Companies, no event has occurred or circumstance exists that (with or without notice or lapse of time) may is reasonably likely to contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts contracts with any Person having the contractual or statutory right to demand or require such renegotiation and, to the Knowledge of each Acquired Company and Seller, no such Person has made written demand for such renegotiation.
(f) The To the Knowledge of the Acquired Companies, the Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would is reasonably likely to be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) To the extent such documents are located in the Cincinnati metropolitan area, Part 3.17(a) of the Disclosure Schedule 2.17(a) contains a complete and accurate list, list and Sellers have delivered CIC has made available to Buyer PAS true and complete copies, ofcorrect copies of :
(i) Each except for CDA/CMA agreements with customers, each Applicable Contract that involves performance of services or delivery of goods goods, materials or materials money by any one or more Acquired Company Companies of an amount or value in excess of $50,000100,000 on an annual basis;
(ii) Each except for CDA/CMA agreements with customers, each Applicable Contract that involves performance of services or delivery of goods goods, materials or materials money to any one or more Acquired Company Companies of an amount or value in excess of $50,000100,000 on an annual basis;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,000100,000 on an annual basis;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, : any real or personal property that involves expenditures or receipts of one or more Acquired Companies in excess of $100,000 or (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments for Applicable Contracts relating to the placement of less than $10,000 and with terms of less than one (1vending machines) year)real property;
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including including, except for the standard confidentiality agreement(s) entered into with certain employees, agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement currently in effect and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) ), currently in effect, involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000100,000;
(xiiix) Each each written warranty, guaranty, and/or guaranty or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of BusinessCompany; and
(xivxi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Applicable Contract identified or required to be identified in Part 3.17(a) of the Disclosure Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(dc) Except as set forth in Schedule 2.17(d):Part 3.17(c) of the Disclosure Schedule:
(i) Each each Acquired Company is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Applicable Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may would or is reasonably likely to contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any existing Applicable Contract.
(ed) There Except as set forth in Part 3.17(d) of the Disclosure Schedule, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(fe) The Applicable Contracts relating to the sale, design, manufacturebottling, distribution or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Personact, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a3.17(a) contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,000100,000 measured for the nine-month period ended September 30, 1998;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,000100,000 measured with for the nine-month period ended September 30, 1998;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,000100,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except the Temporary Leaseholds and personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 100,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for commissions or similar payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods and other than commissions payable in the Ordinary Course of Business to sales personnel of the Acquired Companies;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for indirect, consequential or punitive damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000100,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of BusinessBusiness and consistent with prior business practices; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. The Company has delivered to Buyer complete copies of each of the Contracts listed on Schedule 3.17(a).
(b) Except as set forth in Schedule 2.17(b):
(i3.17(b), each Contract identified or required to be identified in Schedule 3.17(a) None of the Sellers has or may acquire any rights underis in full force and effect and, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage valid and enforceable in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoveryaccordance with its terms.
(c) Except as set forth in Schedule 2.17(c3.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each each Acquired Company is, and at all times since December 31, 1992, has been, in full material compliance with all applicable terms and requirements of each Contract (either currently in effect or the Breach of which would not be barred by a statute of limitations) under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each to the Knowledge of the Acquired Companies, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full material compliance with all applicable terms and requirements of such Contract;
(iii) No other than the Contemplated Transactions, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(ed) There are no active renegotiations of, or active attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation Person, and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,00015,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,00015,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,00015,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 15,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods and sales commission arrangements for employees;
(x) Each each power of attorney granted by the Company that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for future capital expenditures in excess of $10,00015,000;
(xiii) Each each currently effective written warranty, guaranty, and/or indemnity, and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business;
(xiv) each Contract for indebtedness of the Company involving future aggregate payments of more than $10,000; and
(xivxv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None Sellers (and no Related Person of the Sellers has Sellers) do not have or may acquire any rights under, and none of the Sellers has do not have or may become subject to to, any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each Acquired the Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any material obligation or liability or by which such Acquired the Company or any of the material assets owned or sued used by such Acquired the Company is or was bound;
(ii) Each each other Person that has or had any material obligation or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all material applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Applicable Contracts with any Person having the contractual or statutory right and, to demand or require such renegotiation and Sellers' Knowledge, no such Person has made written demand for such renegotiation.
(f) The Applicable Contracts relating to the sale, design, manufacture, sale or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
(g) The Company has made available to Buyer true, complete and correct copies of the Contracts required to be set forth in Part 3.17 of the Disclosure Letter.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) contains a complete To the best of the Company’s and accurate listthe Company’s Knowledge, and Sellers have delivered the Company or the Company Shareholder has made available to Buyer A▇▇▇▇▇▇▇ true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,0005,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,0005,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,0005,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 5,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,0005,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):To the best of the Company’s or the Company Shareholder’s Knowledge:
(i) None neither the Company, the Company Shareholder nor any Related Person of the Sellers either has or may acquire any rights under, and none of neither the Sellers Company nor the Company Shareholder has or may will become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii) To the Knowledge best of Sellers and the Acquired CompaniesCompany’s or the Company Shareholder’s Knowledge, no officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each To the best of the Company’s or the Company Shareholder’s Knowledge, each Contract identified or required to be identified in Schedule 2.17(a) of the Company is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):To the best of the Company’s or the Company Shareholder’s Knowledge:
(i) Each Acquired the Company is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There To the best of the Company Shareholder’s Knowledge, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The To the best of the Company Shareholder’s Knowledge, the Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) 5.15 contains a complete and accurate list, and Sellers have delivered the Company has made available to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00025,000 per year for 2004 or any year thereafter;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to the Company during any Acquired Company twelve (12) month period of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00025,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000Business;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement of the Company and each other Applicable Contract Contract, in each case affecting the ownership of, leasing ofownership, title to, use of, occupancy, or any leasehold or other interest in, any real or tangible personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each licensing agreement or other each Applicable Contract Contract, in each case with respect to patents, trademarks, copyrights, or other intellectual propertyIntellectual Property, including agreements with current or former employeesEmployees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProperty;
(vi) Each each collective bargaining agreement of the Company and each other Applicable Contract relating to employment, in each case to or with any labor union or other employee Employee representative of a group of employees relating to wages, hours, Employees and each other conditions of employmentwritten employment or consulting agreement with any Employees or consultants;
(vii) Each each joint venture, partnership, and other Applicable Contract venture or partnership of the Company (however named) and each other Applicable Contract, in each case involving a sharing of profits, losses, costs, costs or liabilities Liabilities by any Acquired the Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or ▇▇▇▇ ▇▇▇▇▇▇ or limit the freedom of any Acquired the Company or ▇▇▇▇ ▇▇▇▇▇▇ to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for royalty payments to or by any Person based on sales, purchases, sales or profits, other than direct payments for goods;
(x) Each each power of attorney granted by or to the Company that is currently will be after the Closing, effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiii) Each each Applicable Contract in effect presently or during the last twelve (12) months between the Company and its former or current members, directors, officers or Employees;
(xiv) each written warranty, warranty extended by the Company other than in the Ordinary Course of Business and each guaranty, and/or and or other similar undertaking with respect to contractual performance in excess of $25,000 extended by the Company;
(xv) each severance agreement or similar arrangement that provides any Acquired obligations (absolute or contingent) for the Company or any other than in Person to make any payment to any officer, director, or Employee or member of the Ordinary Course Company or any Affiliate of Businessthe foregoing after termination; and
(xivxvi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
5.15, no Member (ior any Affiliated Tetris Company or any Affiliate thereof) None of the Sellers has or may acquire any rights under, and none of the Sellers no Member has or may become subject to to, any obligation or liability under, under any Contract (except by virtue of such Member’s ownership of Member Interests) that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.;
(c) Except as set forth in Schedule 2.17(c):
(i) Each 5.15, each Contract identified or required to be identified in Schedule 2.17(a) 5.15 is in full force and effect and is valid legal, valid, binding and enforceable in accordance with its terms; terms against the Company and
, to the Knowledge of the Company, against all of the parties thereto, in each case except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) No Contract identified the general principles of equity, regardless of whether asserted in a proceeding in equity or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operateat law.
(d) Except as set forth in Schedule 2.17(d):5.15:
(i) Each Acquired the Company currently is, and at all times since December 31, 1992, the date of each such Contract has been, in full compliance with all applicable material terms and requirements of each Contract under which identified or required to be identified on Schedule 5.15 or with respect to each incidence of non-compliance, such Acquired Company non-compliance has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundbeen timely and fully cured;
(ii) Each to the Knowledge of the Company, each other Person that has or had any obligation or liability Liability under any Applicable Contract under which an Acquired Company has identified or had any rights required to be identified on Schedule 5.15 is, and at all times since December 31, 1992, the Company’s inception has been, in full compliance with all applicable material terms and requirements of such Applicable Contract;
(iii) No to the Knowledge of the Company, no event has occurred or circumstance exists that (with or without notice or lapse of time) may in any material respect contravene, conflict with, or result in a material violation or breach of, or give any Acquired the Company or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable ContractContract identified or required to be identified on Schedule 5.15; and
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31, 1992the Company’s inception, any written or, to the Knowledge of the Company, other notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential alleged material violation or breach of, or default under, any ContractContract identified or required to be identified in Schedule 5.15.
(e) There are no pending significant renegotiations of, or attempts to renegotiate, or and there are no outstanding rights to renegotiate any material amounts paid or payable to the Company under, any Acquired Company under current Contract identified or completed Contracts required to be identified in Schedule 5.15 with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone by the Company or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation by the Company of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copiescopies (if applicable), of:
(i) Each each material Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company of an amount or value in excess of $50,000Companies;
(ii) Each each material Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000Company;
(iii) Each each material Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company in excess of $50,000Companies;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)property;
(v) Each each licensing agreement or other material Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or limit the freedom of any an Acquired Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) Each each power of attorney that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xiixi) Each each material Applicable Contract for capital expenditures in excess of $10,000expenditures;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):previously disclosed:
(i) None no Seller (and no Related Person of the Sellers any Seller) has or may acquire any rights under, and none of the Sellers neither Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each previously disclosed, each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):previously disclosed:
(i) Each each Acquired Company is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of each Contract under which such any Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such any Acquired Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an any Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31, 1992, Person any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation Knowledge of Sellers and the Acquired Companies, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Americas Shopping Mall Inc)
Contracts; No Defaults. (a) Schedule 2.17(a) 5.16 contains a complete and accurate list, and Sellers have delivered MFSC made available to Buyer CSR true and complete copies, of:
(i) Each each written Applicable Contract that involves performance of services or delivery of goods by MFSC or materials by any Acquired Company of its Subsidiaries of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00010,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to MFSC or any Acquired Company of its Subsidiaries of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00020,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures of MFSC or receipts any of any Acquired Company its Subsidiaries, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00010,000, or receipts of MFSC or any of its Subsidiaries, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $20,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale Conditional Sale agreement, and other Applicable Contract of MFSC or any of its Subsidiaries affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales sale agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract of MFSC or any of its Subsidiaries with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the MFSC Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract of MFSC or any of its Subsidiaries to or with any labor union or other employee representative of a group of employees relating to wages, hours, and each other conditions of employmentwritten employment or consulting agreement with any employees or consultants;
(vii) Each each joint venture, partnership, partnership and other Applicable Contract of MFSC or any of its Subsidiaries (however named) involving a sharing of profits, losses, costs, costs or liabilities by MFSC or any Acquired Company of its Subsidiaries with any other Person;
(viii) Each each Applicable Contract of MFSC or any of its Subsidiaries containing covenants that in any way purport to restrict any Acquired Company's the business activity of MFSC or any of its Subsidiaries or any Affiliate of MFSC or any of its Subsidiaries or limit the freedom of MFSC or any Acquired Company of its Subsidiaries or any Affiliate of MFSC or any of its Subsidiaries to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract of MFSC or any of its Subsidiaries providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by MFSC or any Acquired Company of its Subsidiaries to be responsible for consequential damages;
(xii) Each each Applicable Contract of MFSC or any of its Subsidiaries for capital expenditures in excess of $10,000;
(xiii) Each each Applicable Contract which, to the Knowledge of MFSC, will result in a material loss to MFSC and its Subsidiaries;
(xiv) each Applicable Contract between a MFSC or any of its Subsidiaries, on the one hand, and its former or current stockholders, directors, officers and employees, on the other hand (other than standard employment agreements previously furnished to or approved by CSR);
(xv) each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by MFSC or any Acquired Company of its Subsidiaries other than in the Ordinary Course of Business; and
(xivxvi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 5.16 sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of MFSC or any of its Subsidiaries under the Contracts, and the place where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies5.16, no officer, director, agent, employee, consultant, consultant or contractor of MFSC or any Acquired Company of its Subsidiaries is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, consultant or contractor to (A) engage in or continue any conduct, activity, activity or practice relating to the business of MFSC or any Acquired Company, of its Subsidiaries or (B) assign to MFSC or any Acquired Company of its Subsidiaries or to any other Person any rights to any invention, improvement, improvement or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each 5.16, each Contract identified or required to be identified in Schedule 2.17(a) 5.16 is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):5.16:
(i) Each Acquired Company each of MFSC and its Subsidiaries is, and at all times since December 31January 1, 19921993, has been, in full compliance with all applicable material terms and requirements of each material Contract under which such Acquired Company MFSC or any of its Subsidiaries has or had any obligation or liability Liability or by which such Acquired Company MFSC or any of its Subsidiaries or any of the assets owned or sued used by such Acquired Company MFSC or any of its Subsidiaries is or was bound;
(ii) Each each other Person that has or had any obligation or liability Liability under any material Contract under which an Acquired Company MFSC or any of its Subsidiaries has or had any rights is, and at all times since December 31January 1, 1992, 1993 has been, in full compliance with all applicable material terms and requirements of such Contract;
(iii) No to the Knowledge of MFSC, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give MFSC or any Acquired Company of its Subsidiaries or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; and
(iv) No Acquired Company neither MFSC nor any of its Subsidiaries has given to or received from any other Person, at any time since December 31January 1, 19921993, any written or, to the Knowledge of MFSC, other notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to MFSC or any Acquired Company of its Subsidiaries under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies MFSC and its Subsidiaries have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Merger Agreement (Corporate Staffing Resources Inc)
Contracts; No Defaults. (a1) Schedule 2.17(a) 3.17 of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, list of:
(ia) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,000100,000;
(iib) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,000100,000;
(iiic) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures by or receipts of any Acquired the Company in excess of $50,000;
(ivd) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(ve) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vif) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viig) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiih) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for late or delayed performance penalties, charges or, under any circumstances, consequential damages;
(xiii) Each each Applicable Contract for capital expenditures in excess of $10,000;100,000; and
(xiiij) Each each written warranty, guaranty, and/or other similar undertaking and disclaimer with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoingCompany.
(b2) Except as set forth in Schedule 2.17(b):
(i3.17(2) None of the Sellers has or may acquire any rights underDisclosure Letter, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each each Contract identified or required to be identified in Schedule 2.17(a3.17(1) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d3) Except as set forth in Schedule 2.17(d):3.17(3) of the Disclosure Letter:
(ia) Each Acquired to the Knowledge of the Sellers, the Company is, and at all times since December 31, 1992, the Unaudited Balance Sheet Date has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound, except where the failure to be in compliance is not likely to result in a Company Material Adverse Effect;
(iib) Each other Person that has or had any obligation or liability under any Contract under which an Acquired to the Knowledge of the Sellers, the Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has not given to or received from any other Person, at any time since December 31, 1992the Unaudited Balance Sheet Date, any written notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copiescopies of, or in the case of any verbal arrangements that would materially impact the Business of the Company, a complete summary of all material terms of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of Five Thousand Dollars ($50,0005,000);
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of Five Thousand Dollars ($50,0005,000);
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of Five Thousand Dollars ($50,0005,000);
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than Five Thousand Dollars ($10,000 5,000) and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of Five Thousand Dollars ($10,000;5,000); (i)
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking not otherwise referenced above with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None no Seller (and no Related Person of the Sellers Seller) has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to purchase the business of, or any of the assets owned or used by, any Acquired Company or any of the Capital Stock of t he Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Applicable Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified , except as may be otherwise provided under the bankruptcy laws or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operaterules of equity.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each each Acquired Company is, and at all times since December 31, 1992, has been, is in full material compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Applicable Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full material compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since December 31January 1, 19922003, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract.
(e) There To Sellers' Knowledge, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Applicable Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (Bridge Street Financial Inc)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Company has delivered or made available to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,00015,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,00015,000;
(iviii) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 15,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Seller of the Company or limit the freedom of the Company or any Acquired Seller of the Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods and sales commission arrangements for employees;
(xix) Each each power of attorney granted by the Company that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xiixi) Each each Applicable Contract for future capital expenditures in excess of $10,00015,000;
(xiiixii) Each each currently effective written warranty, guaranty, and/or indemnity, and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business;
(xiii) each Contract for indebtedness of the Company involving future aggregate payments of more than $10,000; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None Sellers (and no Related Person of the Sellers has Sellers) do not have or may acquire any rights under, and none of the Sellers has do not have or may become subject to to, any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii) To no officer or director of the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, officer or contractor director to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its material terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each Acquired the Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.had
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aSection 3.12(a) of Sellers' Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, oflist of each of the following Contracts which shall be deemed Material Contracts for purposes of this Agreement:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of the Companies and their Subsidiaries in an amount or value in excess of $50,000;250,000 per year.
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of the Companies and their Subsidiaries in an amount or value in excess of $50,000;250,000 per year.
(iii) Each each Applicable Contract that was not entered into in relating to the Ordinary Course borrowing of Business money other than institutional note placement agreement and that involves expenditures or receipts credit agreement of any Acquired Company in excess the Companies and their Subsidiaries and other agreements with the holders of $50,000such indebtedness relating thereto;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, sales agreement and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per requiring expenditures of $25,000 or less for any single item in any year or aggregate payments of less than $10,000 50,000 over the term thereof, and with terms of less than one three (13) yearyears);
(v) Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each material joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company the Companies and their Subsidiaries with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict in any Acquired Company's material respect the business activity of the Companies or their Subsidiaries (or any Affiliate thereof) or limit the freedom of the Companies and their Subsidiaries (or any Acquired Company Affiliate thereof) to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xivviii) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoingeach other material Applicable Contract.
(b) Except as set forth in Schedule 2.17(b):
(iSection 3.12(b) None of the Sellers has or may acquire any rights underSellers' Disclosure Letter, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired CompaniesPrincipal Sellers, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any each Material Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to , except as may be identified in Schedule 2.17(a) contains any term or requirement that is unreasonablelimited by bankruptcy, extraordinary, or not customary in moratorium and insolvency laws and other laws affecting the industries in which rights of creditors generally and except as may be limited by the Acquired Companies operategeneral principles of equity.
(dc) Except as set forth in Schedule 2.17(d):Section 3.12(c) of Sellers' Disclosure Letter:
(i) Each Acquired Company is, each of the Companies and at Subsidiaries is in material compliance in all times since December 31, 1992, has been, in full compliance material respects with all applicable terms and requirements of each Material Contract under to which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company it is or was bounda party;
(ii) Each to the Knowledge of the Principal Sellers, each other Person that has or had which is a party to any obligation or liability under any Contract under which an Acquired Company has or had any rights isMaterial Contract, and at all times since December 31, 1992, has been, is in full material compliance with all applicable terms and requirements of such Material Contract;
(iii) No no event has occurred and is continuing or circumstance exists on the part of the Companies and their Subsidiaries or, to the Knowledge of the Principal Sellers, on the part of any other party to a Material Contract, that (with or without notice or lapse of time) may would reasonably be expected to contravene, conflict with, with or result in a material violation or breach of, or give any Acquired Company of the Companies or their Subsidiaries or any other Person the right to declare a default or exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Material Contract; and
(iv) No Acquired Company to the Knowledge of the Principal Sellers, none of the Companies or their Subsidiaries has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral orally with specificity or written) regarding which a reasonable person would understand as asserting any actual, alleged, possible, actual or potential alleged violation or breach of, or default under, any Material Contract.
(ed) There To the Knowledge of the Principal Sellers, the Companies and their Subsidiaries are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate not currently renegotiating any material amounts paid or payable to any Acquired Company the Companies or their Subsidiaries under current or completed Material Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiationPerson.
(fe) The copies of the Material Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies which have been entered into delivered to Buyer are, except as redacted, true and correct copies of such Material Contracts as presently in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementeffect.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any the Acquired Company of an amount or value in excess of One Thousand US Dollars ($50,0001,000.00);
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any the Acquired Company of an amount or value in excess of One Thousand US Dollars ($50,0001,000.00);
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company in excess of One Thousand US Dollars ($50,0001,000.00);
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than One thousand US Dollars ($10,000 1,000.00) and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any the Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Acquired Company or the Affiliate of the Acquired Company or limit the freedom of the Acquired Company or any Affiliate of the Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any the Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of Five Thousand US Dollars ($10,0005,000.00);
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any the Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Acquired Company under the Contracts, and the Acquired Company's office where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):Part 3.17(b) of the Disclosure Letter:
(i) None Seller (and any Related Person of the Sellers Seller) has not or may not acquire any rights under, and none of the Sellers Seller has not or may not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any the Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, participant, agent, employee, consultant, or contractor of any the Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, participant, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any the Acquired Company, or (B) assign to any the Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 3.17(c) Each of the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 3.17(d) of the Disclosure Letter:
(i) Each the Acquired Company is, and at all times since December 31, 1992, its formation has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an the Acquired Company has or had any rights is, and at all times since December 31, 1992, its formation has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any the Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No the Acquired Company has not given to or received from any other Person, at any time since December 31, 1992, its formation any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any the Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a5.12(a) of the CorpAcq Schedules contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copieslisting of all Contracts (other than purchase orders providing for consideration of less than £500,000) described in clauses (i) through (xvi) of this Section 5.12(a) to which, of:as of the date hereof, CorpAcq Holdco or any of its Significant Subsidiaries (or, with respect to Section 5.12(a)(ii), any of its Subsidiaries) is a party (together with all material amendments, waivers or other changes thereto) other than CorpAcq Benefit Plans (collectively, the “Material Contracts”). True, correct and complete copies of the Material Contracts have been made available to CCVII.
(i) Each Applicable Contract that involves performance relates to (x) a Material Customer of services a Significant Subsidiary or delivery (y) a Material Supplier of goods or materials by any Acquired Company of an amount or value in excess of $50,000a Significant Subsidiary;
(ii) Each Applicable Contract that involves performance to the knowledge of services the CorpAcq Parties involved aggregate payments or delivery of goods consideration furnished by or materials to CorpAcq Holdco or by or to any Acquired Company of an amount or value its Subsidiaries of more than £2,000,000 in excess of $50,000the calendar year ended December 31, 2022;
(iii) Each Applicable Contract that was not entered into in is a definitive purchase and sale or similar agreement for the Ordinary Course of Business and that involves expenditures or receipts acquisition of any Acquired Company Subsidiary or the disposition of any Person that, if not for such disposition, would reasonably likely be a Subsidiary of CorpAcq Holdco or any of its Subsidiaries, in excess of $50,000each case, consummated since January 1, 2022;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement and each other Applicable Contract affecting with outstanding obligations that (x) provides for the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property and (except personal property leases and installment and conditional sales agreements having a value per item or y) involves aggregate payments in excess of less £1,000,000 in any calendar year, other than $10,000 sales or purchase agreements in the ordinary course of business and with terms sales of less than one (1) year)obsolete equipment;
(v) Each licensing agreement Contract requiring CorpAcq Holdco or other Applicable Contract with respect its Subsidiaries to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding guarantee the appropriation or the non-disclosure Liabilities of any Person (other than an entity within the CorpAcq Group) or pursuant to which any Person (other than an entity within the CorpAcq Group) has guaranteed the Liabilities of any entity within the Intellectual Property AssetsCorpAcq Group, in each case in excess of £1,000,000;
(vi) Each collective bargaining joint venture Contract, partnership agreement, limited liability company agreement or similar Contract (other than Contracts between Subsidiaries of CorpAcq Holdco) that is material to the business of CorpAcq Holdco and other Applicable Contract to or with any labor union or other employee representative of its Significant Subsidiaries, taken as a group of employees relating to wages, hours, and other conditions of employmentwhole;
(vii) Each material advertising, agency, original equipment manufacturer, dealer, distributors, joint venturemarketing, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other PersonContract the performance of which requires either (A) annual payments to or from CorpAcq Holdco or any of its Significant Subsidiaries in excess of £1,000,000 or (B) aggregate payments to or from CorpAcq Holdco or any of its Significant Subsidiaries in excess of £1,000,000 over the term of the agreement and, in each case, that is not terminable by the CorpAcq Holdco or any of its Significant Subsidiaries without penalty upon less than 60 days’ prior written notice;
(viii) Each Applicable Contract containing covenants that requiring capital expenditures after the date of this Agreement in an amount in excess of £1,000,000 in the aggregate;
(ix) Each Contract expressly prohibiting or restricting in any way purport to restrict any Acquired Company's business activity material respect the ability of CorpAcq Holdco or limit the freedom of any Acquired Company its Subsidiaries to engage in any line of business business, to sell or distribute any products, to operate in any geographical area or to compete with any Person;
(ix) Each Applicable Contract providing ; provided that non-solicitation obligations with respect to employees, consultants or service providers of a third party shall not be deemed to prohibit or restrict competition for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodspurposes of this Section;
(x) Each power license or other agreement with respect to any item of attorney Intellectual Property that is currently effective and outstandingmaterial to CorpAcq Group (excluding licenses granted to CorpAcq Holdco or its Subsidiaries for commercially available “off-the-shelf” software, or non-exclusive licenses granted in the ordinary course of business);
(xi) Each Applicable Contract entered into other than with a Governmental Authority involving annual payments in the Ordinary Course excess of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages£1,000,000;
(xii) Each Applicable Contract for capital expenditures which may be terminated by the relevant counterparty as a result of one or more of the Transactions, which if so terminated, would reasonably be expected to have, individually or in excess of $10,000the aggregate, a Material Adverse Effect;
(xiii) Each written warrantysettlement, guarantyconciliation or similar Contract (A) the performance of which would be reasonably expected to involve any payments in excess of £1,000,000 after the date of this Agreement, and/or other similar undertaking (B) with respect a Governmental Authority or (C) that imposes or is reasonably expected to contractual performance extended by impose, at any Acquired Company other than time in the Ordinary Course future, any material non-monetary obligations on CorpAcq Holdco or any of Business; andits Subsidiaries (or any CorpAcq Party or any of its Affiliates after the Closing);
(xiv) Each amendmentemployee collective bargaining Contract or other Contract with any labor union, supplementworks council, or labor organization or association;
(xv) Each sales commission or brokerage Contract that involves annual payments in excess of £250,000 or is not cancellable on thirty (30) calendar days’ notice or less without payment or penalty;
(xvi) Each mortgage, indenture, note, installment obligation or other instrument, agreement or arrangement or Contract for or relating (1) to Indebtedness for borrowed money of CorpAcq Holdco or any of its Subsidiaries, in each case in excess of £1,000,000 or (2) to the placing of a Lien (other than a Permitted Lien) on any material assets or properties valued in excess of £1,000,000 of CorpAcq Holdco or any of its Subsidiaries;
(xvii) Any Contract that is a currency or interest hedging arrangement;
(xviii) Any Contract under which CorpAcq Holdco or any of its Subsidiaries has agreed to purchase or sell goods or services from a vendor, supplier or other person on a preferred supplier or “most favored supplier” basis and modification the payments to or by CorpAcq Holdco or any such Subsidiary thereunder exceeded £1,000,000 during the year ended December 31, 2022;
(whether oral xix) Any Contract involving any Subsidiary, which has either been terminated or written) in respect discharged by frustration, nor has the performance of any obligation thereunder been suspended or otherwise materially varied, in each case for a reason associated with COVID-19;
(xx) Any Contract relating to any pending acquisition or disposition of any Real Property; and
(xxi) Any Contract relating to a commitment to enter into agreement of the foregoingtype described in clauses (i) through (xxii) of this Section 5.13(a).
(b) Except for any Contract that has expired or will expire pursuant to its terms prior to the Closing Date and except as set forth would not, individually or in Schedule 2.17(b):
the aggregate, reasonably be expected to have a Material Adverse Effect, each Material Contract is (i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified represents the legal, valid and binding obligations of CorpAcq Holdco or required one of its Subsidiaries party thereto and, to the knowledge of the CorpAcq Parties, represent the legal, valid and binding obligations of the other parties thereto, in each case, subject to the Enforceability Exceptions. Except as would not reasonably be expected to be, individually or in the aggregate a Material Adverse Effect, (w) none of CorpAcq Holdco, any of its Subsidiaries or, to the knowledge of the CorpAcq Parties, any other party thereto is or is alleged to be identified in Schedule 2.17(amaterial breach of or material default under any Material Contract, (x) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or neither CorpAcq Holdco nor any of the assets owned its Subsidiaries has received any written claim or sued by such Acquired Company is notice of material breach of or was bound;
(ii) Each other Person that has or had any obligation or liability material default under any Contract under which an Acquired Company has or had any rights isMaterial Contract, and at all times since December 31(y) to the knowledge of the CorpAcq Parties, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred which individually or circumstance exists that together with other events, would reasonably be expected to result in a material breach of or a material default under any Material Contract (in each case, with or without notice or lapse of timetime or both) may contraveneand (z) no party to any Material Contract that is currently a Material Customer or Material Supplier to CorpAcq Holdco or any of its Subsidiaries has to the knowledge of the CorpAcq Parties, conflict threatened in writing to cancel or terminate its business with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, CorpAcq Holdco or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementits Subsidiaries.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a2.16(a) contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each contract (a) under which the Company has or may acquire any rights, (b) under which the Company has or may become subject to any obligation or liability, or (c) by which the Company or any of the assets owned or used by it is or may become bound ("Applicable Contract Contract"), that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,000;
(ii) Each each Applicable Contract that was not entered into in the ordinary course of business and that involves performance expenditures or receipts of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,000;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 50,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(viv) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiivi) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract Contract, including distributor agreements, providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xvii) Each each power of attorney that is currently effective and outstanding;
(xiviii) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xiiiix) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course ordinary course of Businessbusiness; and
(xivx) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(a) sets forth reasonably complete details concerning such contracts, including the parties to the contracts and the amount of the remaining commitment of the Company under the contracts.
(b) Except as set forth in disclosed on Schedule 2.17(b):
2.16, (i) None each of the Sellers has or may acquire any rights underagreements, contracts, commitments, leases and none of the Sellers has or may become subject to any obligation or liability underother instruments, any Contract that relates documents and undertakings listed on Schedule 2.16, to the business ofSellers' knowledge, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; , the Company and
(ii) No Contract identified or required , to be identified Sellers' knowledge, the other parties thereto, are in Schedule 2.17(a) contains any term or requirement that is unreasonablecompliance with the provisions thereof, extraordinarythe Company and, or to Sellers' knowledge, the other parties thereto are not customary in default in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company isperformance, observance or fulfillment of any material obligation, covenant or condition contained therein, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without the giving of notice or lapse of time) may contravene, conflict with, or result in a violation or breach ofboth, or give any Acquired Company or other Person the right to declare would constitute a default or exercise any remedy underby the Company, or to accelerate Sellers' knowledge, such other parties thereunder; (ii) no such agreement, contract, commitment, lease or other instrument, document or undertaking, in the maturity reasonable opinion of Sellers, contains a contractual requirement with which there is a reasonable likelihood that the Company or performance ofany other party thereto will be unable to comply; (iii) other than for maintenance and use of the products as indicated on Schedule 2.16, no advance payments have been received by the Company by or on behalf of any party to cancelany of the agreements, terminatecontracts, commitments, leases and other instruments listed on Schedule 2.16 for services to be rendered or modify, any Applicable Contractproducts to be delivered to such party after the Closing Date; and
and (iv) No Acquired Company has given no consent or approval of any party to or received from any other Personagreement, at any time since December 31contract, 1992commitment, any notice lease or other communication (whether oral or written) regarding any actualinstrument, alleged, possibledocument, or potential violation undertaking listed on Schedule 2.16 is required for the execution of this Agreement or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts the consummation of the transactions contemplated hereby. The customer agreements listed on Schedule 2.16 represent all of the currently operative customer agreements to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired which the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating is a party which relate to the sale, design, manufacture, or provision sale of products or services by the Acquired Companies have been entered into in Company except any operative customer agreement that involves receipts by the Ordinary Course Company or contemplates future receipts by the Company of Business and have been entered into without the commission of any act alone $50,000 or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementless.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) 4.16 contains a complete and accurate list, and Sellers have delivered CSR made available to Buyer MFSC true and complete copies, of:
(i) Each each written Applicable Contract that involves performance of services or delivery of goods by CSR or materials by any Acquired Company of its Subsidiaries of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00010,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to CSR or any Acquired Company of its subsidiaries of an amount or value value, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00020,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures of CSR or receipts any of any Acquired Company its Subsidiaries, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $50,00010,000, or receipts of CSR or any of its Subsidiaries, individually or, for a series of related Applicable Contracts, in the aggregate, in excess of $20,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract of CSR or any of its Subsidiaries affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract of CSR or any of its Subsidiaries with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the CSR Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract of CSR or any of its Subsidiaries to or with any labor union or other employee representative of a group of employees relating to wages, hours, and each other conditions of employmentwritten employment or consulting agreement with any employees or consultants;
(vii) Each each joint venture, partnership, partnership and other Applicable Contract of CSR or any of its Subsidiaries (however named) involving a sharing of profits, losses, costs, costs or liabilities by CSR or any Acquired Company of its Subsidiaries with any other Person;
(viii) Each each Applicable Contract of CSR or any of its Subsidiaries containing covenants that in any way purport to restrict any Acquired Company's the business activity of CSR or any of its Subsidiaries or any Affiliate of CSR or any of its Subsidiaries or limit the freedom of CSR or any Acquired Company of its Subsidiaries or any Affiliate of CSR or any of its Subsidiaries to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract of CSR or any of its Subsidiaries providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by CSR or any Acquired Company of its Subsidiaries to be responsible for consequential damages;
(xii) Each each Applicable Contract of CSR or any of its Subsidiaries for capital expenditures in excess of $10,000;
(xiii) Each each Applicable Contract which, to the Knowledge of CSR,will result in a material loss to CSR and its Subsidiaries;
(xiv) each Applicable Contract between a CSR or any of its Subsidiaries, on the one hand, and its former or current stockholders, directors, officers and employees, on the other hand (other than standard employment agreements previously furnished to or approved by MFSC);
(xv) each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by CSR or any Acquired Company of its Subsidiaries other than in the Ordinary Course of Business; and
(xivxvi) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 4.16 sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of CSR or any of its Subsidiaries under the Contracts, and the place where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies4.16, no officer, director, agent, employee, consultant, consultant or contractor of CSR or any Acquired Company of its Subsidiaries is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, consultant or contractor to (A) engage in or continue any conduct, activity, activity or practice relating to the business of CSR or any Acquired Company, of its Subsidiaries or (B) assign to CSR or any Acquired Company of its Subsidiaries or to any other Person any rights to any invention, improvement, improvement or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each 4.16, each Contract identified or required to be identified in Schedule 2.17(a) 4.16 is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):4.16:
(i) Each Acquired Company each of CSR and its Subsidiaries is, and at all times since December 31January 1, 19921993, has been, in full compliance with all applicable material terms and requirements of each material Contract under which such Acquired Company CSR or any of its Subsidiaries has or had any obligation or liability Liability or by which such Acquired Company CSR or any of its Subsidiaries or any of the assets owned or sued used by such Acquired Company CSR or any of its Subsidiaries is or was bound;
(ii) Each each other Person that has or had any obligation or liability Liability under any material Contract under which an Acquired Company CSR or any of its Subsidiaries has or had any rights is, and at all times since December 31January 1, 1992, 1993 has been, in full compliance with all applicable material terms and requirements of such Contract;
(iii) No to the Knowledge of CSR, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give CSR or any Acquired Company of its Subsidiaries or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, terminate or modify, any Applicable Contract; and
(iv) No Acquired Company neither CSR nor any of its Subsidiaries has given to or received from any other Person, at any time since December 31January 1, 19921993, any written or, to the Knowledge of CSR, other notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to CSR or any Acquired Company of its Subsidiaries under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies CSR and its Subsidiaries have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Merger Agreement (Corporate Staffing Resources Inc)
Contracts; No Defaults. (a) Schedule 2.17(a3.20(a) contains a an accurate and complete and accurate list, and Sellers have Seller has delivered to Buyer true Buyer, accurate and complete copies, copies of:
(i) Each Applicable each Transferred Contract that involves performance performances of services or delivery of goods or materials by any Acquired Company Seller of an amount or value in excess of $50,000;
(ii) Each Applicable each Transferred Contract that involves performance furnishing of services services, licensing of software or delivery of goods or materials to any Acquired Company Seller of an amount or value in excess of $50,000;
(iii) Each Applicable each Transferred Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company Seller in excess of $50,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable each Transferred Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements agreements) having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)50,000;
(v) Each licensing agreement or other Applicable each Transferred Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, hours and other conditions of employment;
(viivi) Each joint venture, partnership, and other Applicable each Transferred Contract (however named) involving a sharing share of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person;
(viiivii) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable each Transferred Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments payment for goods;
(xviii) Each each power of attorney granted by Seller that is currently effective and outstandingoutstanding and binding on Buyer after the Closing, except powers of attorney granted in respect of patents, copies of which have been previously provided to Buyer by Seller;
(xiix) Each Applicable each Transferred Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages;
(xiix) Each Applicable each Transferred Contract for capital expenditures in excess of $10,00025,000 in the aggregate;
(xiiixi) Each each Transferred Contract containing covenants that in any way purport to restrict Seller's business activity with respect to the Automated Services Business
(xii) each written warranty, guaranty, and/or guaranty or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller with respect to the Automated Systems Business other than in the Ordinary Course of Business; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in on Schedule 2.17(b3.20(b):
(i) None of the Sellers has or may acquire any rights under, each Transferred Contract is valid and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers binding and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundeffect;
(ii) Each neither Seller nor, to Seller's Knowledge, any other Person that has or had party to any obligation or liability Seller Contract is in default under any Transferred Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contractexcept as would not be expected to have a Material Adverse Effect;
(iii) No no event has occurred or circumstance exists that (which with or without the giving of notice or lapse passage of time) may contravene, conflict with, time or result in a violation or breach of, or give any Acquired Company or other Person the right to declare both would constitute a default or exercise by Seller under any remedy under, or Transferred Contract except as would not be expected to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contracthave a Material Adverse Effect; and
(iv) No Acquired Company has given neither Seller, nor to or received from any other Person, at any time since December 31, 1992Seller's Knowledge, any notice Person other than Seller has failed to comply with any obligation under any Transferred Contract which would materially adversely affect, either individually or together with other communication (whether oral defaults, the financial condition of the Automated Systems Business or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contractthe Assets.
(ec) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company the Seller under current or completed Transferred Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation and Knowledge of Seller, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Asset Purchase Agreement (Cohu Inc)
Contracts; No Defaults. (a) Schedule 2.17(a) 2.22.1 contains a true, correct and complete and accurate list, and Sellers have delivered to Buyer true true, correct and complete copies, of:
(ia) Each Applicable existing Contract that involves the furnishing or performance of services services, or delivery the delivery, sale, lease or transfer of goods goods, materials or materials products, by the Company or any Acquired Company of Subsidiary in an amount or value in excess of $50,00010,000;
(iib) Each Applicable existing Contract that involves the furnishing or performance of services to, or delivery the purchase, lease or receipt of goods goods, materials, inventory, supplies, products or materials to other personal property by the Company or any Acquired Company of Subsidiary in an amount or value in excess of $50,00010,000;
(iiic) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each existing lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)property;
(vd) Each existing Contract under which the Company or any Subsidiary has created, incurred, assumed or guaranteed any indebtedness for borrowed money, has incurred any capitalized lease obligation, or under which any of its tangible or intangible assets, are Encumbered;
(e) Each existing licensing agreement or other Applicable Contract with respect to patentsany Intellectual Property Assets, trademarksincluding, copyrightswithout limitation, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vif) Each collective bargaining agreement and other Applicable Contract to or with any labor union existing profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other employee representative plan, arrangement, contract or Employee Benefit Plan for the benefit of a group of employees relating to wagesits current or former directors, hoursofficers, and other conditions of employmentemployees, except for Employee Benefits Plans disclosed in Schedule 2.17;
(viig) Each offer or agreement for the employment of or receipt of any services from any Person on a full-time, part-time, consulting, commission or any other basis, except for offers or agreements which could not require the payment of more than $75,000 per annum and oral agreements of employment that are terminable by the Company and the Subsidiaries at will and without any Liability;
(h) Each existing joint ventureventure or partnership agreement or other Contract involving any joint conduct or sharing of any business, partnershipventure or enterprise, and other Applicable Contract (however named) involving or a sharing of profits, losses, costs, or liabilities by the Company or any Acquired Company Subsidiary with any other Person;
(viiii) Each Applicable existing Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Subsidiary or limit the freedom of the Company or any Acquired Company Subsidiary to engage in any line of business or to compete with any Person;
(ixj) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable existing Contract for capital expenditures in excess of $10,000;
(xiiik) Each written existing warranty, guaranty, and/or or other similar undertaking extended by the Company or any Subsidiary for or with respect to contractual performance extended by any Acquired Person;
(l) Each existing Contract under which the Company other than or any Subsidiary has advanced, guaranteed or loaned any amount to or for the benefit of any of its respective directors, officers, employees or Representatives;
(m) Each existing Contract with any employee, officer, director, members, sales representative, consultant, distributor, Representative or agent of the Company or any Subsidiary;
(n) Each existing Contract relating to Intellectual Property Assets;
(o) Each existing Contract not entered into in the Ordinary Course of Business; and
(xivp) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any existing Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, confidentiality or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoverynoncompetition.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Limited Liability Company Ownership Interest Purchase Agreement (Generex Biotechnology Corp)
Contracts; No Defaults. (a) Section 3.19(a) of the Company Disclosure Schedule 2.17(a) contains a complete and accurate list, and Sellers have delivered the Company has made available to Buyer true the Parent true, complete and complete correct copies, of:
(i) Each each Applicable Contract that involves performance pursuant to which the Company or any of services its Subsidiaries invoiced the contracting party for service revenue in excess of $250,000 in calendar year 2011.
(ii) each Applicable Contract pursuant to which the Company or delivery any of goods its Subsidiaries paid or materials by any Acquired Company of accrued an amount or value in excess of $50,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value 250,000 in excess of $50,000calendar year 2011;
(iii) Each Applicable Contract that was not entered into in a list of all obligations and liabilities of the Ordinary Course Company or any of Business and that involves expenditures or receipts of any Acquired Company its Subsidiaries in excess of $50,000250,000 pursuant to uncompleted orders for the purchase by the Company or any of its Subsidiaries for materials, supplies, equipment and services for the requirements of their respective businesses;
(iv) Each each Applicable Contract relating to borrowed money or constituting a capital lease;
(v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 50,000 and with terms of less than one (1) yearyear and Desktop Software licensed by the Company or any of its Subsidiaries in the ordinary course of business consistent with past practice);
(vvi) Each each licensing agreement or other Applicable Contract (except for customer and vendor contracts entered into in the ordinary course of business consistent with past practice, complete copies of which have been made available to the Parent) with respect to patents, trademarks, service marks, copyrights, or other intellectual property, including agreements with current Intellectual Property (other than Desktop Software) that is used in the operation of the Company or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentits Subsidiaries;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any Acquired Company of its Subsidiaries with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's restricts the business activity of the Company or limit any of its Subsidiaries or, to the freedom Knowledge of the Company, any Acquired officer, director or employee of the Company or any of its Subsidiaries or that restricts the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by the Company or any Person of its Subsidiaries based on sales, purchases, or profits, other than direct payments for goodsgoods or services;
(x) Each each power of attorney to which the Company or any of its Subsidiaries is a party that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than for capital expenditures by the Company or any of its Subsidiaries in excess of $50,000 not otherwise reflected in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damagesInterim Financial Statements;
(xii) Each Applicable each Contract for capital expenditures in excess regulating or controlling the voting or disposition of $10,000the securities of the Company or any Subsidiary thereof giving any Person the right to appoint directors or control the management of the Company or any of its Subsidiaries;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by the Company or any Acquired Company of its Subsidiaries other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practice; and
(xiv) Each amendmenteach other Applicable Contract that was not entered into in the ordinary course of business consistent with past practice since March 31, supplement, and modification (whether oral or written) in respect of any of the foregoing2011.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired CompaniesCompany, no officer, director, agent, employee, consultant, consultant or contractor of the Company or any Acquired Company of its Subsidiaries is bound by any Contract that purports to limit limits the ability of such officer, employee, director, agent, employee, consultant, consultant or contractor to to: (A) engage in or continue any conduct, activity, or practice relating to the business of the Company or any Acquired Company, of its Subsidiaries; or (B) assign to the Company or any Acquired Company of its Subsidiaries or to any other Person any rights to any invention, improvement, or discoverydiscovery that is invented, developed, and/or discovered by such individual with the scope of the services that such individual provides to the Company and its Subsidiaries that relates to the business or operations of the Company or any of its Subsidiaries.
(c) Except as set forth in Schedule 2.17(c):
(i) Each To the Knowledge of the Company, each Contract identified or required to be identified in Section 3.19(a) of the Company Disclosure Schedule 2.17(a) is in full force and effect and is a valid and enforceable in accordance with binding obligation of the Company or its terms; and
(ii) No Contract identified Subsidiaries, as applicable, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or required affecting creditors’ rights and to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operategeneral equity principles.
(d) Except as set forth in Schedule 2.17(d):Section 3.19(d) of the Company Disclosure Schedule:
(i) Each Acquired each of the Company is, and at all times since December 31, 1992, has been, its Subsidiaries is in full material compliance with all applicable terms and requirements of each Applicable Contract under which such Acquired Company has identified in or had any obligation or liability or by which such Acquired Company or any required to be identified in Section 3.19(a) of the assets owned or sued by such Acquired Company is or was boundDisclosure Schedule;
(ii) Each to the Knowledge of the Company, each other Person that has or had any obligation or liability under any Contract identified in or required to be identified in Section 3.19(a) of the Company Disclosure Schedule under which an Acquired the Company or any of its Subsidiaries has or had any rights is, and at all times since December 31, 1992, has been, is in full material compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may could reasonably be expected to contravene, conflict with, or result in a violation or breach of, or give the Company, any Acquired Company of its Subsidiaries or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable ContractContract identified or required to be identified in Section 3.19(a) of the Company Disclosure Schedule; and
(iv) No Acquired neither the Company nor any of its Subsidiaries has given to or received from any other PersonPerson any written notice, at any time since December 31or to the Knowledge of the Company, 1992verbal notice, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any ContractContract identified or required to be identified in Section 3.19(a) of the Company Disclosure Schedule.
(e) There are no renegotiations ofNeither the Company, attempts to renegotiate, or outstanding rights to renegotiate any of its Subsidiaries nor any Person has demanded that any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid of its Subsidiaries be renegotiated under the Applicable Contracts identified in or promised, that is or would required to be identified in violation of any Legal RequirementSection 3.19(a).
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a2.12(a) contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, copies (except for the Vendor Agreements as set forth on Annex 1 of the Schedule attached hereto) of:
(i) Each each Applicable Contract that involves the performance of services or delivery of goods or materials by any Acquired to the Company of an amount or value in excess of $50,00025,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,00025,000;
(iviii) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property used primarily in the conduct of the Foodservice Business (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 25,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual propertyproperty used primarily in the conduct of the Foodservice Business, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property AssetsRights;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;the Foodservice Business.
(viivi) Each each joint venture, partnership, and investment or other Applicable Contract (however named) agreement involving a sharing of profits, losses, costs, or liabilities by any Acquired Sellers or the Company with any other PersonPerson relating to the Foodservice Business;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of Sellers (with respect to the Foodservice Business) or limit the Company or limits the freedom of any Acquired Sellers (with respect to the Foodservice Business) or the Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) Each each power of attorney that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Sellers (as it relates to the Foodservice Business) or the Company to be responsible for consequential damages;
(xiixi) Each each Applicable Contract for capital expenditures or for the purchase of intangible assets in excess of $10,00025,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Sellers with respect to the Foodservice Business or the Company other than in the Ordinary Course of Business; and
(xivxiii) Each each material amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies2.12(b), no officer, director, agent, employee, consultant, or contractor of any Acquired Sellers (with respect to the Foodservice Business) or the Company is bound by any Contract that purports to limit limits the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired CompanyFoodservice Business, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each 2.12(c), each Applicable Contract identified or required to be identified in Schedule 2.17(a2.12
(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d2.12(d):
(i) Each Acquired Sellers (with respect to the Foodservice Business) and the Company is, and at all times since December 31January 1, 19922000, has been, in full compliance in all material respects with all applicable terms and requirements of each Contract relating to the Foodservice Business under which such Acquired Sellers (with respect to the Foodservice Business) or the Company has or had any obligation or liability or by which such Acquired Sellers (with respect to the Foodservice Business) or the Company or any of the assets owned or sued used by such Acquired Sellers (with respect to the Foodservice Business) or the Company is or was bound;
(ii) Each to Sellers' Knowledge, each other Person that has or had any obligation or liability under any Contract under which an Acquired Sellers (with respect to the Foodservice Business) or the Company has or had any rights relating to the Foodservice Business is, and at all times since December 31January 1, 19922000, has been, in full material compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Sellers (with respect to the Foodservice Business) or the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired neither Sellers (with respect to the Foodservice Business) nor the Company has given to or received from any other Person, at any time since December 31January 1, 19922000, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any ContractContract relating to the Foodservice Business.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Sellers or the Company under current or completed Contracts relating to the Foodservice Business with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, designproduction, manufacture, or provision of products or services by Sellers and the Acquired Companies Company with respect to the Foodservice Business have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
(g) To Sellers' Knowledge, there are no material oral contracts with respect to the Foodservice Business.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a3.21(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, ofof each written:
(i) Each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000with each Material Customer;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,000500,000 annually;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of any Acquired the Company in excess of $50,000250,000 annually and which cannot be terminated on 60 days notice without penalty;
(iv) Each Applicable Contract with a wholesale distributor of magazines in the United States who entered into such Applicable Contract with the Company in such wholesaler's capacity as a wholesale distributor of magazines;
(v) lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other written Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year100,000 annually);
(v) Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other written Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or limit the freedom of any Acquired the Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments in excess of $100,000 annually to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000100,000 annually, other than any Applicable Contracts with customers providing for the installation of display fixtures;
(xiiixii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course ordinary course of Businessbusiness; and
(xivxiii) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing; in each case other than those Applicable Contracts listed on another Schedule of the Disclosure Letter.
(b) Except as set forth in Schedule 2.17(b):3.21(b) of the Disclosure Letter or as contemplated by the Transaction Documents:
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any No Applicable Contract that relates to the business of, or any of the assets owned or used by, the Company (A) provides Seller (or any Acquired CompanyRelated Person of Seller) with any rights, or the ability to acquire any rights, thereunder under, or (B) subjects Seller (or any Related Person of Seller) to any obligation or liability thereunder; and
(ii) To No officer or director of the Knowledge of Sellers Company, and the Acquired Companiesto Seller's Knowledge, no officer, director, agent, employee, consultant, or contractor of any Acquired Company the Company, is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i3.21(c) Each Contract identified of the Disclosure Letter, since October 31, 2004, the Company has not received from any Person, any written notice or required other written communication or, to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance the Knowledge of Seller, any oral notice or communication that any Material Customer has determined to cease doing business with its terms; and
(ii) No Contract identified the Company or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in materially reduce the industries in which volume of Products purchased from the Acquired Companies operateCompany.
(d) Except as set forth in Schedule 2.17(d):
(i3.21(d) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights isDisclosure Letter, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate renegotiate, any material amounts paid or payable to any Acquired the Company under current or completed any Material Applicable Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation, other than in connection with a dispute or the expiration or renewal of such a Contract.
(fe) The Material Applicable Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course ordinary course of Business and have been entered into without business.
(f) The Material Customers in the commission aggregate accounted for not less than 80% of any act alone or the Company's net revenues in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirementthe Company's last fiscal year.
Appears in 1 contract
Sources: Unit Purchase Agreement (Source Interlink Companies Inc)
Contracts; No Defaults. (a) Schedule 2.17(a) Part 3.17 of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired the Company of an amount or value in excess of $50,00015,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,00015,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired the Company in excess of $50,00015,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 20,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney of the Company that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures expenditures, by the Company in excess of $10,00015,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xiv) Each each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):the Disclosure Letter:
(i) None none of the Sellers (and no Related Person of Sellers) has or may acquire any rights under, and none of the Sellers nor has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, or to the Knowledge of Sellers, any agent, critical employee, consultant, or contractor Representative of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, critical employee, consultant, or contractor Representative to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each the Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(a) Part 3.17 of the Disclosure Letter is in full force and effect and is valid and substantially enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):the Disclosure Letter:
(i) Each Acquired the Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable material terms and requirements of each Contract under which such Acquired the Company has or had any material obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound;
(ii) Each to the Knowledge of Sellers, each other Person that has or had any obligation or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable material terms and requirements of such Contract;
(iii) No to the Knowledge of Sellers, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a material violation or breach of, or give any Acquired the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31, 19921995 any written notice or, any notice or to the Knowledge of Sellers, other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and and, to the Knowledge of Sellers, have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in material violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) 5.14 contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, of:
(i) Each Applicable Contract that involves performance of services each licensing agreement or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000other contract with respect to software (collectively, the “Software Licenses”);
(ii) Each Applicable Contract each contract with respect to the providing of consulting services by Seller or any of its employees or agents, excluding those related exclusively to the New Business (collectively, the “Consulting Contracts”);
(iii) each contract that involves performance of services or delivery of goods or materials to any Acquired Company Seller of an amount or value in excess of $50,00010,000, excluding those related exclusively to the New Business;
(iiiiv) Each Applicable Contract each contract (other than the Software Licenses and the Consulting Contracts) that was not entered into in the Ordinary Course ordinary course of the Business and that involves expenditures or receipts of any Acquired Company Seller in excess of $50,00010,000;
(ivv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract contracts affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year), excluding those related exclusively to the New Business;
(vvi) Each each licensing agreement or other Applicable Contract contract (other than the Software Licenses) with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProperty;
(vivii) Each each collective bargaining agreement and other Applicable Contract contract to or with any labor union or other employee representative of a group of employees relating employees, excluding those related exclusively to wages, hours, and other conditions of employmentthe New Business;
(viiviii) Each each joint venture, partnership, and other Applicable Contract contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company Seller with any other Personperson, excluding those related exclusively to the New Business;
(viiiix) Each Applicable Contract each contract containing covenants that in any way purport to restrict the Business of Seller or any Acquired Company's business activity of its affiliates or limit the freedom of Seller or any Acquired Company of its affiliates to engage in any line of business the Business or to compete with any Personperson;
(ixx) Each Applicable Contract each contract providing for payments to or by any Person person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding, excluding those related exclusively to the New Business;
(xi) Each Applicable Contract each contract entered into other than in the Ordinary Course ordinary course of the Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages;
(xii) Each Applicable Contract each contract for capital expenditures in excess of $10,000, excluding those related exclusively to the New Business;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course ordinary course of the Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 5.14 sets forth reasonably complete details concerning such contracts, including the parties to the contracts, the amount of the remaining commitment of Seller under the contracts, and Seller’s office where details relating to the contracts are located.
(b) Except as set forth in Schedule 2.17(b):
(i) None No stockholder of the Sellers Seller (and no affiliate of any stockholder of Seller) has or may acquire any rights under, and none no stockholder of the Sellers Seller has or may become subject to any obligation or liability under, any Contract contract that relates to the business of, or any of the assets Purchased Assets owned or used by, any Acquired CompanySeller; and
and (ii) To to the Knowledge knowledge of Sellers and the Acquired CompaniesSeller, no officer, director, agent, employee, consultant, or contractor of any Acquired Company Seller is bound by any Contract contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired CompanyBusiness, or (B) assign to any Acquired Company Seller or to any other Person person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract contract identified or required to be identified in Schedule 2.17(a) 5.14 is in full force and effect and and, to the knowledge of Seller, is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company Seller is, and at all times since December January 31, 19922008, has been, in full compliance with all applicable terms and requirements of each Contract contract under which such Acquired Company it has or had any obligation or liability or by which such Acquired Company it or any of the assets owned or sued used by such Acquired Company it is or was bound;
, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect on the Business or the Purchased Assets; (ii) Each to the knowledge of Seller, each other Person person that has or had any obligation or liability under any Contract contract under which an Acquired Company it has or had any rights is, and at all times since December January 31, 19922008, has been, in full compliance with all applicable terms and requirements of such Contract;
contract, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect on the Business or the Purchased Assets; (iii) No to the knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company Seller or other Person person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contractcontract; and
and (iv) No Acquired Company Seller has not given to or received from any other Personperson, at any time since December January 31, 19922008, any written notice or other written communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contractcontract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Contracts contracts with any Person having person and, to the contractual or statutory right to demand or require such renegotiation and knowledge of the Seller, no such Person person has made written demand for such renegotiation.
(f) The Contracts contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Seller have been entered into in the Ordinary Course ordinary course of the Business and and, to the knowledge of the Seller, have been entered into without the commission of any act alone or in concert with any other Personperson, or any consideration having been paid or promised, that is or would be in violation of any Legal RequirementFederal or state law.
Appears in 1 contract
Contracts; No Defaults. (a) Section 3.17(a) of the Disclosure Schedule 2.17(a) contains a complete and accurate list, and Sellers the Principal Shareholders have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,00025,000;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,00025,000;
(iviii) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, service marks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAcquired Companies' Proprietary Rights;
(viv) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viivi) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) Each each power of attorney that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course ordinary course of Business business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xiixi) Each each Applicable Contract for capital expenditures in excess of $10,00025,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course ordinary course of Businessbusiness; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(iSection 3.17(b) None of the Sellers has or may acquire any rights underDisclosure Schedule, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers the Principal Shareholders and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to to: (Ai) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, ; or (Bii) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iSection 3.17(c) Each of the Disclosure Schedule, each Contract identified or required to be identified in Section 3.17(a) of the Disclosure Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except To the Knowledge of the Principal Shareholders and the Acquired Companies, except as set forth in Schedule 2.17(d):
(iSection 3.17(d) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights isDisclosure Schedule, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, modify any Applicable Contract; and
(ivcontract identified in Section 3.17(a) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contractof the Disclosure Schedule.
(e) There are no renegotiations ofExcept as set forth in Section 3.17(a) of the Disclosure Schedule, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision none of products or services by the Acquired Companies have been entered is party to an agency agreement, has terminated an agency agreement giving rise to an outstanding liability or is obliged to enter into any such agreement. None of the distribution agreements which are set forth in Section 3.17(a) of the Ordinary Course of Business and have been entered Disclosure Schedule are likely to be requalified into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any an agency agreement as defined by EU Legal RequirementRequirements.
Appears in 1 contract
Sources: Stock Purchase Agreement (Measurement Specialties Inc)
Contracts; No Defaults. (a3.15.1. Part 3.15(1) of the Disclosure Schedule 2.17(a) contains a complete and accurate list, and Sellers Page and the Stockholders have delivered to Buyer IPI true and complete copies, of:
(ia) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company Page of an aggregate amount or value in excess of $50,0001,000;
(iib) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company Page of an aggregate amount or value in excess of $50,0001,000;
(iiic) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company Page in excess of $50,0001,000;
(ivd) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 1,000 and with terms of less than one (1) year);
(ve) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(vif) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(viig) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company Page with any other Person;
(viiih) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of Page or limit the freedom of any Acquired Company Page to engage in any line of business or to compete with any Person;
(ixi) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xj) Each each power of attorney that is currently effective and outstanding;
(xik) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Page to be responsible for consequential damages;
(xiil) Each each Applicable Contract for capital expenditures in excess of $10,0001,000;
(xiiim) Each each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Page other than in the Ordinary Course of Business; and
(xivn) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.15 of the Disclosure Schedule sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of Page under the Contracts, and the location in Page's office where details relating to the Contracts are located.
(b) 3.15.2. Except as set forth in Schedule 2.17(b):Part 3.15.2 of the Disclosure Schedule:
(ia) None no stockholder of the Sellers Page (nor any Related Person of any stockholder) has or may acquire any rights under, and none no stockholder of the Sellers Page has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired CompanyPage; and
(iib) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company Page is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired CompanyPage, or (B) assign to any Acquired Company Page or to any other Person any rights to any invention, improvement, or discovery.
(c) 3.15.3. Except as set forth in Schedule 2.17(c):
(i) Each Part 3.15.3 of the Disclosure Schedule, each Contract identified or required to be identified in Part 3.15.1 of the Disclosure Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) 3.15.4. Except as set forth in Schedule 2.17(d):Part 3.15.4 of the Disclosure Schedule:
(ia) Each Acquired Company is, and at all times since December 31, 1992, has been, Page is in full compliance with all applicable terms and requirements of each material Contract under which such Acquired Company Page has or had any obligation or liability or by which such Acquired Company Page or any of the assets owned or sued used by such Acquired Company Page is or was bound;
(iib) Each to the knowledge of Page and the Stockholders, each other Person that has or had any obligation or liability under any material Contract under which an Acquired Company Page has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable terms and requirements of such Contract;
(iiic) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company Page or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material Applicable Contract; and
(ivd) No Acquired Company Page has neither given to or received to, nor received, from any other Person, Person at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) 3.15.5. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Page under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) 3.15.6. The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Page have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers Seller have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,00010,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,00010,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,00010,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 5,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b. Part 3.17(a) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights underDisclosure Letter sets forth reasonably complete details concerning such Contracts, and none including the parties to the Contracts, the amount of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any remaining commitment of the assets owned or used byAcquired Companies under the Contracts, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice ' office where details relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discoveryContracts are located.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Exchange Agreement (American Resources & Development Co)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, list of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company of Companies with an amount or value annualized run rate in excess of $50,0005,000,000 as of September 30, 1997;
(ii) Each each Applicable Contract that involves requires performance of services or delivery of goods or materials to any one or more Acquired Company of Companies with an amount or value annualized run rate in excess of $50,0001,000,000 as of September 30, 1997;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsIntangibles;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company or any affiliate of an Acquired Company to engage in any line of business or to compete with any PersonPerson that materially impairs the business of the Company as presently conducted;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goodsgoods with a future commitment greater than $100,000;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damagesdamages with respect to which there is a reasonable possibility of damages in excess of $100,000;
(xiixi) Each each Applicable Contract for future capital expenditures in excess of $10,000100,000;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and;
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract contract identified or required to be identified in Schedule 2.17(aPart 3.14(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each each Acquired Company is, and at all times since December 31, 1992, has been, is in full compliance with all applicable the terms and requirements of each Contract contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each to Seller's Knowledge, each other Person that has or had any obligation or liability under any Contract contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, is in full compliance with all applicable the terms and requirements of such Contract;contract; and
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No no Acquired Company has given to or received from any other Person, at any time since from December 31, 19921996, any written notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contractcontract.
(ed) There Except with respect to contracts with respect to which there is a reserve on the Closing Date Balance Sheet, there are no pending renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiationPerson.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (aA. SCHEDULE 3.17(A) of the SoftDent Disclosure Schedule 2.17(a) contains a complete and accurate list, and Sellers Ceramco has delivered (other than agreements on standard forms, the forms of which have delivered been provided pursuant to Buyer this Agreement) to PracticeWorks true and complete copies, of:
(i) Each Applicable SoftDent Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value annually in excess of $50,00025,000;
(ii) Each Applicable SoftDent Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value annually in excess of $50,00025,000;
(iii) Each Applicable SoftDent Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company annually in excess of $50,00025,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable SoftDent Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments annually of less than $10,000 25,000 and with terms of less than one (1) year);
(v) Each licensing agreement employment or other Applicable Contract consulting agreement, contract or commitment with respect to patents, trademarks, copyrights, any officer or other intellectual property, including agreements with current director or former employees, consultants, or contractors regarding senior management employee Company engaged solely in the appropriation or the non-disclosure of any of the Intellectual Property AssetsSoftDent Business;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each joint venture, partnership, and other similar Applicable SoftDent Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(vii) Each Applicable SoftDent Contract that is a joint marketing or development agreement under which Company has continuing obligations to jointly market any product, technology or service and which may not be canceled without penalty upon notice of ninety (90) days or less, or any Applicable SoftDent Contract pursuant to which Company has continuing obligations to jointly develop any intellectual property that will not be owned, in whole or in part, by Company and which may not be canceled without penalty upon notice of ninety (90) days or less;
(viii) Each Applicable SoftDent Contract currently in force to provide source code to any third party for any product or technology that is material to the SoftDent Business;
(ix) Each mortgage, indenture, guarantee, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or extension of credit or granting any Encumbrance on any SoftDent Assets;
(x) Each settlement agreement relating to the SoftDent Business entered into within two (2) years prior to the date of this Agreement;
(xi) Each Applicable SoftDent Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of Company or limit the freedom of any Acquired Company to engage in any line of business the SoftDent Business or to compete with any PersonPerson in the SoftDent Business;
(ixxii) Each Applicable SoftDent Contract providing for payments to with any stockholder of Ceramco or by any Person based on sales, purchases, or profits, of such stockholder's Affiliates (other than direct payments for goodsSoftDent LLC);
(xxiii) Each Applicable SoftDent Contract under which Company has advanced or loaned any amount to any SoftDent Personnel (other than advances of expenses in the Ordinary Course of Business);
(xiv) Each advertising services, e-commerce or other Applicable SoftDent Contract involving the promotion of products and services of third parties by Company;
(xv) Each Applicable SoftDent Contract pursuant to which Company is obligated to provide maintenance, support or training for its services or products;
(xvi) Each power of attorney relating to the SoftDent Business that is currently effective and outstanding;
(xixvii) Each To Company's Knowledge, each Applicable SoftDent Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a) 6.17 contains a complete and accurate list, and Sellers have the Company has delivered to Buyer Purchaser true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods goods, materials or materials by any Acquired Company products of an amount or value in excess of $50,00015,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired the Company of an amount or value in excess of $50,00015,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,00015,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 1,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or limit the freedom of any Acquired the Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00015,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course Company;
(xiv) each Applicable Contract relating to the distribution of Businessthe Company's goods or products; and
(xivxv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 6.17 sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the office of the Company where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):6.17:
(i) None no Seller (and no Related Person of the Sellers any Seller) has or may acquire any rights under, and none of the Sellers no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no No officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each 6.17, each Contract identified or required to be identified in Schedule 2.17(a) 6.17 is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):6.17:
(i) Each Acquired the Company is, and at all times since December 31January 1, 1992, 1992 has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound;
(ii) Each each other Person that has or had any obligation or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31January 1, 1992, 1992 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired the Company has not given to or received from any other Person, at any time since December 31January 1, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Section 4.12(a) of the Disclosure Schedule 2.17(a) contains a complete and accurate list, and Sellers have delivered the Company shall make available or deliver to Buyer Purchaser, true and complete copies, copies of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired or to the Company of an amount or value in excess of $50,000100,000, excluding all Applicable Contracts for the sale of the Company's lots (provided that the Company has delivered or made available or will make available to Purchaser all Applicable Contracts for the sale of any of the Company's lots);
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business the real estate development business and that involves expenditures or receipts of any Acquired the Company in excess of $50,000100,000, or provides for an undertaking by the Company to be responsible for consequential damages;
(iviii) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other each Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except those contracts disclosed in the title report produced pursuant to Section 4.5 and personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 100,000), including unrecorded boundary agreement or unrecorded leases, affecting the rights with other property owners to sell, lease, acquire or exchange any real or personal property;
(iv) each Applicable Contract with respect to material patents, trademarks and with terms of less than one (1) year)copyrights owned or licensed by the Company;
(v) Each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other each Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentexisting employees;
(viivi) Each joint venture, partnership, and other each Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired the Company with any other Person;
(vii) each agreement or plan, including, without limitation, any stock option plan, stock appreciation rights plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of the Contemplated Transactions or by this Agreement or the value of any of the benefits of which will be calculated on the basis of any of the Contemplated Transactions;
(viii) Each Applicable Contract containing covenants that in any way purport each fidelity or surety bond or completion bond relating to restrict any Acquired the Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments each mortgage, indenture, guarantee, bond, loan or credit agreement, security agreement or other agreement or instrument relating to the borrowing of money or by any Person based on sales, purchases, or profits, other than direct payments for goodsextension of credit relating to the Company;
(x) Each power of attorney that is currently effective and outstanding;each employment or consulting agreement, Contract or commitment with an employee or individual consultant or salesperson, or consulting or sales agreement, Contract, or commitment with a firm or other organization; and
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in with respect of to any of the foregoing.
(b) Except To the Knowledge of the Company, except as set forth in Schedule 2.17(b):
(iSection 4.12(c) None of the Sellers has or may acquire any rights underDisclosure Schedule, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each each Contract identified or required to be identified in Section 4.12(a) of the Disclosure Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(dc) Except To the Knowledge of the Company, except as set forth in Schedule 2.17(d):
(iSection 4.12(c) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights isDisclosure Schedule, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired or by the Company under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation and Knowledge of the Company, no such Person has made written demand for such renegotiationrenegotiations.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Stock Purchase Agreement (United Park City Mines Co)
Contracts; No Defaults. (a) Subject to restrictions on the disclosure of confidential information, Schedule 2.17(a) 2.5 of the Disclosure Schedule contains a complete and accurate listlist of all Contracts described in clauses (i) through (iv) below to which CoreExpress is a party, and Sellers other than any such Contract (x) which will be terminated at or prior to the Closing or (y) as to which Purchaser will not have delivered any liability following the Closing, to Buyer true the extent that such Contracts relate to the operation of the Business. True, correct and complete copies, of:copies of Contracts referred to in clauses (i)-(iv) below have been made available to Purchaser or its agents or representatives.
(i) Each Applicable Contract that involves providing for the performance of services or the delivery of goods or and/or materials by any Acquired Company CoreExpress entered into outside the ordinary course of an amount business of CoreExpress and which provides for consideration to be furnished to or by CoreExpress of value in excess of $50,000100,000 in any one year;
(ii) Each Applicable Contract that involves performance note, debenture, other evidence of services indebtedness, guarantee, loan, credit or delivery of goods financing agreement or materials to instrument or other contract for money borrowed, including any Acquired Company of an amount agreement or value in excess of $50,000commitment for future loans, credit or financing;
(iii) Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or agreement involving aggregate payments in excess of less than $10,000 and with terms of less than 100,000 in any one (1) year);; and
(viv) Each material licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the nondisclosure of Intellectual Property, other than customary employee, vendor and other non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viii) Each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's business activity or limit the freedom of any Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each power of attorney that is currently effective and outstanding;
(xi) Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xii) Each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each written warranty, guaranty, and/or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoingagreements.
(b) Except as set forth on Schedule 2.5 of the Disclosure Schedule and other than in Schedule 2.17(b):
connection with the Chapter 11 Cases, (i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject Contracts listed pursuant to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(iiSection 2.5(a) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is hereof are in full force and effect and is valid and enforceable in accordance with its terms; and
effect, (ii) No Contract identified or required such Contracts are enforceable against CoreExpress and, to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonablethe knowledge of CoreExpress, extraordinarythe other parties thereto, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company issubject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and at all times since December 31, 1992, has been, in full compliance with all applicable terms similar laws affecting creditors' rights generally and requirements subject to general principles of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, equity and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no condition exists or event has occurred or circumstance exists that (which, with or without notice or lapse of time) may contravenetime or both, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare would constitute a default or exercise any remedy underby CoreExpress under the Contracts listed pursuant to paragraph (a) of this Section 2.5, or or, to accelerate the maturity or performance of, or to cancel, terminate, or modifyknowledge of CoreExpress, any Applicable Contract; and
(iv) No Acquired Company has given to other party thereto, except where the occurrence of such event or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission existence of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or such condition would be in violation of any Legal Requirementnot have a Material Adverse Effect.
Appears in 1 contract
Sources: Asset Purchase Agreement (Williams Communications Group Inc)
Contracts; No Defaults. (a) Schedule 2.17(a) 3.15 contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, of:
(i) Each Applicable each Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess with a total order price of $50,000100,000 or more by one or more Acquired Companies;
(ii) Each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000;
(iii) Each Applicable each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company in excess of $50,000Companies;
(iviii) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)agreements;
(viv) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viv) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company with any other Person;
(viiivi) Each Applicable each Contract containing covenants that in any way purport to restrict the business activity of any Acquired Company's business activity Company or any Affiliate of an Acquired Company or limit the freedom of any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ixvii) Each Applicable each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xviii) Each each power of attorney that is currently effective and outstandingoutstanding that relates to any Acquired Company;
(xiix) Each Applicable each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damages;
(xiix) Each Applicable each Contract for capital expenditures in excess of $10,00050,000.00;
(xiiixi) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company other than in the Ordinary Course of Business; and
(xivxii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified on Schedule 3.15 or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(ec) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts identified on Schedule 3.15 with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(fd) The Contracts identified on Schedule 3.15 relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aPart 5.17(a) of the Buyer Disclosure Letter contains a complete and accurate list, and Sellers have Buyer has delivered to Buyer Shareholders true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company Buyer of an amount or value in excess of $50,00075,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company Buyer of an amount or value in excess of $50,00075,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company Buyer in excess of $50,00075,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, agreement and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 75,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Buyer with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of Buyer or any Affiliate of Buyer or limit the freedom of Buyer or any Acquired Company Affiliate of Buyer to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Buyer to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,00075,000;
(xiii) Each each written warranty, guaranty, and/or guaranty and or other similar undertaking with respect to contractual performance extended by any Acquired Company Buyer other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing.
(a) of the Buyer Disclosure Letter sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of Buyer under the Contracts, and where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):
(iPart 5.17(b) None of the Sellers has or may acquire any rights underBuyer Disclosure Letter, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired CompaniesBuyer, no officer, director, agent, employee, consultant, or contractor of any Acquired Company Buyer is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, consultant or contractor to (Ai) engage in or continue any conduct, activity, activity or practice relating to the business of any Acquired CompanyBuyer, or (Bii) assign to any Acquired Company Buyer or to any other Person any rights to any invention, improvement, improvement or discovery.
(c) Except as set forth in Schedule 2.17(c):
(iPart 5.17(c) Each of the Buyer Disclosure Letter, each Contract identified or required to be identified in Schedule 2.17(aPart 5.17(a) of the Buyer Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d) Except as set forth in Schedule 2.17(d):Part 5.17(d) of the Buyer Disclosure Letter:
(i) Each Acquired Company Buyer is, and at all times since December 31July 1, 19921996, has been, in full compliance with all applicable terms and requirements of each material Contract under which such Acquired Company Buyer has or had any obligation or liability or by which such Acquired Company Buyer or any of the assets owned or sued used by such Acquired Company Buyer is or was bound;
(ii) Each to the Knowledge of Buyer, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company Buyer has or had any rights is, and at all times since December 31July 1, 19921996, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired Company Buyer or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company Buyer has not given to or received from any other Person, at any time since December 31July 1, 19921996, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Buyer under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, manufacture or provision of products or services by the Acquired Companies Buyer have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Reorganization Agreement (Pacific Coast Apparel Co Inc)
Contracts; No Defaults. (a) Schedule 2.17(aPart 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000the Company;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000the Company;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000Business;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year)property;
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired the Company with any other Person;
(viiivii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Acquired Affiliate of the Company to engage in any line of business or to compete with any Person;
(ixviii) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) Each each power of attorney that is currently effective and outstanding;
(xix) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired the Company to be responsible for consequential damages;
(xiixi) Each each Applicable Contract for capital expenditures in excess of $10,000expenditures;
(xiiixii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired the Company other than in the Ordinary Course of Business; and
(xivxiii) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts not delivered by Sellers to Buyer prior to the Closing, including details regarding the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company' office where details relating to the Contracts are located.
(b) Except as set forth in Schedule 2.17(b):
No Seller (iand no Related Person of any Seller) None of the Sellers has or may acquire any rights under, and none of the Sellers no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired the Company; and.
(iic) To the Knowledge of Sellers and the Acquired Companies, no No officer, director, agent, employee, consultant, or contractor of any Acquired the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired the Company, or (B) assign to any Acquired the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(id) Each Contract identified or required to be identified in Schedule 2.17(aPart 3.17(a) of the Disclosure Letter is in full force and effect and and, to Sellers' Knowledge, is valid and enforceable against the Company in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(de) Except as set forth in Schedule 2.17(d):
(i) Each Acquired The Company is, and at all times since December 31, 1992, its organization has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired the Company has or had any obligation or liability or by which such Acquired the Company or any of the assets owned or sued used by such Acquired the Company is or was bound;.
(iif) Each other Person that has or had any obligation or liability under any Contract under which an Acquired the Company has or had any rights is, and at all times since December 31, 1992, the Company's organization has been, in full compliance with all applicable terms and requirements of such Contract;
(iiig) No event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give any Acquired the Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and.
(ivh) No Acquired The Company has not given to or received from any other Person, at any time since December 31, 1992its organization, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(ei) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired the Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(fj) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(a2.1(e) contains a an accurate and complete and accurate list, and Sellers have Seller has delivered to Buyer true accurate and complete copies, of:
(i) Each Applicable each Seller Contract that involves performance of services or delivery of goods or materials by any Acquired Company Seller of an amount or value in excess of $50,00010,000;
(ii) Each Applicable each Seller Contract that involves performance of services or delivery of goods or materials to any Acquired Company Seller of an amount or value in excess of $50,00010,000;
(iii) Each Applicable each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company Seller in excess of $50,00010,000;
(iv) Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable each Seller Contract affecting the ownership of, leasing of, title to, use of, of or any leasehold or other interest in, in any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms a term of less than one (1) year);
(v) Each licensing agreement or other Applicable each Seller Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, hours and other conditions of employment;
(viivi) Each joint venture, partnership, and other Applicable each Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by any Acquired Company Seller with any other Person;
(viiivii) Each Applicable each Seller Contract containing covenants that in any way purport to restrict any Acquired Company's Seller’s business activity or limit the freedom of any Acquired Company Seller to engage in any line of business or to compete with any Person;
(ixviii) Each Applicable each Seller Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;; Table of Contents
(xix) Each each power of attorney of Seller that is currently effective and outstanding;
(xix) Each Applicable each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company Seller to be responsible for consequential damages;
(xiixi) Each Applicable each Seller Contract for capital expenditures in excess of $10,000;
(xii) each Seller Contract not denominated in U.S. dollars;
(xiii) Each each written warranty, guaranty, guaranty and/or other similar undertaking with respect to contractual performance extended by any Acquired Company Seller other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Schedule 2.1(e) sets forth reasonably complete details concerning such Contracts, including the parties to the Contracts, the amount of the remaining commitment of Seller under the Contracts and the location of Seller’s office where details relating to the Contracts are located.
(b) Except as set forth in on Schedule 2.17(b3.17(b):
(i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each each Contract identified or required to be identified in on Schedule 2.17(a2.1(e) and which is to be assigned to or assumed by Buyer under this Agreement is in full force and effect and is valid and enforceable in accordance with its terms; and;
(ii) No each Contract identified or required to be identified in on Schedule 2.17(a2.1(e) contains and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any term other Person; and
(iii) to the Knowledge of Seller, no Contract identified or requirement that required to be identified on Schedule 2.1(e) and which is unreasonableto be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a material adverse affect on the business, extraordinary, assets or not customary in condition of Seller or the industries in which business to be conducted by Buyer with the Acquired Companies operateAssets.
(dc) Except as set forth in on Schedule 2.17(d3.17(c):
(i) Each Acquired Company Seller is, and at all times since December 31January 1, 19922008, has been, in full compliance with all applicable terms and requirements of each Seller Contract under which such Acquired Company has or had any obligation or liability or is being assumed by which such Acquired Company or any of the assets owned or sued by such Acquired Company is or was boundBuyer;
(ii) Each each other Person that has or had any obligation or liability under any Seller Contract under which an Acquired Company has or had any rights is being assigned to Buyer is, and at all times since December 31January 1, 19922008, Table of Contents has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, with or result in a violation or breach Breach of, or give any Acquired Company Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, terminate or modify, any Applicable ContractSeller Contract that is being assigned to or assumed by Buyer;
(iv) no event has occurred or circumstance exists under or by virtue of any Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Assets; and
(ivv) No Acquired Company Seller has not given to or received from any other Person, at any time since December 31January 1, 19922008, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, possible or potential violation or breach Breach of, or default under, any ContractContract which is being assigned to or assumed by Buyer.
(ed) There are no renegotiations of, attempts to renegotiate, renegotiate or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company Seller under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(fe) The Contracts Each Contract relating to the sale, design, manufacture, manufacture or provision of products or services by the Acquired Companies have Seller has been entered into in the Ordinary Course of Business of Seller and have has been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a1) Schedule 2.17(aPart 4.17(1) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered MCC has caused CMCC to Buyer deliver to Calgon true and complete copies, of:
: (i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000;
CMCC has entered into with the top eight (8) customers with respect to transaction amounts); (ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials CMCC has entered into with the top eight (8) suppliers with respect to any Acquired Company of an amount or value in excess of $50,000;
transaction amounts); (iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any Acquired Company in excess of $50,000;
Business; (iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year);
property; (v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
CMCC’s intellectual property assets; (vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employment;
employees; (vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any Acquired Company CMCC with any other Person;
; (viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of CMCC or limit the freedom of CMCC or any Acquired Company affiliate of CMCC to engage in any line of business or to compete with any Person;
; (ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
; (x) Each each power of attorney that is currently effective and outstanding;
; (xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company CMCC to be responsible for consequential damages;
; (xii) Each each Applicable Contract for capital expenditures in excess of $10,000;
¥30,000,000; (xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any Acquired Company CMCC other than in the Ordinary Course of Business; and
and (xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(bi) Except as set forth in Schedule 2.17(b):
(iPart 4.17(2) None of the Sellers Disclosure Letter, neither MCC nor any Related Person of MCC has or may acquire any rights under, and none of the Sellers has MCC does not have or may not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired CompanyCMCC; and
and (ii) To to the Knowledge of Sellers and the Acquired CompaniesMCC, no officer, director, agent, employee, consultant, or contractor of any Acquired Company CMCC is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired CompanyCMCC, or (B) assign to any Acquired Company CMCC or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i3) Each Applicable Contract identified or required to be identified in Schedule 2.17(aPart 4.17(1) of the Disclosure Letter or that involves performance of services or delivery of goods or materials of an amount or value in excess of ¥10,000,000 is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operate.
(d4) Except as set forth in Schedule 2.17(d):
Part 4.17(4) of the Disclosure Letter, (i) Each Acquired Company CMCC is, and at all times since December 31, 1992, the Share Acquisition Date has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company CMCC has or had any obligation or liability or by which such Acquired Company CMCC or any of the assets owned or sued used by such Acquired Company CMCC is or was bound;
; (ii) Each to the Knowledge of MCC, each other Person that has or had any obligation or liability under any Contract under which an Acquired Company CMCC has or had any rights is, and at all times since December 31, 1992, the Share Acquisition Date has been, in full compliance with all applicable terms and requirements of such Contract;
; and (iii) No no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with, or result in a violation or breach of, or give CMCC or any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contract.
(e5) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company CMCC under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and and, no such Person has made written demand for such renegotiation. MCC does not have any Knowledge of any termination of, or intent to terminate, any current Contracts with CMCC.
(f6) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies CMCC have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
(7) All security and other deposits or prepaid amounts paid in satisfaction of or to secure an obligation to CMCC were paid directly to and are currently held directly by CMCC. All rights and interests in any deposits or other prepaid amounts paid by or on behalf of CMCC, including the right to the return of such amounts is held directly and exclusively by CMCC.
Appears in 1 contract
Sources: Redemption, Asset Transfer and Contribution Agreement (Calgon Carbon Corporation)
Contracts; No Defaults. (a) Schedule 2.17(a3.17(a) contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, of:of (in each case excluding purchase orders placed or received in the Ordinary Course of Business and Contracts which to the Knowledge of the Acquired Companies have been fully performed, where for this purpose a Contract will be considered to have been fully performed if the only remaining performance thereunder is payment to an Acquired Company of amounts included in such Company's accounts receivable):
(i) Each each Applicable Contract that involves performance of services or delivery of goods or materials by any one or more Acquired Company Companies of an amount or value in excess of $50,00010,000;
(ii) Each each Applicable Contract that involves performance of services or delivery of goods or materials to any one or more Acquired Company Companies of an amount or value in excess of $50,00010,000;
(iii) Each each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of any one or more Acquired Company Companies in excess of $50,00010,000;
(iv) Each each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 5,000 and with terms of less than one (1) year);
(v) Each each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vi) Each each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees relating to wages, hours, and other conditions of employmentemployees;
(vii) Each each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any either Acquired Company with any other Person;
(viii) Each each Applicable Contract containing covenants that in any way purport to restrict any Acquired Company's the business activity of either Acquired Company or any Affiliate of an Acquired Company or limit the freedom of either Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(ix) Each each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(x) Each each power of attorney that is currently effective and outstanding;
(xi) Each each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by any either Acquired Company to be responsible for consequential damages;
(xii) Each each Applicable Contract for capital expenditures in excess of $10,000;
(xiii) Each each written warranty, guaranty, and/or and or other similar undertaking with respect to contractual performance extended by any either Acquired Company other than in the Ordinary Course of Business; and
(xiv) Each each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(b) Except as set forth in Schedule 2.17(b3.17(b):
(i) None no Seller (and no Related Person of either Seller, other than the Sellers Acquired Companies) has or may acquire any rights under, and none of the Sellers no Seller has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any either Acquired Company; and
(ii) To to the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any either Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any either Acquired Company, or (B) assign to any either Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each 3.17(c), each Contract identified or required to be identified in Schedule 2.17(a3.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
terms (ii) No Contract identified or required subject to be identified the qualification which appear in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the industries in which the Acquired Companies operateExhibit 7.4(a)).
(d) Except (x) as respects purchase orders placed or received in the Ordinary Course of Business and Contracts which to the Knowledge of the Acquired Companies have been fully performed (where for this purpose a Contract will be considered to have been fully performed if the only remaining performance thereunder is payment to an Acquired Company of amounts included in such Company's accounts receivable) and (y) as set forth in Schedule 2.17(d3.17(d):
(i) Each To the Knowledge of the Acquired Companies, each Acquired Company is, and at all times since December 31, 1992, has been, is in full substantial compliance with all applicable material terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or sued used by such Acquired Company is or was bound;
(ii) Each to the Knowledge of the Acquired Companies each other Person that has or had any material obligation or liability under any Contract under which an Acquired Company has or had any rights is, and at all times since December 31, 1992, has been, is in full substantial compliance with all applicable material terms and requirements of such Contract;
(iii) No to the Knowledge of the Acquired Companies no event has occurred or circumstance exists that (with or without notice or lapse of time) may materially contravene, materially conflict with, or result in a material violation or breach of, or give any either Acquired Company or other Person the right to declare a default or exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or materially modify, any Applicable Contract; and
(iv) No to the Knowledge of the Acquired Companies, no Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential material violation or breach of, or default under, any Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any either Acquired Company under current or completed Contracts with any Person having and, to the contractual or statutory right to demand or require such renegotiation and Knowledge of the Acquired Companies, no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Schedule 2.17(aSection 4.12(a) of the Panavision Disclosure Letter contains a complete and accurate listlisting of all Contracts described in clauses (i) through (xxi) below to which any member of the Panavision Group is a party or by which any member of the Panavision Group is bound, and Sellers have delivered to Buyer true and complete copiesin each case, of:as of the date of this Agreement (collectively, the “Panavision Material Contracts”):
(i) Each Applicable Contract that involves performance Contracts (other than non-continuing purchase orders and any Contracts with a term of services less than six (6) months) with (i) any of the Top Panavision Customers or delivery of goods or materials by any Acquired Company of an amount or value in excess of $50,000(ii) the Top Panavision Vendors;
(ii) Each Applicable Contract that involves performance of services Contracts evidencing Indebtedness, in each case, involving an outstanding balance or delivery of goods or materials to any Acquired Company of an amount or value in excess of $50,000500,000;
(iii) Each Applicable Contract that was not entered into Contracts for the acquisition or disposition of any equity interests in, or any business unit or material assets of, any Person (other than Inventory in the Ordinary Course ordinary course of Business and that involves expenditures business), in each case, whether by merger, consolidation, combination, the purchase or receipts sale of any Acquired Company stock or assets or otherwise, involving payments in excess of $50,0001,000,000, other than Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations ongoing with respect to any member of the Panavision Group;
(iv) Each leaseall leases, rental lease guaranties, subleases, sub-subleases, licenses, concession Contracts, occupancy Contracts and other Contracts for the leasing, use or occupancy agreementof the Panavision Leased Real Property (other than any co-location, licenseaccess or similar arrangements or agreements with respect to the use of Panavision Leased Real Property in the ordinary course of business) (collectively, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000 and with terms of less than one (1) year“Panavision Real Property Leases”);
(v) Each licensing agreement or other Applicable Contract with respect Contracts pursuant to patents, trademarks, copyrights, or other intellectual property, including agreements with current or former employees, consultants, or contractors regarding which any member of the appropriation or the non-disclosure Panavision Group is a lessor of any personal property (including Inventory) involving payments in excess of $500,000 in any calendar year after the Intellectual Property Assetsdate hereof;
(vi) Each collective bargaining agreement and other Applicable Contract to Contracts creating or governing any joint venture, partnership or limited liability company with any labor union or other employee representative Person who is not a member of a group the Panavision Group (excluding, for the avoidance of employees relating to wagesdoubt, hoursContracts with suppliers, customers and other conditions distributors of employmentthe Panavision Group entered into in the ordinary course of business);
(vii) Each joint ventureContracts between or among any members of the Panavision Group, partnership, and other Applicable Contract (however named) involving a sharing except for those entered into in the ordinary course of profits, losses, costs, or liabilities by any Acquired Company with any other Personbusiness;
(viii) Each Applicable Contract Contracts with (A) any current officer, employee or individual who is an independent contractor of any member of the Panavision Group who receives annual base compensation (excluding bonus and other benefits) in excess of $200,000 or (B) any employee or individual who is an independent contractor of any member of the Panavision Group that provide for change in control, retention or similar bonuses;
(ix) Contracts containing (A) covenants that prohibiting or limiting in any way purport to restrict any Acquired Company's business activity or limit material respect the freedom right of any Acquired Company member of the Panavision Group to engage in any line of business in any geographic area or to compete with any Person;
Person or (ixB) Each Applicable Contract providing for payments to any exclusive rights, rights of first refusal or by rights of first offer in favor of any Person based on sales, purchases, or profits, other than direct payments for goodswho is not a member of the Panavision Group;
(x) Each power stockholder agreements, investor rights agreements, registration rights agreements, voting agreements or trusts, proxies or other Contracts or understandings in effect with respect to the voting, ownership, acquisition or transfer of attorney that is currently effective and outstandingany equity interests in any member of the Panavision Group (including Contracts relating to rights of first refusal, co-sale rights or drag-along rights with respect to any equity interests in any member of the Panavision Group);
(xi) Each Applicable Contract entered into collective bargaining agreements or Contracts with any labor union, works council or other than in body representing employees of any member of the Ordinary Course of Business that contains or provides for an express undertaking by any Acquired Company to be responsible for consequential damagesPanavision Group;
(xii) Each Applicable Contract for capital expenditures Contracts (including license agreements) pursuant to which any member of the Panavision Group (A) grants to a third Person the right to use material Intellectual Property of the Panavision Group or (B) is granted by a third Person the right to use Intellectual Property that is material to the Panavision Group (in excess each case other than Contracts containing non-exclusive rights to Intellectual Property granted or received by the Panavision Group in the ordinary course of $10,000business);
(xiii) Each written warrantyContracts requiring, guarantyor the performance of which is reasonably expected to result in, and/or other similar undertaking capital expenditures after the date of this Agreement in an amount in excess of $500,000 in any calendar year;
(xiv) Contracts that grant to any third Person (A) any “most favored nation” rights with respect to contractual performance extended pricing or (B) price guarantees for a period greater than one year from the date of this Agreement and require aggregate future payments to any member of the Panavision Group in excess of $300,000 in any calendar year;
(xv) Contracts entered into since January 1, 2015 reflecting the settlement of any Actions involving the payment or receipt of greater than $150,000 individually after the date hereof, that subject any member of the Panavision Group to any material non-monetary obligation or that are otherwise, individually or in the aggregate, material to the Panavision Group, taken as a whole;
(xvi) any power of attorney or similar agreement to which any member of the Panavision Group is a party (other than any power of attorney or similar agreement granted (A) to local attorneys, agents or accountants or their respective firms for the purposes of registrations, filings or corporate formation, Tax filings or administration matters for corporate entities or other similar matters (including any such agreement or arrangement relating to the import or export of products with a customs broker or other similar representative) or (B) with respect to any other member of the Panavision Group) involving any payments after the date hereof, by any Acquired Company member of the Panavision Group;
(xvii) interest rate, currency or other than hedging Contracts;
(xviii) any Panavision Related Party Contract;
(xix) any Government Contract involving payments by or to any member of the Panavision Group in excess of $250,000 in the Ordinary Course portion of Businessthe year in which the Closing occurs or that are reasonably expected to involve payments by or to any member of the Panavision group in excess of $250,000 in the calendar year 2018 or any future calendar year;
(xx) sales agency, manufacturer’s representative, marketing or distributorship Contracts, in each case involving payments by or to any member of the Panavision Group in excess of $250,000 in the calendar year immediately preceding the date of this Agreement or the portion of the year in which the Closing occurs or that are reasonably expected to involve payment by or to any member of the Panavision Group in excess of $250,000 in the calendar year 2018 or any future calendar year; and
(xivxxi) Each amendment, supplement, and modification Contracts (whether oral or writtenother than non-continuing purchase orders) in respect of any not of the foregoingtypes described above in this Section 4.12(a) that (A) involve consideration in excess of $750,000 in the calendar year immediately preceding the date hereof or that are reasonably expected to involve consideration in excess of $750,000 in the calendar year 2018 or any future calendar year and (B)(1) that are, in each case, not terminable without penalty upon less than ninety (90) days’ prior written notice by the applicable member of the Panavision Group or (2) that require performance by any party more than one (1) year from the date of this Agreement.
(b) Except as set forth in Schedule 2.17(b):
True, correct and complete copies of the written Panavision Material Contracts have been made available to Acquiror or its Representatives, together with all amendments and modifications thereto. As of the date of this Agreement, all of the Panavision Material Contracts are (i) None of the Sellers has or may acquire any rights under, and none of the Sellers has or may become subject to any obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, any Acquired Company; and
(ii) To the Knowledge of Sellers and the Acquired Companies, no officer, director, agent, employee, consultant, or contractor of any Acquired Company is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of any Acquired Company, or (B) assign to any Acquired Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.17(c):
(i) Each Contract identified or required to be identified in Schedule 2.17(a) is in full force and effect and is valid and enforceable in accordance with its terms; and
(ii) No Contract identified or represent the legal, valid and binding obligations of the member of the Panavision Group party thereto and, to the Knowledge of Panavision, each of the other parties thereto. As of the date of this Agreement, each member of the Panavision Group has performed in all material respects all respective material obligations required to be identified in Schedule 2.17(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in performed by it under the industries in which the Acquired Companies operate.
(d) Except Panavision Material Contracts as set forth in Schedule 2.17(d):
(i) Each Acquired Company is, and at all times since December 31, 1992, has been, in full compliance with all applicable terms and requirements of each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned date hereof and no member of the Panavision Group or, to the Knowledge of Panavision, any other party thereto is in material breach of or sued by such Acquired Company is or was bound;
(ii) Each other Person that has or had any obligation or liability material default under any Panavision Material Contract. As of the date of this Agreement, no member of the Panavision Group has received any written claim or notice of termination or material breach of or material default under any Panavision Material Contract under which an Acquired Company has or had any rights isand, and at all times since December 31to the Knowledge of Panavision, 1992, has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) No no event has occurred that, individually or circumstance exists that in the aggregate, would reasonably be expected to result in a material breach of or a material default under any Panavision Material Contract (in each case, with or without notice or lapse of time) may contravene, conflict with, time or result in a violation or breach of, or give any Acquired Company or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract; and
(iv) No Acquired Company has given to or received from any other Person, at any time since December 31, 1992, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Contractboth).
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to any Acquired Company under current or completed Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Acquired Companies have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement.
Appears in 1 contract
Sources: Business Combination Agreement (Saban Capital Acquisition Corp.)