Contracts; No Defaults. (a) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000. (ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000: (iii) each current Insurance Policy; (iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000; (v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00); (vi) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets; (vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees; (viii) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person; (ix) each Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person; (x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods; (xi) each power of attorney that is currently effective and outstanding; (xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages; (xiii) each Contract for capital expenditures in excess of $10,000; (xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and (xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;. (b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Barone Daren J), Stock Purchase Agreement (Oakhill Sportswear Corp /Ny/)
Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have heretofore delivered or made available to Buyer true and complete copies, of:
(i) each Company Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.;
(ii) each Company Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:100,000;
(iii) each current Insurance Policy;
(iv) each Company Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00050,000;
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Company 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Company Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Company Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Company Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Company Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) each Company 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 affecting the Company that is currently effective and outstanding;
(xiixi) each Company Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Company Contract for capital expenditures in excess of $10,00050,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of BusinessCompany; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect . Part 3.17(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts (including the parties to the Company;Contracts, the amount of the remaining commitment of the Company under the Contracts) and any oral modifications of the Contracts.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) To the Knowledge of the Company or Original Shareholders, none of the Sellers (and no Related Person of any Seller) has or may acquire any rights under or 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, the Company; and
(ii) to the Knowledge of the Company or Original Shareholders, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Letter:
(i) the Company is, and at all times since the date of the respective Contracts (including any Contracts which have been superseded by the present Contracts) has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound except where noncompliance will not have a work Material Adverse Effect;
(ii) to the Knowledge of the Company or Original Shareholders, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since January 1, 1998, has been, in progress schedule setting 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 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, or modify, any Company Contract except where the consequences of such event will not have a Material Adverse Effect; and
(iv) the Company, since the date of the respective Contracts (including any Contracts which have been superseded by the present Contracts), has not given to nor received from any other 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 the Company under current or completed Contracts with any Person and, to the Knowledge of the Company or Original 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 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. To the best of the Original Shareholders' and the Company's Knowledge, all such Contracts can be completed at a profit, within the time specified therein, utilizing only personnel now employed by and assets now owned by the Company.
(g) Except as set forth in Part 3.17(g) of the total Disclosure Letter:
(A) the Company has complied with all material terms and conditions of each Government Contract or Government Subcontract, (B) the Company has complied in all material respects with all requirements for all Legal Requirements or agreements pertaining to each Government Contract or Government Subcontract and (C) all representations and certifications executed, acknowledged or set forth in or pertaining to each Government Contract or Government Subcontract were complete and correct in all material respects as of their effective date and the Company has complied in all material respects with all such representations and certifications;
(ii) (A) neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified the Company, either in writing or orally, that the Company has breached or violated any Legal Requirement, certification, representation, clause, provision or other requirement pertaining to any Government Contract or Government Subcontract, (B) no termination for convenience, termination for default, cure notice or show cause notice is currently in effect pertaining to any Government Contract or Government Subcontract, (C) no material cost incurred by the Company pertaining to any Government Contract or Government Subcontract has been questioned or challenged by representatives of the Administrative Contracting Officer or the Defense Contract Audit Agency, has been disallowed by the U.S. Government, or has been or, to the Knowledge of the Company or Original Shareholders, now is, the subject of any investigation, and (D) no amount of money due to the Company, pertaining to any Government Contract or Government Subcontract has been withheld or set off nor has any claim been made to withhold or set off money, and the Company is entitled to all progress payments received with respect thereto;
(iii) (A) to the Knowledge of Company or Original Shareholders, neither the Company nor any of its directors, officers, employees, consultants or agents is or during the past three years has been under administrative, civil or criminal investigation, indictment or information by any Governmental Body with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract or Government Subcontract, and (B) during the past five years, the Company has not conducted or initiated any internal investigation or made a voluntary disclosure to any Governmental Body with respect to any alleged irregularity, misstatement or omission arising under or relating to a Government Contract or Government Subcontract;
(iv) there exist (A) no outstanding claims against the Company, either by any Governmental Body or by any prime contractor, subcontractor, vendor or other Person, arising under or relating to any Government Contract or Government Subcontract and (B) no material disputes between the Company and any Governmental Body under the Contract Disputes Act or any other federal statute or regulation or between the Company and any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Subcontract;
(v) to the Knowledge of Company or Original Shareholders, the Company has no interest in any pending or potential claim against any Governmental Body or any prime contractor, subcontractor or vendor arising under or relating to any Government Contract or Government Subcontract, and Part 3.17(g) of the Disclosure Letter lists each contract Government Contract or Government Subcontract which is currently under audit by any Governmental Body or any other person that is a party to such Government Contract or Government Subcontract;
(vi) the Company has not been debarred or suspended from participation in the award of contracts with the DOD or any other Governmental Body (excluding for this purpose ineligibility to bid on certain contracts due to generally applicable bidding requirements), there exist no facts or circumstances that would warrant suspension or debarment or the finding of non-responsibility or ineligibility on the part of the Company, no payment has been made by the Company or by any Person on behalf of the Company in connection with any Governmental Contract or Governmental Subcontract in violation of applicable procurement Legal Requirements or in violation of, or requiring disclosure pursuant to, the Foreign Corrupt Practices Act, and certain information as the Company's cost accounting and procurement systems and the associated entries reflected in the captions theretoCompany's financial records with respect to the Government Contracts and Government Subcontracts are in compliance in all material respects with all Legal Requirements.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Edo Corp), Stock Purchase Agreement (Edo Corp)
Contracts; No Defaults. (a) Part 3.17(a4.16(a) of the Parent Disclosure Letter Schedule contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(i) each Contract that involves performance of services or delivery of goods goods, services or materials (in any 12-month period) by the Company one or more Acquired Companies of an amount or value in excess of US $100,000.50,000; provided, however, with respect to all customer and channel supply Contracts, each such Contract shall be listed and provided without regard to the value thereof;
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company one or more Acquired Companies of an amount or value in excess of US $10,000:50,000;
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company one or more Acquired Companies in excess of US $10,00050,000;
(viv) each lease, rental or occupancy lease agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property (except for the following: (1) personal property leases and installment and conditional sales agreements having a value for the remaining term per item or aggregate payments of less than US $10,00050,000, (2) Intellectual Property Assets disclosed in Part 4.20 of Parent Disclosure Schedule and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00(3) commonly available Software programs, such as retail shrink-wrap and retail off the shelf Software);.
(viv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employeesemployees (other than their employment contracts), consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property AssetsAssets (except for the following: (1) Intellectual Property Assets disclosed in Part 4.20 of the Parent Disclosure Schedule and (2) commonly available software programs, such as retail shrink-wrap and retail off the shelf Software);
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivi) each joint venture, partnership, and any other Contract (however named) Contracts involving a sharing of profits, losses, costscosts or Liabilities by any Acquired Company, or liabilities by the Company with any other Person;
(ixvii) each Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or limit the freedom of the any Acquired Company to engage in any line of business or to compete with any Person;
(xviii) each Contract providing for payments commissions to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(xi) each power of attorney that is currently effective and outstanding;
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiiix) each Contract for capital expenditures in excess of US $10,00050,000;
(xivx) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance (other than with respect to Intellectual Property Assets disclosed in Part 4.20 of the Parent Disclosure Schedule) extended by the any Acquired Company other than in the Ordinary Course of Business; and;
(xvxi) each Contract with any Related Person of any Acquired Company that relates to the business of, or any of the assets owned or used by, any Acquired Company;
(xii) each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b4.16(b) of the Parent Disclosure Schedule, each Contract identified or required to be identified in Part 4.16(a) of the Parent Disclosure Schedule is in full force and effect.
(c) Except as set forth in Part 4.16(c) of the Parent Disclosure Schedule, with respect to each Contract identified or required to be identified in Part 4.16(a) of the Disclosure Letter Schedule:
(i) each Acquired Company is, and at anytime since December 31, 1999 has been, in compliance with all applicable terms and requirements of each such Contract under which such Acquired Company is party to;
(ii) to Parent’s Knowledge, no event has occurred or circumstances exists that (with or without notice or the lapse of time (including, without limitation, after giving effect to the Contemplated Transactions)) will result in a violation or Breach of, or give any Acquired Company, or any other Person party to such Contracts, the right to declare a default or exercise any remedy under, or to accelerate the performance of, or to cancel, terminate or modify any such Contracts (other than Contracts which are terminable without cause in accordance with their terms); and
(iii) no Acquired Company has given to, or received from any other Person, at anytime since December 31, 1999, any written notice regarding any actual, alleged, possible, or potential violation or Breach of, or default under, any such Contract.
(d) There are no existing renegotiations with respect to customer Contracts with respect to amounts paid or payable to any Acquired Company in excess of US $100,000.
(e) To Parent’s Knowledge, all Contracts which any Acquired Company is a work party to are in progress schedule setting forth the total amount of each contract writing and certain information as reflected all and any amendments, settlements and modifications to any Contracts have been made in the captions theretowriting.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Evolving Systems Inc), Stock Purchase Agreement (Evolving Systems Inc)
Contracts; No Defaults. (a) Part 3.17(aSchedule 3.16(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Company has delivered to Buyer Parent true and complete copies, of:
(i) each Contract that involves performance of services or delivery of goods or materials by the Company or a Subsidiary of an amount or value in excess of $100,000.25,000;
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company or a Subsidiary of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company or a Subsidiary in excess of $10,00025,000;
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property by Company or a Subsidiary (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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Contract with respect to which Company or a Subsidiary is a party that pertains to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assetsintellectual property;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or a Subsidiary with any other Person;
(ixvii) each Contract containing covenants that in any way purport to restrict the business activity of the Company or a Subsidiary or any Affiliate of a Company or limit the freedom of the Company or a Subsidiary or any Affiliate of a Company to engage in any line of business or to compete with any Person;
(xviii) each Contract providing for payments to or by any Person Company or a Subsidiary based on sales, purchases, or profits, other than direct payments for goods;
(xiix) each power of attorney binding on Company or any Subsidiary that is currently effective and outstanding;
(xiix) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company or a Subsidiary to be responsible for consequential damages;
(xiiixi) each Contract for capital expenditures by Company or a Subsidiary in excess of $10,00025,000;
(xivxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company or a Subsidiary other than in the Ordinary Course of Business;
(xiii) each agreement or contract, whether written or verbal, that is a talent or programming agreement or contract or in any way obligates Company to pay any royalty, residual, license fee or other similar payment in respect of any third party’s literary, artistic, trademark, copyright, music performance, master use, synchronization or other similar intellectual property rights or their publicity, privacy or publishing or other similar intellectual property rights; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(bExcept as set forth in Schedule 3.16(b), no officer, director, or employee of Company or any Subsidiary is bound by any Contract that purports to limit the ability of such Person to (A) engage in or continue any conduct, activity, or practice relating to the business of the Disclosure Letter Company, or (B) assign to Company or any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 3.16(c), each Contract listed or required to be listed in Schedule 3.16(a) is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth the total amount in Schedule 3.16(d):
(i) each of Company and each Subsidiary is and has been in full compliance with all applicable terms and requirements of each contract Contract listed or required to be listed in Schedule 3.16(a);
(ii) each other party to each Contract listed or required to be listed in Schedule 3.16(a) is, to Company’s Knowledge, in full compliance with all applicable terms and certain information as reflected 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 Company or a 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 Contract listed or required to be listed in Schedule 3.16(a); and
(iv) neither Company nor a Subsidiary has given to or received from any other Person, at any time since June 30, 1999, 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 listed or required to be listed in Schedule 3.16(a), except for notices of violations, breaches or defaults, the results of which would not result in the captions theretoability for the other party to such Contract to exercise a right or remedy that could have a material adverse effect on Company or any Subsidiary.
(e) To Company’s Knowledge, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Company or any Subsidiary or with respect to the business of Company or a Subsidiary under current or completed Contracts with any 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 Company and the 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.
(g) Company is not a party to any Contract with any other Person, nor involved in any discussions or other relations with any other Person, that could give rise to any liability on the part of Parent to such other Person by reason of Company considering, entering into, consummating or performing the Contemplated Transactions or any portion thereof.
Appears in 2 contracts
Sources: Merger Agreement (Summit America Television Inc /Tn/), Merger Agreement (Scripps E W Co /De)
Contracts; No Defaults. (a) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00025,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00025,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) No Seller (and no Related Person of any Seller) has or may acquire any rights under, and 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, the Company; and
(ii) No officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) The Company is, and at all times since September 30, 1998 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since September 30, 1998 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 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) The Company has not given to or received from any other Person, at any time since October 1, 1995, 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 which could give rise to Damages 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 the Company under current or completed Contracts with any 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 Company has been entered into in the captions theretoOrdinary 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 2 contracts
Sources: Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)
Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter (itemized by romanette subsection) 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 or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the date and parties to the Company;Contracts, and a summary of the nature of the Contract.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) Seller (and no Related Person of Seller) has no and may acquire no rights under, and Seller has or may become subject to no obligation or liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and
(ii) to Seller’s Knowledge, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms, except as such enforceability may be limited by equitable principles and by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or similar laws relating to or affecting the rights of creditors generally.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since January 1, 2001 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 2001 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 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) the Company has not given to nor received from any other Person, at any time since January 1, 2001, 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 under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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) Part 3.17(a) 3.1.16 of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
(ia) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves involving expenditures or receipts of the Company in excess of $10,00025,000;
(vb) 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, of or any leasehold or other interest in, any real or personal property (except personal property leases and installment and conditional sales agreements and other applicable contracts having a value per item or aggregate payments of less than $10,000, 25,000; and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(vic) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements between the Company and with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiid) each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company with any other Person;
(ixe) each Applicable Contract containing covenants that in any way purport to restrict materially restricts the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xf) each Applicable Contract providing for material payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(xig) each power of attorney by or affecting the Company that is currently effective and outstanding;
(xiih) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Contract for capital expenditures in excess of $10,000;
(xivi) each written warranty, guaranty, guaranty and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvj) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b2) Part 3.17(b) Each Contract is in full force and effect and enforceable in accordance with its terms against the Company and, to the Knowledge of the Disclosure Letter is Company, the other respective parties thereto, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other laws of general application affecting enforcement of creditors' rights generally or by general principles of equity. The Company has not received notice of cancellation on the part of the other parties to any Contract that constitutes or would constitute (with notice or lapse of time or both) a work in progress schedule setting forth breach or would cause or permit acceleration of any obligation of the total amount Company or any of each contract and certain information as reflected its subsidiaries thereunder. Each Contract was entered into in the captions theretoOrdinary Course of Business, consistent with past practice. 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 the Company or other Person the right to declare default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any Applicable Contract and would be reasonably expected to have a material adverse effect.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(a5.17(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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company Buyer of an amount or value in excess of $100,000.75,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company Buyer of an amount or value in excess of $10,000:75,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Buyer in excess of $10,00075,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements between the Company and with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company Buyer with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company Buyer or any Affiliate of Buyer or limit the freedom of the Company Buyer or any Affiliate of Buyer to engage in any line of business or to compete with any Person;
(xix) 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 power of attorney that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Buyer to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00075,000;
(xivxiii) each written warranty, guaranty, guaranty and or other similar undertaking with respect to contractual performance extended by the Company Buyer other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Company;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 Part 3.17(b5.17(b) of the Buyer Disclosure Letter, to the Knowledge of Buyer, no officer, director, agent, employee, consultant, or contractor of Buyer is bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant or contractor to (i) engage in or continue any conduct, activity or practice relating to the business of Buyer, or (ii) assign to Buyer or to any other Person any rights to any invention, improvement or discovery.
(c) Except as set forth in Part 5.17(c) of the Buyer Disclosure Letter, each Contract identified or required to be identified in Part 5.17(a) of the Buyer Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 5.17(d) of the total amount Buyer Disclosure Letter:
(i) Buyer is, and at all times since July 1, 1996, has been, in full compliance with all applicable terms and requirements of each contract material Contract under which Buyer has or had any obligation or liability or by which Buyer or any of the assets owned or used by Buyer is or was bound;
(ii) to the Knowledge of Buyer, each other Person that has or had any obligation or liability under any Contract under which Buyer has or had any rights is, and certain information as reflected at all times since July 1, 1996, 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 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) Buyer has not given to or received from any other Person, at any time since July 1, 1996, 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 Buyer under current or completed Contracts with any 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 Buyer have been entered into in the captions theretoOrdinary 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) Part 3.17(a) 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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.15,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:15,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00015,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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 of the Company that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures expenditures, by the Company in excess of $10,00015,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in the Disclosure Letter:
(i) none of Sellers (and no Related Person of Sellers) has or may acquire any rights under, 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, the Company; and
(ii) no officer, director, or to the Knowledge of Sellers, any agent, critical employee, consultant, or Representative of the Company is bound by any Contract that purports to limit the ability of such officer, director, agent, critical employee, consultant, or Representative to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in the Disclosure Letter, each Contract identified in Part 3.17(b) 3.17 of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and substantially enforceable in accordance with its terms.
(d) Except as set forth in the total amount Disclosure Letter:
(i) the Company is, and at all times has been, in compliance with all material terms and requirements of each contract Contract under which the Company has or had any material obligation or liability or by which the Company or any of the assets owned or used by the Company is bound;
(ii) to the Knowledge of Sellers, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is in compliance with all material terms and certain information as reflected requirements of such Contract;
(iii) 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 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) the Company has not given to or received from any other Person, at any time since December 31, 1995 any written notice or, to the Knowledge of Sellers, other communication 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 under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, or provision of products or services by the Company have been entered into in the captions theretoOrdinary Course of Business 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) Part Schedule 3.17(a) of the Disclosure Letter 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 Seller Contract that involves performance of services or delivery of goods or materials by the Company Seller of an amount or value in excess of $100,000.50,000;
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:
(iii) each current Insurance Policy;
(iv) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Seller in excess of $10,00050,000;
(viii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Seller 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 of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00)property;
(viiv) each licensing agreement or other Seller Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employeesemployees relating to wages, hours, and other conditions of employment;
(viiiv) each joint venture, partnership, and other Seller Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Seller with any other Person;
(ixvi) each Seller Contract containing covenants that in any way purport to restrict the Seller’s business activity of the Company or limit the freedom of the Company Seller to engage in any line of business or to compete with any Person;
(xvii) each Seller Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiviii) each power of attorney that is currently effective and outstanding;
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Seller Contract for capital expenditures in excess of $10,00050,000;
(xivix) each Seller Contract not denominated in Dollars;
(x) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company Seller other than in its Ordinary Course of Business;
(xi) the form of Seller’s standard warranty terms and the warranties for any contract entered into in the Ordinary Course of BusinessBusiness of Seller; and
(xvxii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.17(a) sets forth reasonably complete details concerning such Contracts, except for change orders which will have no material adverse effect including the parties to, and dates and titles of, the Contracts and, with regard to oral Contracts, a description of the Company;obligations and subject matter.
(b) Part Except as set forth in Schedule 3.17(b) ), no Shareholder has or may acquire any rights under, and no Shareholder has or may become subject to any obligation or liability under, any Contract that relates to the business of Seller or any of the Disclosure Letter Assets.
(c) Except as set forth in Schedule 3. 17(c):
(i) each Contract identified or required to be identified in Schedule 3.17(a) and that is a work to be assigned to or assumed by Buyer under this Agreement is in progress schedule setting full force and effect and is valid and enforceable against Seller, and, to the Knowledge of Seller, each other party thereto, in accordance with its terms except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally; and
(ii) each Contract identified or required to be identified in Schedule 3.17(a) and that is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person, except as otherwise agreed herein.
(d) Except as set forth the total amount in Schedule 3.17(d):
(i) Seller is, and at all times since January 1, 2006, has been, in all material respects in compliance with all applicable terms and requirements of each contract Seller Contract that is being assigned to or assumed by Buyer;
(ii) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Seller Contract that is being assigned to or assumed by Buyer is, and certain information at all times since January 1, 2006, has been, in compliance in all material respects with all applicable terms and requirements of such Contract;
(iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) could reasonably be expected to contravene, conflict with, or result in a material breach of, or give Seller or any other Person the right to declare a material default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate, or modify any Seller 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
(v) Seller has not given to or received from any other Person, at any time since January 1, 2006, any written notice regarding any actual, alleged, possible, or
(e) To the Knowledge of Seller, there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to 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) Except as reflected set forth in Schedule 3.17(f), each Contract relating to the sale, design, manufacture, or provision of products or services by Seller has been entered into in the captions theretoOrdinary Course of Business of Seller and 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) Part Schedule 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Applicable Contract for capital expenditures in excess of $10,000;
(xivxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.17(a) sets forth information adequate to identify such Contracts, except for change orders which will have no material adverse effect including the date and parties to the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Part 3.17(b[Intentionally Deleted]
(c) Except as set forth in Schedule 3.17(c), each Contract identified or required to be identified in Schedule 3.17(a) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 3.17(d):
(i) to Sellers' Knowledge the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each Contract under which the Company has or had any obligation or liability or by which the Company or any of the Disclosure Letter assets owned or used by the Company is or was bound;
(ii) to Sellers' Knowledge each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) 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 work in progress schedule setting forth violation or breach of, or give the total amount 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) the Company has not given to or received from any other Person at any time 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 under current or completed Contracts with any Person and, to the Knowledge of each contract Sellers and certain information as reflected in the captions theretoCompany, no such Person has made written demand for such renegotiation.
Appears in 1 contract
Contracts; No Defaults. (a) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.15,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:15,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00015,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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 power of attorney granted by the Company that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for future capital expenditures in excess of $10,00015,000;
(xivxiii) each currently effective written warranty, guaranty, indemnity, and or other similar undertaking with respect to contractual performance extended by 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
(xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) Sellers (and no Related Person of the Sellers) do not have or may acquire any rights under, and Sellers do not have 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, the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any material obligation or liability or by which the Company or any of the material assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any material obligation or liability under any Contract under which the Company has or had any rights is in full compliance with all material applicable terms and certain information as reflected 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 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) the Company has not given to or received from any other 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 Applicable Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Applicable Contracts with any Person and, to Sellers' Knowledge, no such Person has made written demand for such renegotiation.
(f) The Applicable Contracts relating to the sale or provision of products or services by the Company have been entered into in the captions theretoOrdinary 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) Part 3.17(a) To the best of the Disclosure Letter contains a complete 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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.5,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:5,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,0005,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,0005,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) To the best of the Disclosure Letter Company’s or the Company Shareholder’s Knowledge:
(i) neither the Company, the Company Shareholder nor any Related Person of either has or may acquire any rights under, and neither the Company nor the Company Shareholder has or 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, the Company; and
(ii) To the best of the Company’s or the Company Shareholder’s Knowledge, no officer, director, agent, employee, consultant, or contractor of the Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting forth or continue any conduct, activity, or practice relating to the total amount business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) To the best of the Company’s or the Company Shareholder’s Knowledge, each Contract of the Company is in full force and effect and is valid and enforceable in accordance with its terms.
(d) To the best of the Company’s or the Company Shareholder’s Knowledge:
(i) the Company is in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is in full compliance with all applicable terms and certain information as reflected 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 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) the Company has not given to or received from any other 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) 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 the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
(f) 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 Company have been entered into in the captions theretoOrdinary 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 3.17(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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.15,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:15,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00015,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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 power of attorney granted by the Company that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Contract for capital expenditures in excess of $10,000;
(xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.or
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(aSchedule 3.18(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered to Buyer true and complete copies, copies (if in writing) of:
(i) each Contract contract, agreement or other arrangement that involves performance of services or delivery of goods or materials payment by the Company to any third party of an amount or value in excess of $100,000.25,000 during the calendar year ended December 31, 2003 or that is reasonably expected to involve payment by the Company to any third party of more than $25,000 during the calendar year ending December 31, 2004;
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00)property;
(viiii) each licensing agreement or other Contract contract with respect to patents, trademarks, copyrights, or other intellectual propertyIntellectual Property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assetsrights;
(viiiv) each collective bargaining agreement and other Contract contract to or with any labor union or other employee representative of a group of employees;
(viiiv) each joint venture, partnership, and other Contract contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Company, with any other Person;
(ixvi) each Contract contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or to limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xvii) each Contract contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiviii) each power of attorney that is currently effective and outstanding;
(xiiix) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Contract contract for capital expenditures in excess of $10,00025,000;
(xivx) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course ordinary course of business;
(xi) each non-competition agreement, non-solicitation agreement and confidentiality agreement that runs to the benefit of any of the Company or Seller with regard to the Business; and;
(xii) each broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising agreement;
(xiii) each contract relating to indebtedness;
(xiv) each contract with any Governmental Authority;
(xv) each amendment, supplement, contract with an employee or consultant;
(xvi) each contract between or among the Company and modification (whether oral or written) in respect of any Affiliate of the foregoingCompany; and
(xvii) each contract, except for change orders whether or not made in the ordinary course of the Business, which will have no is material adverse effect to the Company;Company or the conduct of the Business, or the absence of which would have a Material Adverse Effect.
(b) Part 3.17(bExcept as set forth in Schedule 3.18(b), each contract identified or required to be identified in Schedule 3.18(a) is in full force and effect and (i) to Seller's Knowledge, is valid and enforceable in accordance with its terms by the Company and (ii) is valid and enforceable in accordance with its terms against the Company.
(c) To Seller's Knowledge, except as set forth in Schedule 3.18(c), 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 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 contract identified in Schedule 3.18 (a). Except as set forth in Schedule 3.18(c), 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 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 contract identified in Schedule 3.18 (a).
(d) Except as set forth in Schedule 3.18(d), no customer of the Disclosure Letter Company is a work entitled to or customarily receives discounts, allowances, volume rebates or similar reductions in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions theretoprice or trade terms.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(a3.16(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have the Company has delivered to Buyer Parent true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employeesEmployees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee Employee representative of a group of employeesEmployees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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 executed by the Company that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b3.16(b) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.16(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable against the Company in accordance with its terms.
(c) Except as set forth in Part 3.16(c) of the total amount Disclosure Letter:
(i) the Company is, and at all times since February 5, 1997 has been, in compliance with all applicable terms and requirements of each contract Applicable Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) to the Knowledge of the Company, each other Person that has or had any obligation or liability under any Applicable Contract under which the Company has or had any rights is, and certain information as reflected at all times since the Company's inception has been, in compliance with all applicable terms and requirements of such Applicable Contract;
(iii) to the captions theretoKnowledge the 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 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) the Company has not been given or received from any other 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 Applicable Contract.
(d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Applicable Contracts with any Person and no such Person has made written demand to the Company for such renegotiation.
Appears in 1 contract
Sources: Agreement and Plan of Acquisition and Arrangement (Infospace Com Inc)
Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter Schedule 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 the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-non- disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,0002,500;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter Schedule:
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and 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, the Company; and
(ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the total amount Disclosure Schedule, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the Disclosure Schedule:
(i) the Company is, and at all times since January 1, 1991 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by it is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 1991 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 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) the Company has not given to or received from any other Person, at any time since January 1, 1991, 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 under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 3.17(aA. SCHEDULE 3.17(A) of the Company Disclosure Letter Schedule contains a complete and accurate listlist (other than Customer License Agreements which are disclosed in Section 3.22.), and Sellers have the Company has delivered to Buyer Merger Sub and Parent true and complete copies, of:
(i) each Each Contract that involves performance of services or delivery of goods or materials by the Company or the Subsidiary of an amount or value in excess of Twenty-Five Thousand and No/100 Dollars ($100,000.25,000.00);
(ii) each Each Contract that involves performance of services or delivery of goods or materials to the Company or the Subsidiary of an amount or value in excess of Twenty-Five Thousand and No/100 Dollars ($10,000:25,000.00);
(iii) each current Insurance Policy;
(iv) Except for customer Contracts and inventory and equipment purchase orders incurred in the Ordinary Course of Business, each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company or the Subsidiary in excess of Twenty-Five Thousand and No/100 Dollars ($10,00025,000.00);
(viv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 Twenty-Five Thousand and No/100 Dollars ($10,000, 25,000.00) and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00)one (1) year) of the Company or the Subsidiary;
(viv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each Each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employeesemployees relating to the Company or the Subsidiary;
(viiivi) each Each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or the Subsidiary with any other Person;
(ixvii) each Each Contract containing covenants that in any way purport to restrict the business activity of the Company or the Subsidiary or limit the freedom of the Company or the Subsidiary to engage in any line of business or to compete with any Person;
(xviii) each Each Contract (relating to the Company or the Subsidiary) providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiix) each Each power of attorney relating to the Company or the Subsidiary that is currently effective and outstanding;
(xiix) each Each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by relating to the Company to be responsible for consequential damages;
(xiii) each Contract or the Subsidiary for capital expenditures in excess of Twenty-Five Thousand and No/100 Dollars ($10,00025,000.00);
(xivxi) each Each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company or the Subsidiary other than in the Ordinary Course of Business; and
(xvxii) each Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
B. Except as set forth in SCHEDULE 3.17(B) of the Company Disclosure Schedule, to the Knowledge of the Company, no officer, director, or employee of the Company or the Subsidiary is bound by any Contract that purports to limit the ability of such officer, director or employee to (i) engage in or continue any conduct, activity, or practice relating to the business of the Company or any Subsidiary, as currently conducted or (ii) assign to the Company or any Subsidiary any rights to any invention, improvement, or discovery relating to the business of the Company or any Subsidiary.
C. Except as set forth in SCHEDULE 3.17(C) of the Company Disclosure Schedule, each Contract identified or required to be identified in SCHEDULE 3.17(A) of the Company Disclosure Schedule is in full force and effect, except as to matters or default which in the aggregate would not have a Company Material Adverse Effect.
D. Except as set forth in SCHEDULE 3.17(D) of the Company Disclosure Schedule:
(i) The Company and each Subsidiary is in full compliance with all material terms and requirements of each Contract under which Company or such Subsidiary has or had any obligation or liability or by which Company or such Subsidiary or any of the assets owned or used by Company or such Subsidiary is or was bound, except where the failure to comply with such terms and requirements would not have a Company Material Adverse Effect;
(ii) To the Knowledge of the Company, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is in full compliance with all material terms and requirements of such Contract;
(iii) To the Knowledge of the 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 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 material Contract, except for change orders events or circumstances which will in the aggregate would not have a Company Material Adverse Effect; and
(iv) Neither the Company nor any Subsidiary has given to or received from any other Person, at any time since March 31, 1999, any written notice regarding any actual, alleged, possible, or potential violation or breach of, or default under, any material Contract.
E. There are no renegotiations of or attempts to renegotiate any material adverse effect amounts paid or payable to the Company;Company or any Subsidiary under current or completed Contracts with any Person and the Company has not received any written demand for such renegotiation.
(b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Practice Works Inc)
Contracts; No Defaults. (a) Part 3.17(a3 . l 7(a) of the Disclosure Letter contains a complete and accurate list, and Sellers Shareholders have delivered to Buyer Purchaser true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.
$ 15,000.00; (ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:
$ 15,000.00; (iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
$ 15,000.00 (viv) 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, 10,000.00 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
; (viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
; (viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
; (viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
; (ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
; (xix) 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;
; (xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
; (xiiixii) each Applicable Contract for capital expenditures expenditures, including any Contract for computer and telephone systems hardware and software, and any other Contract in excess of $10,000;
15,000.00; (xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
and (xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) no Shareholder (and no Related Person of any Shareholder) has or may acquire any rights under, and no Shareholder 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, the Company; and (ii) no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since December 31,1991 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; (ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since December 31, 1991 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 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) the Company has not given to or received from any other Person, at any time since December 31, 1991, 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 under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 Stationers Supply Co)
Contracts; No Defaults. Part 3.17
(a) Part 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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.
(ii) 10,000.00; each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:
(iii) 10,000.00; each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(v) 10,000.00; 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, 10,000.00 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(vi) ; each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) ; each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viii) ; each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ix) ; each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company, the Seller or any Affiliate of the Company or limit the freedom of the Company, the Seller or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(x) ; each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xi) ; 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 the Company to be responsible for consequential damages;
(xiii) ; each Applicable Contract for capital expenditures in excess of $10,000;
(xiv) 10,000.00; each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xv) and 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;.
(b) 's office where details relating to the Contracts are located. Except as set forth in Part 3.17(b) of the Disclosure Letter: neither Seller (and no Related Person of Seller) has or may acquire any rights under, and 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 the Company; and no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery. Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms. Except as set forth in Part 3.17(d) of the total amount Disclosure Letter: the Company is, and at all times since January 1, 1999 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound; each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 1999 has been, in full compliance with all applicable terms and requirements of such Contract; 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 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 the Company has not given to or received from any other Person, at any time since January 1, 1999, 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. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation. The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company has been entered into in the captions theretoOrdinary 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 A. Schedule 3.17(a) of the Company Disclosure Letter Schedule contains a complete and accurate listlist (other than Customer License Agreements which are disclosed in Section 3.22.), and Sellers have the Company has delivered to Buyer Merger Sub and Parent true and complete copies, of:
(i) each Each Contract that involves performance of services or delivery of goods or materials by the Company or the Subsidiary of an amount or value in excess of Twenty-Five Thousand and No/100 Dollars ($100,000.25,000.00);
(ii) each Each Contract that involves performance of services or delivery of goods or materials to the Company or the Subsidiary of an amount or value in excess of Twenty-Five Thousand and No/100 Dollars ($10,000:25,000.00);
(iii) each current Insurance Policy;
(iv) Except for customer Contracts and inventory and equipment purchase orders incurred in the Ordinary Course of Business, each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company or the Subsidiary in excess of Twenty- Five Thousand and No/100 Dollars ($10,00025,000.00);
(viv) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 Twenty-Five Thousand and No/100 Dollars ($10,000, 25,000.00) and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00)one (1) year) of the Company or the Subsidiary;
(viv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each Each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employeesemployees relating to the Company or the Subsidiary;
(viiivi) each Each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or the Subsidiary with any other Person;
(ixvii) each Each Contract containing covenants that in any way purport to restrict the business activity of the Company or the Subsidiary or limit the freedom of the Company or the Subsidiary to engage in any line of business or to compete with any Person;
(xviii) each Each Contract (relating to the Company or the Subsidiary) providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiix) each Each power of attorney relating to the Company or the Subsidiary that is currently effective and outstanding;
(xiix) each Each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by relating to the Company to be responsible for consequential damages;
(xiii) each Contract or the Subsidiary for capital expenditures in excess of Twenty-Five Thousand and No/100 Dollars ($10,00025,000.00);
(xivxi) each Each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company or the Subsidiary other than in the Ordinary Course of Business; and
(xvxii) each Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part B. Except as set forth in Schedule 3.17(b) of the Company Disclosure Letter Schedule, to the Knowledge of the Company, no officer, director, or employee of the Company or the Subsidiary is bound by any Contract that purports to limit the ability of such officer, director or employee to (i) engage in or continue any conduct, activity, or practice relating to the business of the Company or any Subsidiary, as currently conducted or (ii) assign to the Company or any Subsidiary any rights to any invention, improvement, or discovery relating to the business of the Company or any Subsidiary.
C. Except as set forth in Schedule 3.17(c) of the Company Disclosure Schedule, each Contract identified or required to be identified in Schedule 3.17(a) of the Company Disclosure Schedule is in full force and effect, except as to matters or default which in the aggregate would not have a work Company Material Adverse Effect.
D. Except as set forth in progress schedule setting forth Schedule 3.17(d) of the total amount Company Disclosure Schedule:
(i) The Company and each Subsidiary is in full compliance with all material terms and requirements of each contract Contract under which Company or such Subsidiary has or had any obligation or liability or by which Company or such Subsidiary or any of the assets owned or used by Company or such Subsidiary is or was bound, except where the failure to comply with such terms and certain information as reflected requirements would not have a Company Material Adverse Effect;
(ii) To the Knowledge of the Company, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is in full compliance with all material terms and requirements of such Contract;
(iii) To the Knowledge of the 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 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 material Contract, except for events or circumstances which in the captions theretoaggregate would not have a Company Material Adverse Effect; and
(iv) Neither the Company nor any Subsidiary has given to or received from any other Person, at any time since March 31, 1999, any written notice regarding any actual, alleged, possible, or potential violation or breach of, or default under, any material Contract.
E. There are no renegotiations of or attempts to renegotiate any material amounts paid or payable to the Company or any Subsidiary under current or completed Contracts with any Person and the Company has not received any written demand for such renegotiation.
Appears in 1 contract
Sources: Merger Agreement (Infocure Corp)
Contracts; No Defaults. (a) Part 3.17(a) As of the Disclosure Letter contains Closing Date, Schedule 3.18(a) will contain 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 the Company of an amount or value in excess of $100,000.5,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:5,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,0005,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Related Person of the Company or limit the freedom of the Company or any Related Person of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,0005,000;
(xivxiii) each written warranty, guaranty, and guaranty or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.18(a) sets forth reasonably complete details concerning such Contracts, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts and the Company;'s office where details relating to the Contracts are located.
(b) Part 3.17(bExcept as set forth on Schedule 3.18(b):
(i) Sellers (including any Related Person of either Seller) do not have and may not acquire any rights under, and Sellers do not have and may not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the Disclosure Letter assets owned or used by, the Company; and
(ii) No officer, director, agent, employee, consultant, or contractor of the Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth on Schedule 3.18(c), each Contract identified or required to be identified on Schedule 3.18(a) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth on Schedule 3.18(d):
(i) the total amount Company is, and at all times since January 1, 1992 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) to the Knowledge of Sellers and certain information as reflected the Company, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times since January 1, 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 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) the Company has not given to or received from any other Person, at any time since January 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 the Company under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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) Schedule 3.18(g) contains a complete and accurate list of every arrangement pursuant to which the Company, or either Seller on behalf of the Company, presently does, or is obligated to, by contract or otherwise, purchase advertising (including "yellow pages" entries), and the type of advertising required to be purchased.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(a3.16(a) of the Disclosure Letter Schedule contains a complete and accurate list, and Sellers have delivered the Company has made available to Buyer true and complete copies, of:
(i) each Contract that is currently in effect and involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.50,000;
(ii) each Contract that is currently in effect and involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:50,000;
(iii) each current Insurance Policy;
(iv) each Contract that is currently in effect and that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of by the Company in excess of $10,00050,000;
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and any other Contract affecting the ownership of, leasing of, title to, use of, to 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAssets other than the Company’s form employee agreement;
(viivi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person, other than the Company Operating Agreement;
(ixviii) each Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(xix) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) each unconditional power of attorney granted by the Company and that is currently effective and outstanding;
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixi) each Contract for capital expenditures in excess of $10,00050,000, other than in the Ordinary Course of Business;
(xivxii) each written warranty, guaranty, and warranty or other similar undertaking with respect to contractual performance guaranty extended by the Company other than in the Ordinary Course of Business;
(xiii) each ESD Contract; and
(xvxiv) each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect . Each of the foregoing Contracts is referred to the Company;in this Agreement as an “Applicable Contract”.
(b) Except as set forth in Part 3.17(b3.16(b) of the Disclosure Letter Schedule:
(i) no member of the Seller Group (and no Related Person of either the Company or the Seller Group) has or may acquire any rights under, and no member of the Seller Group has or may become subject to any obligation or liability under, any Contract; and
(ii) to the Knowledge of Seller, no officer of the Company or Key Employee is bound by any Contract that purports to limit the ability of such Person to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery other than the Company’s form employee agreement.
(c) To the Knowledge of Seller and except as set forth in Part 3.16(c) of the Disclosure Schedule, each Applicable Contract identified or required to be identified in Part 3.16(a) of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency or other laws affecting creditors’ rights generally and by general principles of equity.
(d) Except as set forth in Part 3.16(d) of the Disclosure Schedule:
(i) with respect to each Applicable Contract, to the Knowledge of the Seller, the Company is, and at all times since the date of inception of such Applicable Contract has been, in compliance in all material respects with all applicable terms and requirements of such Applicable Contract;
(ii) to the Knowledge of Seller, each other Person that has any obligation or liability under any Applicable Contract under which the Company has any rights is in compliance in all material respects with all applicable terms and requirements of such Applicable Contract;
(iii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) would reasonably be expected to give the Company or other Person the right to declare a work default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Applicable Contract;
(iv) neither the Company nor any member of the Seller Group has given or received from any other Person any written notice or other written communication regarding any actual, alleged, possible, or potential material violation or breach of, or default under, any Applicable Contract;
(v) the Company has no outstanding Contracts with Seller, any Related Party of Seller or any officer, employee, agent, consultant, advisor, salesman, sales representative, distributor or dealer providing for the payment of any bonus or commission based on sales or earnings;
(vi) other than the Retention Agreements, the Company has no employment agreement, or any other agreement that contains any severance or termination pay liabilities or obligations;
(vii) the Company has no outstanding agreement to acquire any debt obligations of others;
(viii) the Company has no outstanding loan to any Person, except reimbursement of employee travel and other expenses reimbursable in progress schedule setting forth the total amount of each contract accordance with Company policy and certain information as reflected incurred in the captions theretoOrdinary Course of Business of the Company;
(ix) the Company has no outstanding obligations or liabilities (whether absolute, accrued, contingent or otherwise), as guarantor, surety, co-signer, endorser, co-maker or otherwise in respect of the obligation of any Person, corporation, partnership, joint venture, association, organization or other entity; and
(x) the Company has no commitment or obligation to continue to utilize the services of, or otherwise to do business with, any licensor, vendor, supplier or licensee of the Company that is not terminable on thirty (30) days or less notice.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Techteam Global Inc)
Contracts; No Defaults. (a) Part 3.17(aSCHEDULE 4.18(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Shareholder 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 the Company Seller of an amount or value in excess of $100,000.50,000;
(ii) each Each Applicable Contract that involves performance of services or delivery of goods or materials to the Company Seller of an amount or value in excess of $10,000:50,000;
(iii) each current Insurance Policy;
(iv) each Each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Seller in excess of $10,00050,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one (1) year);
(viv) each Each licensing agreement or and other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each Each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employeesemployees relating to wages, hours, and other conditions of employment;
(viiivii) each Each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Seller with any other Person;
(ixviii) each Each Applicable Contract containing covenants that in any way purport to restrict the Seller's business activity of the Company or limit the freedom of the Company Seller to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Seller to be responsible for consequential damages;
(xiiixii) each Each Applicable Contract for capital expenditures in excess of $10,000;
(xivxiii) each Each written warranty, guaranty, and or and/or other similar undertaking with respect to contractual performance extended by the Company Seller other than in the Ordinary Course of Business; and
(xvxiv) each Each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(bExcept as set forth in SCHEDULE 4.18(b):
(i) Shareholder has not and may not acquire any rights under, and Shareholder has not and may not become subject to any obligation or liability under, any Contract that relates to the business of, or any of the Disclosure Letter assets owned or used by, the Seller; and
(ii) To the Knowledge of Shareholder and the Seller, no officer, director, agent, employee, consultant, or contractor of the Seller is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of the Seller, or (B) assign to the Seller or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in SCHEDULE 4.18(c) to Shareholder's and Seller's Knowledge:
(i) Each Contract identified or required to be identified in SCHEDULE 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 4.18(a) contains any term or requirement that is unreasonable, extraordinary, or not customary in the total amount industries in which the Seller operates.
(d) Except as set forth in SCHEDULE 4.18(d) since March 30, 1998:
(i) To Shareholder's and Seller's Knowledge, the Seller is, and has been, in material compliance with all applicable terms and requirements of each contract Contract under which the Seller has or had any obligation or liability or by which the Seller or any of the assets owned or used by the Seller is or was bound;
(ii) To Shareholder's and certain information as reflected Seller's Knowledge, each other Person that has or had any obligation or liability under any Contract under which the Seller has or had any rights is, and has been, in material compliance with all applicable terms and requirements of such Contract;
(iii) 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 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) The Seller has not given to nor received from any other 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 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 Seller have been entered into in the captions theretoOrdinary 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) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) each lease, rental or occupancy agreementContract, license, installment and conditional sale agreementContract, 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business;
(xiv) any Contract to purchase or otherwise acquire or sell or otherwise dispose of any interest in real property pertaining to the Company;
(xv) any stock purchase agreements, asset purchase agreements and other acquisition or divestiture agreements relating to the acquisition, lease or disposition by the Company of any of the assets of the Company, in each case (A) which was entered into by the Company after December 31, 2003, or (B) under which any Seller has any ongoing indemnification or other material obligations;
(xvi) any Contract relating to the location of employees or minimum number of employees to be employed with respect to the Company;
(xvii) any loan agreement, note, mortgage, indenture, security agreement, or guarantee of the obligations of a third Person which relates to the Company;
(xviii) any settlement agreement to which the Company is a party and which was entered into on or after December 31, 2003;
(xix) any agreements that are material to the Company; and
(xvxx) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;’s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and no Seller has or may become subject to any Liability under, any Contract that relates to the business of, or any of the assets owned or used by, the Company; and
(ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since December 31, 2003 has been, in compliance with all material terms and requirements of each contract Contract under which the Company has or had any Liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any Liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since December 31, 2003 has been, in compliance with all material 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 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) the Company has not given to or received from any other Person, at any time since December 31, 2005 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 under current or completed Contracts with any Person and, to 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 Company have been entered into in the captions theretoOrdinary 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 3.17(aSchedule 3.16(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered or caused to be delivered to Buyer true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.5,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:5,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,0005,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xviii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiix) each power of attorney granted by or to the Company 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 the Company to be responsible for consequential damages;
(xiiixi) each Applicable Contract for capital expenditures in excess of $10,0002,500;
(xivxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(bExcept as set forth in Schedule 3.16(b):
(i) No Seller (nor any Related Person of any Seller) has or may acquire any rights under, and no Seller has or may become subject to any obligation or liability or liability under, any Contract that relates to the business of, or any of the Disclosure Letter assets owned or used by, the Company; and
(ii) No officer or employee of the Company is a work bound by any Contract that purports to limit the ability of such officer or employee to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company any rights to any invention, improvement, or discovery.
(c) Except as set forth the total amount of in Schedule 3.16(c), each contract Contract identified or required to be identified in Schedule 3.16
(a) is in full force and certain information as reflected effect and is valid and enforceable in the captions theretoaccordance with its terms.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(a) 3.14.1 Section 3.14 of the Disclosure Letter Schedule contains a complete and accurate list, and Sellers have delivered to Buyer Biomune true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company or for Rockwood of an amount or value in excess of $100,000.;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company Rockwood of an amount or value in excess of $10,000:100,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Rockwood in excess of $10,000100,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Rockwood with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company Rockwood or any Affiliate of Rockwood or limit the freedom of the Company Rockwood or any Affiliate of Rockwood to engage in any line of business or to compete with any Person;
(xix) 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 of Rockwood that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Rockwood to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures expenditures, by Rockwood in excess of $10,000100,000;
(xivxiii) each written warranty, guaranty, and or /or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of BusinessRockwood; and
(xvxiv) each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
3.14.2 Except as set forth in the Disclosure Schedule, except for change orders which will have no material adverse effect officer, director, or to the Company;Knowledge of Sellers, any agent, critical employee, consultant, or Representative of Rockwood is bound by any Contract that purports to limit the ability of such officer, director, agent, critical employee, consultant, or Representative to (A) engage in or continue any conduct, activity, or practice relating to the Business of Rockwood, or (B) assign to Rockwood or to any other Person any rights to any invention, improvement, or discovery.
(b) Part 3.17(b) 3.14.3 Except as set forth in the Disclosure Schedule, to the Knowledge of Sellers, each Applicable Contract identified in Section 3.14 of the Disclosure Letter Schedule is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms, except to the extent it has been performed or completed.
3.14.4 Except as set forth in the total amount Disclosure Schedule:
(i) Rockwood is, and at all times since July 9, 1997 has been, in compliance with all material terms and requirements of each contract Applicable Contract under which Rockwood has or has had any material obligation or Liability or by which Rockwood or any of the assets owned or used by Rockwood are bound;
(ii) to the Knowledge of Sellers, each other Person that has or had any obligation or Liability under any Applicable Contract under which Rockwood has or has had any rights is in compliance with all material terms and certain information as reflected requirements of such Applicable Contract;
(iii) 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 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) Rockwood has not given to or received from any other Person, at any time since July 9, 1997 any written notice or, to the Knowledge of Sellers, other communication regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Applicable Contract.
3.14.5 There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any Material amounts paid or payable to Rockwood under current or completed Applicable Contracts with any Person and no such Person has made written demand for such renegotiation.
3.14.6 The Applicable Contracts relating to the sale or provision of products or services by Rockwood have been entered into in the captions theretoOrdinary Course of Business 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) Part 3.17(aSchedule 3.20(a) of the Disclosure Letter contains a an accurate and complete and accurate list, and Sellers have Seller has delivered to Buyer true true, accurate and complete copies, ofof each Seller Contract:
(i) each Contract that involves performance of services or delivery of goods or materials by the Company Seller of an amount or value in excess of $100,000.Dollars ($ );
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company Seller of an amount or value in excess of $10,000:Dollars ($ );
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Seller in excess of $10,000Dollars ($ );
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00)property;
(viv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employeesemployees relating to wages, hours, and other conditions of employment;
(viiivi) each joint venturerelating to bonus, partnershippension, and profit sharing, retirement or any other Contract form of deferred compensation plan or any stock purchase, stock option or similar plan or practice, whether formal or informal, or any severance agreement or arrangement;
(however namedvii) involving a sharing of profits, losses, costs, or liabilities by the Company Seller with any other Person;
(ixviii) each Contract containing covenants that in any way purport to restrict the Seller’s business activity of the Company or limit the freedom of the Company Seller to engage in any line of business or to compete with any Person;
(xix) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) each constituting a power of attorney of Seller that is currently (or could become in the future) effective and outstanding;
(xiixi) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Contract for capital expenditures in excess of $10,000Dollars ($ );
(xii) for the employment of any officer, individual employee or other person on a full time, part time or consulting basis or providing for the payment of any cash or other compensation or benefits upon the sale of the Business;
(xiii) pursuant to which any current or former employee is entitled to payment for a covenant not to compete with Seller;
(xiv) each written warrantyrelating to any Indebtedness of Seller or relating to the borrowing of money or to mortgaging, guarantypledging or otherwise placing an Encumbrance on any of the Assets or any letter of credit arrangements;
(xv) relating to any license or royalty agreements;
(xvi) relating to any nondisclosure or confidentiality agreements;
(xvii) relating to any guaranty of any material obligation for borrowed money or otherwise, and other than endorsements made for collection;
(xviii) relating to any distribution arrangement;
(xix) with the same party continuing over a period of more than six (6) months from the date or dates thereof, not terminable by Seller upon thirty (30) days’ or less notice without penalty;
(xx) for the marketing, sale, advertising or promotion of the Business’ products or services, if such Seller Contract is material to the Business;
(xxi) with any officer, director, partner or other similar undertaking Related Person;
(xxii) for any warranty agreement with respect to contractual performance extended by products delivered or services rendered or any indemnity agreement with any supplier or customer under which Seller is obligated to indemnify such supplier or customer against liability claims;
(xxiii) relating to ownership of or investments in any business or enterprise, including investments in partnerships, joint ventures and minority equity investments;
(xxiv) relating to any settlement, conciliation or similar agreement;
(xxv) in the Company other than form of Seller’s standard warranty terms for the Business;
(xxvi) that is otherwise material to the Business, whether or not entered into in the Ordinary Course of Business; and
(xvxxvii) 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, except for change orders which will have no material adverse effect including the parties to, and dates and titles of, the Contracts and, with regard to oral Contracts, a description of the Company;obligations under and the subject matter of such Contracts.
(b) Part 3.17(bExcept as set forth in Schedule 3.20(b), no Related Person or stockholder of Seller has or may acquire any rights under, and no Related Person or stockholder of Seller has or may become subject to any Liability under, any Seller Contract.
(c) Except as set forth in Schedule 3.20(c):
(i) each Contract identified or required to be identified in Schedule 3.20(a) and that is to be assigned to or assumed by Buyer under this Agreement (each an “Assigned Contract”) is identified as such on Schedule 3.20(a) with an asterisk, in full force and effect and is valid and enforceable in accordance with its terms except as the enforcement thereof may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally;
(ii) each Assigned Contract is assignable by Seller to Buyer without the consent of any other Person; and
(iii) to the Knowledge of Seller, no Assigned Contract will upon completion or performance thereof have a Material Adverse Effect on Seller.
(d) Except as set forth in Schedule 3.20(d):
(i) Seller is, and at all times since , has been, in compliance with all applicable terms and requirements of each Assigned Contract;
(ii) each other Person that has or had any Liability under any Assigned Contract is, and at all times since , 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 breach of, or give Seller or any 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, or modify any Assigned Contract;
(iv) no event has occurred or circumstance exists under or by virtue of any Seller Contract that (with or without notice or lapse of time) would cause the creation of any Encumbrance affecting any of the Disclosure Letter is a work in progress schedule setting forth Assets; and
(v) Seller has not given to or received from any other Person, at any time since
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Seller under current or completed Seller Contracts with any Person having the total amount of each contract contractual or statutory right to demand or require such renegotiation, and certain information as reflected in the captions theretono such Person has made written demand for such renegotiation.
Appears in 1 contract
Sources: Asset Purchase Agreement
Contracts; No Defaults. (a) Part 3.17(a3.15(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have /or Seller 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 the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate or limit the freedom of the Company or any Affiliate to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Applicable Contract for capital expenditures in excess of $10,000;
(xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b3.15(b) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.15(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(c) Except as set forth in Part 3.15(c) of the total amount Disclosure Letter, to the Knowledge of Seller:
(i) the Company is, and at all times since January 1, 2002 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by it is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 2002 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 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) the Company has not given to or received from any other Person, at any time since January 1, 2002, 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.
(d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
(e) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the captions theretoOrdinary 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 3.17(a) 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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company or for Rockwood of an amount or value in excess of $100,000.;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company Rockwood of an amount or value in excess of $10,000:100,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Rockwood in excess of $10,000100,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Rockwood with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company Rockwood or any Affiliate of Rockwood or limit the freedom of the Company Rockwood or any Affiliate of Rockwood to engage in any line of business or to compete with any Person;
(xix) 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 of Rockwood that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Rockwood to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures expenditures, by Rockwood in excess of $10,000100,000;
(xivxiii) each written warranty, guaranty, and or /or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of BusinessRockwood; and
(xvxiv) each written amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in the Disclosure Letter, no officer, director, or to the Knowledge of Sellers, any agent, critical employee, consultant, or Representative of Rockwood is bound by any Contract that purports to limit the ability of such officer, director, agent, critical employee, consultant, or Representative to (A) engage in or continue any conduct, activity, or practice relating to the Business of Rockwood, or (B) assign to Rockwood or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in the Disclosure Letter, to the Knowledge of Sellers, each Applicable Contract identified in Part 3.17(b) 3.14 of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in the total amount Disclosure Letter:
(i) Rockwood is, and at all times since September 30, 1996 has been, in compliance with all material terms and requirements of each contract Applicable Contract under which Rockwood has or has had any material obligation or liability or by which Rockwood or any of the assets owned or used by Rockwood are bound;
(ii) to the Knowledge of Sellers, each other Person that has or had any obligation or liability under any Applicable Contract under which Rockwood has or has had any rights is in compliance with all material terms and certain information as reflected requirements of such Applicable Contract;
(iii) 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 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) Rockwood has not given to or received from any other Person, at any time since December 31, 1996 any written notice or, to the Knowledge of Sellers, other communication 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 Rockwood under current or completed Applicable Contracts with any Person and no such Person has made written demand for such renegotiation.
(f) The Applicable Contracts relating to the sale or provision of products or services by Rockwood have been entered into in the captions theretoOrdinary Course of Business 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) Part 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 Applicable Contract that involves performance of services or delivery of goods or materials by the or to one or more Company of an amount or value in excess of $100,000.$ 5,000 (except for the Management Contracts which have been provided to Buyer and not included on the Disclosure Letter);
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the one or more Company in excess of $10,0001,000;
(viii) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viiv) each collective bargaining agreement and other any Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of an Company or limit the freedom of the Company or any Affiliate of an Company to engage in any line of business or to compete with any Person;
(xviii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiix) 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 the Company to be responsible for consequential damages;
(xiiixi) each Applicable Contract for capital expenditures in excess of $10,0001,000;
(xivxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Unless set forth in Part 3.17(b) of the Disclosure Letter:
(i) Seller (and no Related Person of Seller) has not entered into any arrangement that provides for current or future acquisition rights nor being subject to any obligation or liability that relates to the business of, or any of the assets owned or used by, the Company; and
(ii) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Unless set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company, and any other Person with any obligation or liability under any Contract, is and at all times since January 1, 2010 has been, in full compliance with all applicable terms and requirements of each contract Contract under which such Company has or had any obligation or liability or by which such Company or any of the assets owned or used by such Company is or was bound;
(ii) 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 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
(iii) no Company has given to or received from any other Person, at any time since January 1, 2010, 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 under current or completed Contracts with any Person and certain information as reflected in the captions theretono such Person has made written demand for such renegotiation.
Appears in 1 contract
Sources: LLC Ownership Interest Purchase Agreement (Vystar Corp)
Contracts; No Defaults. (a) Part 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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the one or more The Company in excess of $10,00025,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00025,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) Seller (and no Related Person of either Seller) neither has nor may acquire any rights under, and Seller neither has nor 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, the Company; and
(ii) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since March 31, 1999 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which an the Company has or had any rights is, and certain information as reflected at all times since March 31, 1999 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 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) the Company has not given to or received from any other Person, at any time since March 31, 1999, 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 under current or completed Contracts with any Person and, to the Knowledge of Seller 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 Company have been entered into in the captions theretoOrdinary 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 3.17(a) of the Shareholders' Disclosure Letter contains a complete and accurate list, and Sellers Shareholders have delivered or made available to Buyer Parent true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProperty;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ix) each Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xi) each power of attorney that is currently effective and outstanding;
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Contract for capital expenditures in excess of $10,000;
(xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
Appears in 1 contract
Sources: Merger Agreement (Packaged Ice Inc)
Contracts; No Defaults. (a) Part 3.17(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 Contract that involves performance of services licensing agreement or delivery of goods or materials by other contract with respect to software (collectively, the Company of an amount or value in excess of $100,000.“Software Licenses”);
(ii) each Contract 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 the Operating Company of an amount or value in excess of $10,000:
(iii) each current Insurance Policy;
(ivv) each Contract 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 the Operating Company in excess of $10,000;
(vvi) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(vivii) each licensing agreement or other Contract contract (other than the Software Licenses) with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProperty;
(viiviii) each collective bargaining agreement and other Contract contract to or with any labor union or other employee representative of a group of employees;
(viiiix) each joint venture, partnership, and other Contract contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Operating Company with any other Personperson;
(ixx) each Contract contract containing covenants that in any way purport to restrict the business activity of the Operating Company or any of its affiliates or limit the freedom of the Operating Company or any of its affiliates to engage in any line of business or to compete with any Personperson;
(xxi) each Contract contract providing for payments to or by any Person person based on sales, purchases, or profits, other than direct payments for goods;
(xixii) 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;
(xiixiii) each Contract contract entered into other than in the Ordinary Course ordinary course of Business business that contains or provides for an express undertaking by the Operating Company to be responsible for consequential damages;
(xiiixiv) each Contract contract for capital expenditures in excess of $10,000;
(xivxv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Operating Company other than in the Ordinary Course ordinary course of Businessbusiness; and
(xvxvi) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
Appears in 1 contract
Sources: Agreement and Plan of Exchange (Milk Bottle Cards Inc.)
Contracts; No Defaults. (a) Part 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 Applicable Contract that was not entered into in the Ordinary Course of Business and that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of Five Thousand Dollars ($10,000:5,000.00),
(iiiii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of Five Thousand Dollars ($10,000;5,000.00),
(viii) 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, 5,000.00) and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);,
(viiv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;intellectual property assets of the Company,
(viiv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;,
(viiivi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;,
(ixvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;,
(xviii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;,
(xiix) 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 the Company to be responsible for consequential damages;,
(xiiixi) each Applicable Contract for capital expenditures in excess of Five Thousand Dollars ($10,000;5,000.00),
(xivxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; , and
(xvxiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter, Seller (and no related person of Seller) has not or may not acquire any rights under, and 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, the Company, and
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy or other laws affecting the enforcement of creditors' rights generally.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound,
(ii) each other Person that has or had any material obligation or material liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times 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 reasonably contravene, conflict with, or result in a violation or breach of, or give the Company or other Person the right to reasonably 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) the Company has given to or received from any other Person, at any time 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 under current or completed Contracts with any Person and, to the Knowledge of Seller 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 Company have been entered into in the captions theretoOrdinary 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 3.17(aSchedule 3.18(a) of the Disclosure Letter 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 Seller Contract that involves performance of services or delivery of goods or materials by the Company Seller of an amount or value in excess of Twenty-Five Thousand Dollars ($100,000.25,000);
(ii) each Seller Contract that involves performance of services or delivery of goods or materials to the Company Seller of an amount or value in excess of Twenty-Five Thousand Dollars ($10,000:25,000);
(iii) each current Insurance Policy;
(iv) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Seller in excess of Fifty Thousand Dollars ($10,000;50,000)
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 Ten Thousand Dollars ($10,000, ) and having an aggregate value of all items having with a value per item term of less than $10,000 items not exceeding $50,000.00one (1) year);
(viv) each licensing agreement or other Seller Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employeesemployees relating to wages, hours and other conditions of employment;
(viiivi) each joint venture, partnership, and other Seller Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company Seller with any other Person;
(ixvii) each Seller Contract containing covenants that in any way purport to restrict the Seller's business activity of the Company or limit the freedom of the Company Seller to engage in any line of business or to compete with any Person;
(xviii) each Seller Contract providing for payments to or by any Person based on sales, purchases, purchases or profits, other than direct payments for goods;
(xiix) each power of attorney of Seller that is currently effective and outstanding;
(xiix) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Seller to be responsible for consequential damages;
(xiiixi) each Seller Contract for capital expenditures in excess of Twenty-Five Thousand Dollars ($10,00025,000);
(xivxii) each Seller Contract not denominated in U.S. dollars;
(xiii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by the Company Seller other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect . Schedule 3.18(a) sets forth the parties to the Company;Contracts and the amount of the remaining commitment of Seller under the Contracts.
(b) Part 3.17(b) Except as set forth in Schedule 3.18(b), no shareholder of Seller has or may acquire any rights under, and no shareholder has or may become subject to any obligation or liability under, any Contract that relates to the business of Seller or any of the Disclosure Letter Assets.
(c) Except as set forth in Schedule 3.18(c):
(i) each Contract identified or required to be identified in Schedule 3.18(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;
(ii) each Contract identified or required to be identified in Schedule 3.18(a) and which is being assigned to or assumed by Buyer is assignable by Seller to Buyer without the consent of any other Person; and
(iii) to the Knowledge of Seller, no Contract identified or required to be identified in Schedule 3.18(a) and which is to be assigned to or assumed by Buyer under this Agreement will upon completion or performance thereof have a work material adverse affect on the business, assets or condition of Seller or the business to be conducted by Buyer with the Assets.
(d) Except as set forth in progress schedule setting forth the total amount Schedule 3.18(d):
(i) Seller is, and at all times has been, in compliance with all applicable terms and requirements of each contract Seller Contract which is being assumed by Buyer;
(ii) to Seller's Knowledge, each other Person that has or had any obligation or liability under any Seller Contract which is being assigned to Buyer is, and certain information as reflected at all times has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) to Seller's Knowledge, no event has occurred or circumstance exists that (with or without notice or lapse of time) contravenes, conflicts with or will result in a Breach of, or accelerates the maturity or performance of, or payment under, or cancels, terminates or modifies, any Seller Contract that is being assigned to or assumed by Buyer;
(iv) to Seller's Knowledge 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
(v) Seller has not given to or received from any other Person any notice or other communication (whether oral or written) regarding any actual or alleged Breach of, or default under, any Contract which is being assigned to or assumed by Buyer.
(e) There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to 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) Each Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the captions theretoOrdinary Course of Business of Seller and 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) Part 3.17(a3.15(a) of the Disclosure Letter contains a complete and accurate list, and Sellers the Company 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 the Company Business of an amount or value in excess of $100,000.5,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company Business of an amount or value in excess of $10,000:5,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Business in excess of $10,0005,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company Business or limit the freedom of the Company Business to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Business to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,0005,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b3.15(b) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.15(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(c) Except as set forth in Part 3.15(c) of the total amount Disclosure Letter:
(i) the Company is, and at all times has been, in material compliance with all applicable terms and requirements of each contract Contract under which it has or had any obligation or liability or by which it or any of the assets owned or used by it is or was bound, and certain information as reflected any material non-compliance has been cured;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and at all times has been, in material compliance with all applicable terms and requirements of such Contract, and any previous non-compliance has been cured;
(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 the captions theretoCompany 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) the Company has not given to or received from any other Person, at any time, 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.
(d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of the Company, no such Person has made written demand for such renegotiation.
Appears in 1 contract
Sources: Asset Purchase Agreement (Morrison Health Care Inc)
Contracts; No Defaults. (a) Part 3.17(aSection 3.16(a) of the Disclosure Letter Schedule contains a complete and accurate list, and Sellers have Seller has delivered to Buyer TKOG true and complete copies, of:
(i) each Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.50,000 or that is a master agreement for the performance of services or delivery of goods or materials by the Company from time to time over an indefinite period of time;
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:50,000;
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 with unfulfilled obligations in excess of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00)50,000;
(viiv) each lease agreement with respect to the vehicles used by the Company in the conduct of its business;
(v) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, trade secrets or other intellectual property, including agreements between the Company and with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assetsintellectual property;
(viivi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, partnership and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other PersonPerson or requiring the Company to make any capital contribution;
(ixviii) each Contract containing covenants a covenant that in any way purport purports to restrict the business activity of the Company or limit Seller or limits the freedom of the Company or Seller to engage in any line of business or to compete with any PersonPerson or hire any Person or containing any change of control provision;
(ix) each employment agreement;
(x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xi) each power of attorney that is currently effective and outstanding;; and
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixi) each Contract for capital expenditures in excess of $10,000;
(xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;25,000.
(b) Part 3.17(bExcept as set forth in Section 3.16(b) of the Disclosure Letter Schedule, Seller has not or may not acquire any rights under, and 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, the Company.
(c) Except as set forth in Section 3.16(c) of the Disclosure Schedule, each Contract identified or required to be identified in Section 3.16(a) of the Disclosure Schedule is a work in progress schedule setting full force and effect and is valid and enforceable against the Company and, to Seller's Knowledge, against the other parties thereto, in accordance with its terms, subject to limitations imposed by bankruptcy, insolvency, reorganization or other laws affecting the rights of creditors generally and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The Company is not aware, and has not been informed, of any bankruptcy proceedings pending which would affect the enforceability of the Contracts.
(d) Except for the limitations set forth in Section 3.16(c) above and except as set forth in Section 3.16(d) of the total amount Disclosure Schedule:
(i) the Company is in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) to Seller's Knowledge, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is in full compliance with all applicable terms and certain information as reflected requirements of such Contract; and
(iii) no event has occurred and, to Seller's Knowledge, no circumstance exists that (with or without notice or lapse of time or both) may result in the captions theretoa violation or breach of any Contract.
Appears in 1 contract
Sources: Merger Agreement (Kroll O Gara Co)
Contracts; No Defaults. (a) Part 3.17(aSchedule 3.14(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered or made available to Buyer true and complete copies, of:
(i) each Gift Contract (other than open purchase or sales orders entered into in the ordinary course of business) that involves performance of services or delivery of goods or materials by the Company any Gift Entity of an amount or value in excess of $100,000.200,000;
(ii) each Gift Contract (other than open purchase or sales orders entered into in the ordinary course of business) that involves performance of services or delivery of goods or materials to the Company an applicable Gift Entity of an amount or value in U.S. excess of $10,000:200,000;
(iii) each current Insurance Policy;
(iv) each Gift Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves expenditures or receipts of the Company any Gift Entity in excess of $10,000200,000;
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Gift 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 having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00200,000);
(viv) each licensing agreement or other Gift Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union union, works counsel, or other employee representative of a group of employeesemployees relating to wages, hours and other conditions of employment;
(viiivi) each joint venture, partnership, and other Gift Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company any Gift Entity with any other Person;
(ixvii) each Gift Contract containing covenants that in any way purport to restrict any Gift Entity’s activity in any material respect with respect to the business activity of the Company Gift Business or limit the freedom of the Company to engage any Gift Entity in any line of business or material respect to compete with any PersonPerson with respect to any aspect of the Gift Business;
(xviii) each Gift Contract providing reasonably likely to provide for payments to or by any Person in excess of $200,000 based on sales, purchases, purchases or profits, other than direct payments for goodsgoods or payments of employee sales commissions;
(xiix) each power of attorney that is currently effective and outstanding;
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Gift Contract for capital expenditures in excess of $10,000200,000;
(xivx) each written warranty, guaranty, any standard form of purchase and or other similar undertaking with respect to contractual performance extended by the Company other than sales orders generally used in the Ordinary Course of Gift Business; and
(xvxi) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will . The Contracts described in Sections 3.14(a)(i) - (ix) and (xi) shall be referred to collectively as the “Material Contracts”. All written Material Contracts have no material adverse effect been made available to the Company;Buyer.
(b) Part 3.17(b) Except as set forth on Schedule 3.14(b), to the Knowledge of the Disclosure Letter Seller, each Material Contract is valid and in full force and effect, and is enforceable against the Gift Entity party thereto in accordance with its terms.
(c) To the Knowledge of the Seller, there are no oral Material Contracts.
(d) Except as set forth on Schedule 3.14(d): (i) none of the Gift Entities has violated or breached, or committed any material default under, any Material Contract to which it is a work party; and, to the Knowledge of the Seller, no other Person has violated or breached, or committed any default under, any Material Contract; (ii) to the Knowledge of the Seller, no event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will or would be reasonably likely to, (A) result in progress a material violation or breach of any of the provisions of any Material Contract, (B) give any Person the right to receive or require a material rebate, chargeback, penalty or change in delivery schedule setting forth under any Material Contract, (C) give any Person the total amount right to accelerate the maturity or performance of each contract any Material Contract or (D) give any Person the right to cancel, terminate or modify in any material respect any Material Contract; and certain information (iii) neither the Seller nor any other Gift Entity a party thereto has received any written notice regarding any actual or possible material violation or breach of, or default under, any Material Contract, the subject of which notice has not been resolved as reflected in required thereby or otherwise to the captions theretosatisfaction of the party sending such notice.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(aSchedule 2.12(a) of the Disclosure Letter 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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:
(iii) each current Insurance Policy25,000;
(ivii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00025,000;
(viii) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viiv) 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 between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property AssetsRights;
(viiv) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;employees of the Foodservice Business.
(viiivi) each joint venture, partnership, and investment or other Contract (however named) agreement involving a sharing of profits, losses, costs, or liabilities by Sellers or the Company with any other PersonPerson relating to the Foodservice Business;
(ixvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of Sellers (with respect to the Foodservice Business) or the Company or limit limits the freedom of Sellers (with respect to the Foodservice Business) or the Company to engage in any line of business or to compete with any Person;
(xviii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiix) 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 Sellers (as it relates to the Foodservice Business) or the Company to be responsible for consequential damages;
(xiiixi) each Applicable Contract for capital expenditures or for the purchase of intangible assets in excess of $10,00025,000;
(xivxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by Sellers with respect to the Foodservice Business or the Company other than in the Ordinary Course of Business; and
(xvxiii) each material amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(bExcept as set forth in Schedule 2.12(b), no officer, director, agent, employee, consultant, or contractor of Sellers (with respect to the Foodservice Business) or the Company is bound by any Contract that 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 Foodservice Business, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 2.12(c), each Applicable Contract identified or required to be identified in Schedule 2.12
(a) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 2.12(d):
(i) Sellers (with respect to the Foodservice Business) and the Company is, and at all times since January 1, 2000, has been, in compliance in all material respects with all applicable terms and requirements of each Contract relating to the Foodservice Business under which Sellers (with respect to the Foodservice Business) or the Company has or had any obligation or liability or by which Sellers (with respect to the Foodservice Business) or the Company or any of the Disclosure Letter assets owned or used by Sellers (with respect to the Foodservice Business) or the Company is or was bound;
(ii) to Sellers' Knowledge, each other Person that has or had any obligation or liability under any Contract under which 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 January 1, 2000, has been, in material 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 work in progress schedule setting forth violation or breach of, or give Sellers (with respect to the total amount 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) neither Sellers (with respect to the Foodservice Business) nor the Company has given to or received from any other Person, at any time since January 1, 2000, 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 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 Sellers or the Company under current or completed Contracts relating to the Foodservice Business with any Person and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, production, manufacture, or provision of each contract products or services by Sellers and certain information as reflected the Company with respect to the Foodservice Business have been entered into in the captions theretoOrdinary 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. (aSchedule 3.12(a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have the Seller has delivered to Buyer the Purchaser true and complete copies, of:
: (i) each Contract (excluding individual invoices or order confirmations in the Ordinary Course of Business) that involves performance of services or delivery of goods or materials by the Company Business of an amount or value in excess of $100,000.
1,000,000; (ii) each Contract (excluding individual purchase orders in the Ordinary Course of Business) that involves performance of services or delivery of goods or materials to the Company Business of an amount or value in excess of $10,000:
1,000,000; (iii) each current Insurance Policy;
material Contract pursuant to which the Business licenses other persons to use any of the Owned Software or Licensed Software or has agreed to support, maintain, upgrade, enhance, modify, or consult with respect to any of the Owned Software or Licensed Software, or pursuant to which other persons license the Business to use the Licensed Software; (iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Business in excess of $10,000;
250,000; (v) the Assumed Real Property Lease, each Assumed Personal Property Lease, or other material license, lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00);
the Acquired Assets; (vi) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any material Intellectual Property Assets of the Intellectual Property Assets;
Business; (vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viii) each material joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Business with any other Person;
; (ixviii) each Contract containing covenants that in any way purport to restrict the business activity of the Company Business, or limit the freedom of the Company Business to engage in any line of business or to compete with any Person;
; (x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiix) each power of attorney of the Business that is currently effective and outstanding;
; (xiix) each Contract entered into other than in of the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Contract for capital expenditures in excess of $10,000;
250,000; and (xivxi) each written warranty, guaranty, and or other similar undertaking with respect to contractual the Acquired Assets or the Business. The Assumed Contracts are in full force and effect and are valid and enforceable in accordance with their terms. Except as set forth in Schedule 3.12(c): (i) The Seller has complied with all applicable terms and requirements of the Assumed Contracts; (ii) 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 Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance extended by of, or to cancel, terminate, or modify, the Company Assumed Contracts; and (iii) the Seller has not given to or received from any other than in the Ordinary Course of Business; and
(xv) each amendment, supplement, and modification Person any notice or other communication (whether oral or written) in respect of regarding any actual, alleged, possible, or potential violation or breach of, or default under, the Assumed Contracts. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Seller under the Assumed Contracts, with any Person and to the Knowledge of the foregoingSeller, except no such Person has made written demand for change orders which will have no material adverse effect to the Company;such renegotiation.
(b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
Appears in 1 contract
Contracts; No Defaults. (a) Part 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 any Applicable Contract that involves performance of services or delivery of goods or materials by the either Company of an amount or value in excess of $100,000.US$50,000;
(ii) each any Applicable Contract that involves performance of services or delivery of goods or materials to the either Company of an amount or value in excess of $10,000:US$50,000;
(iii) each current Insurance Policy;
(iv) each any Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the either Company in excess of $10,000US$50,000;
(viv) each any 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, US$50,000 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each any licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employeesomitted;
(viiivii) each any joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the either Company with any other Person;
(ixviii) each any Applicable Contract containing covenants that in any way purport to restrict the business activity of the either Company or any affiliate of either Company or limit the freedom of the either Company or any affiliate of either Company to engage in any line of business or to compete with any Person;
(xix) each any Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xix) each any power of attorney that is currently effective and outstanding;
(xiixi) each any Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the either Company to be responsible for consequential damages;
(xiiixii) each any Applicable Contract for capital expenditures in excess of $10,000US$50,000;
(xivxiii) each any written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the either Company other than in the Ordinary Course of Business; and
(xvxiv) each any amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. The Disclosure Letter sets forth reasonably complete details concerning any such Contracts, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Group Companies under the Contracts, and either Company;’s office where details relating to the Contracts are located.
(b) Part 3.17(bExcept as set forth in the Disclosure Letter:
(i) neither the Seller nor any Related Person thereof has or may acquire any rights under, and neither the Seller nor any Related Person 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, the Group Companies; and
(ii) to the Knowledge of Seller and the Group Companies, no officer, director, agent, employee, consultant, or contractor of 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 the Group Companies, or (B) assign to either Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in the Disclosure Letter, each Contract identified or required to be identified in the Disclosure Letter by virtue of section 3.17(a) of this Share Purchase Agreement is a work in progress schedule setting forth full force and effect and is valid and enforceable in accordance with its terms.
(d) The Group Companies are, and for the total amount past six (6) years have been, in material compliance with all material terms and requirements of each contract Contract under which such Company has or had any obligation or liability or by which such Company or any of the assets owned or used by such Company is or was bound.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Group Companies under current or completed Contracts with any Person and, to the Knowledge of Seller and certain information as reflected the Group 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 Group Companies have been entered into in the captions theretoOrdinary 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 Schedule 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.5,000 (CAD);
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:5,000 (CAD);
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,0005,000 (CAD);
(viv) 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 (CAD) and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,0005,000 (CAD);
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.17(a) sets forth reasonably complete details concerning such Contracts, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;’s office where details relating to the Contracts are located.
(b) Part Except as set forth in Schedule 3.17(b):
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and 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 Disclosure Letter assets owned or used by, the Company; and
(ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 3.17(c), each Contract identified or required to be identified in Schedule 3.17(a) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 3.17(d):
(i) the total amount Company is, and at all times since December 31, 2003 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) to the Knowledge of the Sellers, each other counterparty that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since December 31, 2003 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 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) the Company has not given to or received from any other Person, at any time since December 31, 2003, 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 under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 (Wireless Ronin Technologies Inc)
Contracts; No Defaults. (a) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xviii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiix) 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 the Company to be responsible for consequential damages;
(xiiixi) each Applicable Contract for capital expenditures in excess of $10,000;
(xivxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiii) 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, except for change orders which will have no material adverse effect including the parties to the Company;Contracts and the amount of the remaining commitment of the Company under the Contracts.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and 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, the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since January 1, 1995 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 1995 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 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) the Company has not given to or received from any other Person, at any time since January 1, 1995, 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 under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 3.17(a3.16(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have the Company has delivered to Buyer Parent true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employeesEmployees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee Employee representative of a group of employeesEmployees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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 executed by the Company that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b3.16(b) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.16(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable against the Company in accordance with its terms.
(c) Except as set forth in Part 3.16(c) of the total amount Disclosure Letter:
(i) the Company is, and at all times since February 5, 1997 has been, in compliance with all applicable terms and requirements of each contract Applicable Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) to the Knowledge of the Company, each other Person that has or had any obligation or liability under any Applicable Contract under which the Company has or had any rights is, and certain information as reflected at all times since the Company's inception has been, in compliance with all applicable terms and requirements of such Applicable Contract;
(iii) to the captions theretoKnowledge the 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 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) the Company has not been given or received from any other 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 Applicable Contract.
(d) There are no re negotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Applicable Contracts with any Person and no such Person has made written demand to the Company for such renegotiation.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(aSchedule 3.13(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have Seller has delivered to or made available to Buyer true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.500,000.00;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:500,000.00;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of by the Company in excess of $10,000100,000.00;
(viv) 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 including without limitation any Aircraft (except personal property leases and installment and conditional sales agreements having a value per item or aggregate payments of less than $10,000, 100,000.00 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000250,000.00;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Company;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) Part 3.17(bExcept as set forth in Schedule 3.13(b):
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and 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 Disclosure Letter assets owned or used by, the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of the Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 3.13(c), each Contract identified or required to be identified in Schedule 3.13
(a) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 3.13(d):
(i) the total amount Company is, and at all times since January 1, 1998, has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 1998, 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 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) the Company has not given to or received from any other Person, at any time since January 1, 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 Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 3.17(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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:100,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000100,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-non- disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profitsprofits by or of the Company, other than direct payments for goodsgoods and sales commission arrangements for employees;
(xix) each power of attorney granted by the Company that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for future capital expenditures in excess of $10,00015,000;
(xivxiii) each currently effective written warranty, guaranty, indemnity, and or other similar undertaking with respect to contractual performance extended by 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
(xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) Seller (and no Related Person of the Seller) does not have or may acquire any rights under, and Seller does not have 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, the Company; and
(ii) no officer, director or key employee of the Company is bound by any Contract that purports to limit the ability of such officer, director or key employee to engage in or continue any conduct, activity, or practice relating to the business of the Company.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms subject to the enforceability of remedies to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws effecting the enforcement of creditors' rights generally from time to time in effect.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times has been since January 1, 1995, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any material obligation or liability or by which the Company or any of the material assets owned or used by the Company is or was bound except where such non-compliance would not have a Material Adverse Effect;
(ii) to the Company's and certain information as reflected the Seller's Knowledge, each other Person that has or had any material obligation or liability under any Contract under which the Company has or had any rights is in full compliance with all material applicable terms and requirements of such Contract except where such non-compliance would not have a Material Adverse Effect;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) would result in a violation or breach of, or give 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 except where such breach would not result in a Material Adverse Effect; and
(iv) the Company has not given to or received from any other 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 Applicable Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Applicable Contracts with any Person and, to Seller's Knowledge, no such Person has made written demand for such renegotiation.
(f) The Applicable Contracts relating to the sale or provision of products or services by the Company have been entered into in the captions theretoOrdinary 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) Part 3.17(a) of the Disclosure Letter Schedule 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 Each Contract that which involves performance of services or delivery of goods or materials by the Company Agencourt or any of its Subsidiaries of an amount or value in excess of $100,000.
(ii) 25,000 and each Contract that involves performance of services or delivery of goods or materials to the Company Agencourt or any of its Subsidiaries of an amount or value in excess of $10,000:25,000;
(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 current Insurance PolicyEach Contract not in the ordinary course of business involving expenditures or receipts of Agencourt or any of its Subsidiaries in excess of $25,000;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(v) each Each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property and involving aggregate payments in excess of $25,000;
(except personal property leases and installment and conditional sales agreements having a value per item v) Each licensing agreement or other Contract in excess of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00)with respect to Intellectual Property, including agreements with other Persons and agreements with current or former employees, consultants or contractors regarding the acquisition, appropriation, ownership, disposition or nondisclosure of Intellectual Property;
(vi) each licensing Each joint venture Contract, partnership agreement, limited liability company agreement or any other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viii) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the 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) Any Contract between or among Agencourt and any Affiliate of Agencourt;
(ix) each Any Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom or business activities of the Company Agencourt or any 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;
(x) each 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;
(xixii) each Each power of attorney that is currently effective and outstanding;
(xiixiii) each 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 Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Agencourt or any of its subsidiaries to be responsible for indirect, or special or consequential damages;
(xiiixvi) each Each Contract for requiring capital expenditures after the date hereof in an amount in excess of $10,000;
(xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business25,000; and
(xvxvii) each Each amendment, supplement, supplement and modification (whether oral or writtenin writing) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) Except as set forth on Schedule 2.9, all the Agencourt Material Contracts, as of the Disclosure Letter is date hereof (i) are in full force and effect and (ii) represent the legal, valid and binding obligations of Agencourt or any Subsidiary party thereto and, to the Knowledge of Agencourt, represent the legal, valid and binding obligations of the other parties thereto. Except as set forth on Schedule 2.9, to the Knowledge of Agencourt, no condition or circumstances exists or event has occurred which, with or without notice or lapse of time or both, would contravene, conflict with, or result in a work in progress schedule setting violation or breach of such Agencourt Material Contract or would give Agencourt or its Subsidiary or the other party to the contract the right to accelerate the maturity or performance of or exercise any remedy under such Agencourt Material Contracts.
(c) Except as set forth the total amount of each contract and certain information as reflected on Schedule 2.9, other than in the captions theretoordinary 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 of its Subsidiaries under current or completed Contracts with any Person and to the Knowledge of Agencourt no Person has made a demand for renegotiation.
(d) The Contracts related to the delivery of goods or the performance of services were all entered into in the ordinary course of 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 federal, state, local, foreign or other statute, law, ordinance or other legal requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter Schedule 3.18 contains a complete and accurate list, and Sellers Major Shareholders have delivered to Buyer true and complete copies, of:
(i) each Contract that involves performance of services or delivery of goods or materials by the Company one or more Target and its Subsidiaries of an amount or value in excess of $100,000.10,000;
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company one or more Target and its Subsidiaries of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company one or more Target and its Subsidiaries in excess of $10,000;
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Target and its Subsidiaries with any other Person;
(ixviii) each Contract containing covenants that in any way purport to restrict the business activity of the Company Target and its Subsidiaries or any Affiliate of Target and its Subsidiaries or limit the freedom of the Company Target and its Subsidiaries or any Affiliate of Target and its Subsidiaries to engage in any line of business or to compete with any Person;
(xix) each 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;
(xiixi) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Target and its Subsidiaries to be responsible for consequential damages;
(xiiixii) each Contract for capital expenditures in excess of $10,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company Target and its Subsidiaries other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Schedule 3.18 sets forth reasonably complete details concerning such Contracts, except for change orders which will have no material adverse effect including the parties to the Company;Contracts and the amount of the remaining commitment of the Target and its Subsidiaries under the Contracts.
(b) Part 3.17(bExcept as set forth in Schedule 3.18:
(i) no Major Shareholder (and no Related Person of any Major Shareholder) has nor may it acquire any rights under, and no Major Shareholder has nor may it become subject to any obligation or liability under, any Contract that relates to the business of, or any of the Disclosure Letter assets owned or used by, Target and its Subsidiaries; and
(ii) no officer, director, agent, employee, consultant, or contractor of Target and its Subsidiaries is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of Target and its Subsidiaries, or (B) assign to Target and its Subsidiaries or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth the total amount in Schedule 3.18, each Contract identified or required to be identified in Schedule 3.18 is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 3.18:
(i) each of Target and its Subsidiaries is, and at all times since inception has been, in full compliance with all applicable terms and requirements of each contract Contract under which such Target and certain information as reflected its Subsidiaries has or had any obligation or liability or by which such Target and its Subsidiaries or any of the assets owned or used by such Target and its Subsidiaries is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which Target and its Subsidiaries has or had any rights is, and at all times since inception 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 Target and its Subsidiaries or other Person the captions theretoright to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Contract; and
(iv) neither Target nor its Subsidiaries has given to or received from any other Person, at any time since inception, 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 Target and its Subsidiaries under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, as of the date hereof, and Sellers have the Company has delivered to Buyer true and complete copies, of:
(i) each Contract that involves performance of services or delivery of goods or materials by the Company or any of its Subsidiaries of an amount or value in excess of $100,000.25,000;
(ii) each Contract that involves performance of services or delivery of goods or materials to the Company or any of its Subsidiaries of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course ordinary course of Business business consistent with past practices and that involves expenditures or receipts of the Company or any of its Subsidiaries in excess of $10,000;
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real property or material personal property property;
(except personal property leases and installment and conditional sales agreements having a value per item v) each Contract required to be listed in Part 3.22(b) of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00)the Disclosure Letter;
(vi) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company or any of its Subsidiaries with any other Person;
(ixviii) each Contract (A) containing covenants that in any way purport to restrict the business activity of the Company or limit any of its Subsidiaries (other than non-disclosure agreements entered into in the ordinary course of business consistent with past practices or in connection with potential acquisitions by the Company), or (B) limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business or to compete with any Person;
(xix) each 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;
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixi) each Contract for capital expenditures in excess of $10,00025,000;
(xivxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company or any of its Subsidiaries other than in the Ordinary Course ordinary course of Businessbusiness consistent with past practices; and
(xvxiii) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) To the Company’s Knowledge, no officer, director, agent, employee, consultant, or contractor of the Company or any of its Subsidiaries 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 employment or other activity for or on behalf of the Company or any of its Subsidiaries for which such person has specifically been employed or engaged, or (B) assign to the Company or any of its Subsidiaries any rights to any invention, improvement, or discovery made by such person in connection with such employment or other activity for or on behalf of the Company or any of its Subsidiaries.
(c) Except as set forth in Part 3.17(b3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is in full force and effect and is valid and enforceable in accordance with its terms, in each case, as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforcement is sought in a work proceeding at law or in progress schedule setting equity).
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter: (i) each of the Company and its Subsidiaries is in compliance in all material respects with all applicable terms and requirements of each contract Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter; (ii) to the Knowledge of the Company, each other Person that has any obligation or liability under any Contract under which the Company or any of its Subsidiaries have any rights, is in compliance in all material respects with all applicable terms and certain information as reflected 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 the captions theretoCompany, any 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 Contract; and (iv) neither the Company nor any of its Subsidiaries has given to or received from any other Person any written notice regarding any actual, alleged, possible, or potential material violation or material breach of, or material default under, any Contract.
Appears in 1 contract
Contracts; No Defaults. (a) 3.15.1. Part 3.17(a3.15(1) of the Disclosure Letter Schedule contains a complete and accurate list, and Sellers Page and the Stockholders have delivered to Buyer IPI true and complete copies, of:
(ia) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company Page of an aggregate amount or value in excess of $100,000.1,000;
(iib) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company Page of an aggregate amount or value in excess of $10,000:
(iii) each current Insurance Policy1,000;
(ivc) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Page in excess of $10,0001,000;
(vd) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(vie) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(viif) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiig) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Page with any other Person;
(ixh) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company Page or limit the freedom of the Company Page to engage in any line of business or to compete with any Person;
(xi) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xij) each power of attorney that is currently effective and outstanding;
(xiik) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Page to be responsible for consequential damages;
(xiiil) each Applicable Contract for capital expenditures in excess of $10,0001,000;
(xivm) each written warranty, guaranty, and or and/or other similar undertaking with respect to contractual performance extended by the Company Page other than in the Ordinary Course of Business; and
(xvn) 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, except for change orders which will have no material adverse effect including the parties to the Company;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.
3.15.2. Except as set forth in Part 3.15.2 of the Disclosure Schedule:
(a) no stockholder of Page (nor any Related Person of any stockholder) has or may acquire any rights under, and no stockholder of 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, Page; and
(b) no officer, director, agent, employee, consultant, or contractor of 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 Page, or (B) assign to Page or to any other Person any rights to any invention, improvement, or discovery.
3.15.3. Except as set forth in Part 3.17(b) 3.15.3 of the Disclosure Letter Schedule, each Contract identified or required to be identified in Part 3.15.1 of the Disclosure Schedule is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
3.15.4. Except as set forth in Part 3.15.4 of the total amount Disclosure Schedule:
(a) Page is in full compliance with all applicable terms and requirements of each contract material Contract under which Page has any obligation or liability or by which Page or any of the assets owned or used by Page is bound;
(b) to the knowledge of Page and certain information as reflected the Stockholders, each other Person that has or had any obligation or liability under any material Contract under which Page has or had any rights is in full compliance with all applicable terms and requirements of such Contract;
(c) 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 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
(d) Page has neither given to, nor received, from any other Person at any time 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.
3.15.5. There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to Page under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
3.15.6. The Contracts relating to the sale, design, manufacture, or provision of products or services by Page have been entered into in the captions theretoOrdinary 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 3.17(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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000.00;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:10,000.00;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00010,000.00;
(viv) 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, 10,000.00 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company, the Seller or any Affiliate of the Company or limit the freedom of the Company, the Seller or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00010,000.00;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of Seller) has or may acquire any rights under, and 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 the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since January 1, 1999 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 1999 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 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) the Company has not given to or received from any other Person, at any time since January 1, 1999, 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 under current or completed Contracts with any 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 Company has been entered into in the captions theretoOrdinary 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 3.17(a3.16(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have the Company has delivered to Buyer Parent true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.20,000 per annum;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:20,000 per annum;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00010,000 per annum;
(viv) 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 per annum and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employeesEmployees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee Employee representative of a group of employeesEmployees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(xix) 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 executed by the Company that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00010,000 per annum;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter Schedule 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 Applicable Contract that involves performance of services or delivery of goods goods, materials or materials by the Company products of an amount or value in excess of $100,000.15,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:15,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00015,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00015,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in Company;
(xiv) each Applicable Contract relating to the Ordinary Course distribution of Businessthe Company's goods or products; and
(xv) 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, except for change orders which will have no material adverse effect including the parties to the Company;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) Part 3.17(bExcept as set forth in Schedule 6.17:
(i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and 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 Disclosure Letter assets owned or used by, the Company; and
(ii) No officer, director, agent, employee, consultant, or contractor of the Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Schedule 6.17, each Contract identified or required to be identified in Schedule 6.17 is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 6.17:
(i) the total amount Company is, and at all times since January 1, 1992 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 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 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) the Company has not given to or received from any other Person, at any time since January 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 the Company under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 3.17(a) of the Shareholder's Disclosure Letter contains a complete and accurate list, and Sellers have Shareholder has delivered or made available to Buyer Parent true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsProperty;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any affiliate of the Company or limit the freedom of the Company or any affiliate of the Company to engage in any line of business or to compete with any Person;
(x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xi) each power of attorney that is currently effective and outstanding;
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Contract for capital expenditures in excess of $10,000;
(xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
Appears in 1 contract
Sources: Merger Agreement (Packaged Ice Inc)
Contracts; No Defaults. (a) Part 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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company one or more Acquired Companies of an amount or value in excess of Five Thousand Dollars ($100,000.5,000);
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company one or more Acquired Companies of an amount or value in excess of Five Thousand Dollars ($10,000:5,000);
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company one or more Acquired Companies in excess of Five Thousand Dollars ($10,0005,000);
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or any Affiliate of an Acquired Company or limit the freedom of the any Acquired Company or any Affiliate of an Acquired Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of Five Thousand Dollars ($10,000;5,000); (i)
(xivxiii) each written warranty, guaranty, and or other similar undertaking not otherwise referenced above with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) no Seller (and no Related Person of Seller) has or may acquire any rights 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) 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 Part 3.17(c) of the Disclosure Letter, each Applicable Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms, except as may be otherwise provided under the bankruptcy laws or rules of equity.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) each Acquired Company is in material compliance with all applicable terms and requirements of each contract 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 used by such Acquired Company is or was bound;
(ii) 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 in material compliance with all applicable terms and certain information as reflected 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 January 1, 2003, 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) 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 and no such Person has made written demand for such renegotiation.
(f) The Contracts relating to the sale, or provision of services by the Acquired Companies have been entered into in the captions theretoOrdinary 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) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.50,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:50,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00050,000;
(viv) 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 having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.0025,000);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including 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 Part 3.17(b) of the Disclosure Letter:
(i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and 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, the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times 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 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 Company has given to or received from any other Person, at any time 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 under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 (Home Products International Inc)
Contracts; No Defaults. (a) Part 3.17(a2.14(a) of the Disclosure Letter contains a complete and accurate list, and the Sellers have delivered to Buyer Daily Journal true and complete copies, ofof each of the following that are currently in effect:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company Choice of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company Choice of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company by Choice in excess of $10,0005,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each employment agreement, collective bargaining agreement and other Applicable Contract to or with any employee, labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company Choice with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company Choice or any Affiliate of Choice or limit the freedom of the Company Choice or any Affiliate of Choice to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Choice to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,0005,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company Choice other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) No Seller (and no Related Person of any Seller) has or may acquire any rights under, and 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, Choice.
(c) Each Contract identified or required to be identified in Part 3.17(b2.14(a) of the Disclosure Letter is a work in progress schedule setting forth the total amount full force and effect.
(d) Choice is, and at all times since January 1, 1994 has been, in compliance in all material respects with all applicable terms and requirements of each contract Contract under which it has or had any obligation or liability or by which it or any of the assets owned or used by it is or was bound. Each other Person that has or had any obligation or liability under any Contract under which Choice has or had any rights is, and certain information as reflected at all times since January 1, 1994 has been, in compliance in all material respects with all applicable terms and requirements of such Contract. 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 of, or breach of, or give Choice 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, or modify, any Applicable Contract. Choice has not given to or received from any other Person, at any time since January 1, 1994, 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 Choice under current or completed Contracts with any 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 Choice have been entered into in the captions theretoOrdinary 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 3.17(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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000Business;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Related Person of the Company or limit the freedom of the Company or any Related Person of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the date thereof, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) none of the Sellers (and no Related Person of any Seller) have 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, the Company; and
(ii) to the Sellers' and the Company's Knowledge, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since September 1, 1996, has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information at all times since September 1, 1996, 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 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) the Company has not given to or received from any other Person, at any time since September 1, 1996, 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) Except as reflected 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 the Company under current or completed Contracts with any Person and, to 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 Company have been entered into in the captions theretoOrdinary 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) Except as set forth in Part 3.17(g) of the Disclosure Letter, each Applicable Contract required to be listed in Part 3.17(a) of the Disclosure Letter pursuant to clause (ix) of Section 3.17(a) is terminable by the Company without premium or penalty upon not more than sixty (60) days prior written notice by the Company to the other party.
Appears in 1 contract
Contracts; No Defaults. (a) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000.00;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:10,000.00;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00010,000.00;
(viv) 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, 5,000.00 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00010,000.00;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) none of Sellers (and no Related Person of Sellers) have or may acquire any rights under, and 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, the Company; and
(ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such officer, member, manager, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since January 1, 2004, has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 2004, 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 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) the Company has not given to or received from any other Person, at any time since January 1, 2004, 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 under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 3.17(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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000.00;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:10,000.00;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of by the Company in excess of $10,00010,000.00;
(viv) 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, 10,000.00 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00010,000.00;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;’s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of either Seller) has or may acquire any rights under, and 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, the Company; and
(ii) to the Knowledge of Sellers and the Company, no member, agent, employee, consultant, or contractor of the Company is bound by any Contract that purports to limit the ability of such member, agent, employee, consultant, or contractor to (A) engage in or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since January 1, 2003 has been, in full compliance with all material terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 2003 has been, in full compliance with all material 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 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) the Company has not given to or received from any other Person, at any time since January 1, 2003, any notice or other communication (whether oral or written) regarding any actual, alleged, possible, or potential material violation, breach of, or default under, any Applicable Contract.
(v) there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.
(e) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the captions theretoOrdinary 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 3.17(a3.16(a) of the Disclosure Letter Schedule contains a complete and accurate list, and Sellers Seller and CDT 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 the Company CDT of an amount or value in excess of $100,000.25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company CDT of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company CDT in excess of $10,00025,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company CDT with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company CDT or limit the freedom of the Company CDT to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company CDT to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00050,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company CDT other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing. Part 3.16(a) of the Disclosure Schedule sets forth reasonably complete details concerning such Contracts that are not written, except for change orders which will have no if any, including the parties to such Contracts, the amount of the remaining commitment of CDT under such Contracts, and the other material adverse effect to the Company;terms respecting such Contracts.
(b) Except as set forth in Part 3.17(b3.16(b) of the Disclosure Letter Schedule:
(i) Seller does not have any rights or obligations or liabilities under, any Contract that relates to the business of, or any of the assets owned or used by, CDT; and
(ii) to the Knowledge of Seller and CDT, no officer, director, agent, employee, consultant, or contractor of CDT is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the Business, or (B) assign to CDT or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.16(c) of the total amount Disclosure Schedule, each Contract identified or required to be identified in Part 3.16(a) of the Disclosure Schedule is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.16(d) of the Disclosure Schedule:
(i) CDT is, and at all times since inception of each contract Contract, has been in compliance in all material respects with all applicable terms and certain information as reflected requirements of such Contract under which CDT has or had any obligation or liability or by which CDT or any of the assets owned or used by CDT is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which CDT has or had any rights is, to the Knowledge of Seller and CDT, in compliance in all material respects 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 in any material respect, or result in a material violation or breach of, or give CDT 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) CDT has not given to or received from any other 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 amounts paid or payable to CDT under current or completed Contracts with any Person and, to the Knowledge of Seller and CDT, 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 CDT have been entered into in the captions theretoOrdinary 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 (Cardiotech International Inc)
Contracts; No Defaults. (a) Part 3.17(aSCHEDULE 3.16(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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.Company;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:5,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course ordinary course of Business business and that involves or could involve expenditures or receipts of the Company in excess of $10,0005,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiviii) each power of attorney that is currently effective and outstanding;; 14
(xiiix) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Applicable Contract for capital expenditures in excess of $10,000;
(xiv) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business5,000; and
(xvx) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(bExcept as set forth in SCHEDULE 3.16(b):
(i) no Seller (or any person related to Seller) has or may acquire any rights under, and 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 Disclosure Letter assets owned or used by, the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of the Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in SCHEDULE 3.16(c), each Contract identified or required to be identified in SCHEDULE 3.16
(a) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in SCHEDULE 3.16(d):
(i) the total amount Company is, and at all times has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times 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 the captions theretoCompany 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) the Company has not given to or received from any other Person, at any time, 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.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(aSchedule 2.13(a) of the Disclosure Letter contains Schedules identifies each of the following Contracts to which the Company or the Seller (that relates to the Business) is a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, of:
party: (i) each Contract that involves the performance of services or delivery of goods or materials by Company, including for the Company sale of an amount inventory at committed quantities or value at committed prices, the performance of which involves consideration in excess of $100,000.
, other than purchase orders received in the Ordinary Course of Business; (ii) each Contract that involves the performance of services or delivery of goods or materials to Company, including any purchase at a committed quantity or at a committed price, the Company performance of an amount or value which involves consideration in excess of $10,000:
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into 100,000, other than purchase orders issued in the Ordinary Course of Business and that involves expenditures or receipts of the Business; (iii) for borrowed money, other than trade debt incurred by Company in excess the Ordinary Course of $10,000;
Business; (viv) each the lease, rental or occupancy agreement, license, installment installment, and conditional sale agreement, and other Contract sales affecting the ownership of, leasing of, title to, or use of, or of any leasehold or other interest in, any real or personal property with annual payments in excess of $100,000; (except personal property leases and installment and conditional sales agreements having v) licensing with respect to Company Intellectual Property to which Company is a value per item of less party other than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.00);
commercially available software; (vi) each licensing agreement joint venture or partnership or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viii) each joint venture, partnership, and other Contract (however named) similar arrangement involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
; (ixvii) each Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(x) each Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xi) each power of attorney that is currently effective and outstanding;
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiii) each Contract for capital expenditures in excess of $10,000;
100,000; (viii) guaranty with respect to performance of any other Person by Company; (ix) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of the current or former directors, officers, and employees of the Company; (x) collective bargaining agreements; (xi) for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $75,000 or providing severance benefits; (xii) under which Company has advanced or loaned any amount to its directors, officers, and employees; (xiii) the subject matter of which is confidentiality or non-competition except that which may be implied by law, including MEMBERSHIP INTEREST PURCHASE AGREEMENT 11 the Employee Non-Competes; (xiv) each written warranty, guaranty, and or other similar undertaking any lease agreements with respect to contractual performance extended by real property, including with respect to the Company Leased Real Property; (xv) other than agreement that is not in the Ordinary Course of Businessthe operations of the Company that involves any transaction greater than $25,000 in value; and
(xvxvi) the Employee Non-Competes; and (xvii) each amendment, supplement, and modification (whether oral or written) amendment in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(bExcept as set forth in Schedule 2.13(b) of the Disclosure Letter Schedules, each Contract identified or required to be identified in Section 2.13(a) of the Disclosure Schedule (i) is legal, valid, binding, in full force and effect and valid and enforceable against Company as a work party thereto and, to Seller’s Knowledge, the other parties thereto, in progress schedule setting forth accordance with its terms, except to the total amount extent that the lack of validity or enforceability would not be Material to the Company or the Business, and (ii) the consummation of the transactions contemplated in this Agreement will not cause the failure of such Contract to be legal, valid, binding, in full force and effect, and enforceable on identical terms following the consummation of the transactions. The Seller has made available to the Buyer a correct and complete copy of each contract written Contract identified in Section 2.13(a) of the Disclosure Schedule.
(c) Except as set forth in Section 2.13(c) of the Disclosure Schedule (i) each of the Seller and certain information as reflected the Company is in compliance in all Material respects with each Contract identified in Section 2.13(a) of the captions theretoDisclosure Schedule under which Company or the Seller has or had any obligation or liability or by which Company or the Seller is bound and (ii) to the Company’s or the Seller’s Knowledge, each other Person that has any obligation or liability under any Contract identified in Section 2.13(a) of the Disclosure Schedule under which the Seller or the Company has any rights is in compliance in all Material respects with such Contract.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Thor Industries Inc)
Contracts; No Defaults. (a) Part 3.17(a3.16(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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.5,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the one or more The Company of an amount or value in excess of $10,000:5,000;
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the one or more The Company in excess of $10,0005,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,0005,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing.
(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b3.16(b) of the Disclosure Letter:
(i) Seller (and no Related Person of Seller) has not nor may Seller acquire any rights under, and Seller has not nor may he 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, the Company; and
(ii) to the Knowledge of Seller and the Company, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.16(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.16(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.16(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since December 31, 1995 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which an the Company has or had any rights is, and certain information as reflected at all times since December 31, 1995 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 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) the Company has not given to or received from any other Person, at any time since December 31, 1995, 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 under current or completed Contracts with any Person and, to the Knowledge of Seller 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 Company have been entered into in the captions theretoOrdinary 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 Reorganization (Dynamic Health Products Inc)
Contracts; No Defaults. (a) Part 3.17(a) To the best of the Disclosure Letter contains a complete Company’s and accurate listthe Company Shareholder’s Knowledge, and Sellers have delivered the Company or the Company Shareholder has made available to Buyer ▇▇▇▇▇▇▇▇ true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.5,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:5,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,0005,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,0005,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) To the best of the Disclosure Letter Company’s or the Company Shareholder’s Knowledge:
(i) neither the Company, the Company Shareholder nor any Related Person of either has or may acquire any rights under, and neither the Company nor the Company Shareholder has or 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, the Company; and
(ii) To the best of the Company’s or the Company Shareholder’s Knowledge, no officer, director, agent, employee, consultant, or contractor of the Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting forth or continue any conduct, activity, or practice relating to the total amount business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) To the best of the Company’s or the Company Shareholder’s Knowledge, each Contract of the Company is in full force and effect and is valid and enforceable in accordance with its terms.
(d) To the best of the Company’s or the Company Shareholder’s Knowledge:
(i) the Company is in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is in full compliance with all applicable terms and certain information as reflected 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 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) the Company has not given to or received from any other 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) 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 the Company under current or completed Contracts with any Person and no such Person has made written demand for such renegotiation.
(f) 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 Company have been entered into in the captions theretoOrdinary 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 3.17(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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.15,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:15,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00015,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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 power of attorney granted by the Company that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for future capital expenditures in excess of $10,00015,000;
(xivxiii) each currently effective written warranty, guaranty, indemnity, and or other similar undertaking with respect to contractual performance extended by 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
(xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) no Seller (and, to the knowledge of Sellers, no Related Person of any Seller) has or may acquire any rights under, and 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, the Company; and
(ii) to the knowledge of Sellers, no officer, director, agent, employee, consultant, or contractor of the Company is bound by any Contract with any person other than 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is, to the knowledge of Sellers, in full force and effect and is a work valid and enforceable in progress schedule setting accordance with its terms.
(d) To Sellers' knowledge, except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any material obligation or liability or by which the Company or any of the material assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any material obligation or liability under any Contract under which the Company has or had any rights is in full compliance with all material applicable terms and certain information as reflected in the captions thereto.requirements of such Contract;
(iii) no event has occurred or circumstance exists that (with or without notice or lapse of
Appears in 1 contract
Contracts; No Defaults. (a) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,00025,000.00.
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:25,000.00.
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;25,000.00.
(viv) 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, 25,000.00 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00025,000.00;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of any Seller) has or may acquire any rights under, and 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 the Company; and
(ii) to the Knowledge of Sellers and the Company, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting forth full force and effect, there is no existing default thereunder, and is valid and enforceable in accordance with its terms.
(d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the total amount Company under current or completed Contracts with any Person and, to the Knowledge of each contract Sellers and certain information as reflected the Company, no such Person has made written demand for such renegotiation.
(e) The Contracts relating to the sale, design, manufacture, or provision of products or services by the Company have been entered into in the captions theretoOrdinary 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) Part 3.17(a) Section 3.17 of the Disclosure Letter Schedule contains a complete and accurate list, and Sellers have the Parent Seller has delivered to the Buyer true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,00010,000.
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:.
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of by the Company in excess of $10,000;.
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, service marks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsCompany’s Proprietary Rights;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for contain an express undertaking by which legally obligates the Company to be responsible for pay consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking undertaking, with respect to contractual performance by any third party, extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Measurement Specialties Inc)
Contracts; No Defaults. (a) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,00025,000.00.
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:25,000.00.
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;25,000.00.
(viv) 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, 25,000.00 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00025,000.00;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and 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 the Company; and
(ii) to the Knowledge of Sellers, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) to the Company is, and at all times since January 1, 2004 has been, in compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) to Sellers' Knowledge, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 2004 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) 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 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) the Company has not given to or received from any other Person, at any time since January 1, 2004, 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 under current or completed Contracts with any Person and, to 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 Company have been entered into in the captions theretoOrdinary Course of Business and to the Sellers' Knowledge, 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) 3.18.1 Part 3.17(a) 3.18.1 contains an accurate and complete list as of the Disclosure Letter contains a complete and accurate listdate of this Agreement, and Sellers have delivered Seller has made available to Buyer true upon Buyer's request accurate and complete copies, of:
(i) each Seller Contract that involves performance of services or delivery of goods or materials by the Company Seller of an amount or value in excess of $100,000.10,000;
(ii) each Seller Contract that involves performance of services or delivery of goods or materials to the Company Seller of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Seller Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company Seller in excess of $10,000;
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with a term of less than one year);
(viv) each licensing agreement Seller Contract of an amount or other Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure value in excess of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viii) each joint venture, partnership, and other Contract $10,000 (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company Seller with any Person other Personthan an employee of Seller;
(ixvi) each Seller Contract containing covenants that in any way purport to restrict the Seller's business activity of the Company or limit the freedom of the Company Seller to engage in any line of business or to compete with any Person;
(xvii) 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;
(xiviii) each power of attorney that is currently effective and outstanding;
(xii) each Seller Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Seller to be responsible for consequential damages;
(xiiiix) each Seller Contract for capital expenditures in excess of $10,000;
(xivx) each Seller Contract not denominated in U.S. dollars;
(xi) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by the Company Seller other than in the Ordinary Course of Business; and
(xvxii) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing.
3.18.2 Part 3.18.2 sets forth reasonably complete details concerning such Seller Contracts, except for change orders which will have no material adverse effect including the parties to the Company;Contracts, the amount of the remaining commitment of Seller under the Contracts, if applicable, as of May 19, 2004.
(b) Part 3.17(b) 3.18.3 Equityholder has not or will not acquire any rights under, and Equityholder has not and will not become subject to any obligation or liability under, any Contract that relates to the business of Seller or any of the Disclosure Letter Assets.
3.18.4 Each Contract identified or required to be identified in Part 3.18.1 and which is a work an Assumed Contract is in progress schedule setting forth full force and effect and to the total amount Knowledge of Seller is valid and enforceable in accordance with its terms. Except to the extent identified in Part 3.2.3, each Assumed Contract is assignable by Seller to Buyer without the consent of any other Person; and
3.18.5 Seller is, and at all times since the incorporation of Seller, has been, in material compliance with all applicable terms and requirements of each contract Assumed Contract and, with respect thereto:
(i) to the Knowledge of Seller, each other Person that has or had any obligation or liability under any Assumed Contract is not currently in Breach of such Contract;
(ii) to the Knowledge of Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may result in a Breach of, or give 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 or modify, any Assumed Contract;
(iii) 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
(iv) Seller has not given to or received from any other Person, at any time since its incorporation, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential violation or Breach of, or default under any Assumed Contract which notice has not been withdrawn or such actual, alleged, possible or potential violation or Breach has not been fully cured by Seller.
3.18.6 There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable to Seller under current Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and certain information as reflected no such Person has made written demand for such renegotiation.
3.18.7 Each Contract relating to the sale, design, manufacture or provision of products or services by Seller has been entered into in the captions theretoOrdinary Course of Business of Seller and 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 material Legal Requirement.
Appears in 1 contract
Contracts; No Defaults. (a) Part 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 Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:100,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000100,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000100,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;’s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) neither Seller (and no Related Person of Seller) has or may acquire any rights under, and 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, the Company; and
(ii) no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since January 1, 2005, has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which such Acquired Company or any of the assets owned or used by the Company is or was bound;
(ii) each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since January 1, 2005, 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 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) the Company has not given to or received from any other Person, at any time since January 1, 2005, 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 under current or completed Contracts with any Person and, to the Knowledge of Seller 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 Company have been entered into in the captions theretoOrdinary 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) 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 Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00025,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00025,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(c) Except as set forth in Part 3.17(c) of the total amount Disclosure Letter:
(i) the Company is, and at all times since September 30, 1997 has been, in full compliance with all applicable material terms and requirements of each contract Contract under which it has or had any obligation or liability or by which it or any of the assets owned or used by it is or was bound;
(ii) to Sellers' Knowledge, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since September 30, 1997 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 the captions theretoCompany 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) the Company has not given to or received from any other Person, at any time since September 30, 1997, 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.
(d) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Contracts with any Person that would have a material adverse effect on the business of the Company and, to the Knowledge of Sellers and the Company, no such Person has made written demand for such renegotiation.
Appears in 1 contract
Sources: Stock Purchase Agreement (Morrison Health Care Inc)
Contracts; No Defaults. (a) Except for any Contract set forth in Part 3.17(a3.15(b) of the Disclosure Letter, Part 3.15(a) of the Disclosure Letter contains sets forth a complete and accurate list, and Sellers the Companies have delivered or otherwise made available to Buyer or its Representatives true and complete copiescopies (or in the case of any oral Contract, a true and complete summary), of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by one or more of the Company Companies of an amount or value in excess of $100,000.500,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to one or more of the Company Companies of an amount or value in excess of $10,000:500,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of one or more of the Company Companies in excess of $10,000500,000;
(viv) 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, 500,000 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by any of the Company Companies with any other PersonPerson other than any of the Companies;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company Companies or limit the freedom of the Company Companies to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company Companies to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000500,000 or any group of Applicable Contracts for capital expenditures which exceed $500,000 in the aggregate;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company Companies other than in the Ordinary Course of Business;
(xiv) each Applicable Contract relating to any Indebtedness of the Companies in excess of $500,000 that will be outstanding immediately prior to the Closing Date; and
(xv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b3.15(b) of the Disclosure Letter, no officer, director, agent, employee, consultant or contractor of the Companies is, to CAC’s Knowledge, bound by any Contract that purports to limit the ability of such Person to (A) engage in or continue any conduct, activity or practice relating to the business of any of the Companies, or (B) assign to any of the Companies or to any other Person any rights to any invention, improvement or discovery.
(c) Except as set forth in Part 3.15(c) of the Disclosure Letter, each Contract identified in Part 3.15(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and none of the Companies has received any written notice that any party to any such Contract intends to cancel, terminate or fail to renew such Contract.
(d) Each lease into which any of the Companies has entered since June 30, 2006 was entered into in the Ordinary Course of Business and consistent with past practices.
(e) Except as set forth in Part 3.15(e) of the total amount Disclosure Letter:
(i) the Companies are in full compliance with all applicable terms and requirements of each contract Contract under which they have any obligation or liability or by which they or any of the assets owned or used by them are bound;
(ii) to CAC’s Knowledge, each other Person that has any obligation or liability under any Contract under which any of the Companies has any rights is in full compliance with all applicable terms and certain information as reflected requirements of such Contract;
(iii) to CAC’s Knowledge, no event has occurred since February 10, 2004 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 captions theretoCompanies 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
(iv) none of the Companies has, since February 10, 2004, given to or received from any other 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 with respect to which obligations are owing to or due from any of the Companies.
Appears in 1 contract
Sources: Stock Purchase, Redemption and Contribution Agreement (Compass Group Diversified Holdings LLC)
Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter Schedule contains a complete and accurate list, and Sellers have delivered or made available to Buyer true and complete copies, copies of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00025,000;
(viv) 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 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, 25,000 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with the Company with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure nondisclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnershipPartnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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 power of attorney granted by the Company that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for future capital expenditures in excess of $10,00025,000;
(xivxiii) each currently effective written warranty, guaranty, indemnity, and or other similar undertaking with respect to contractual performance extended by 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 $25,000; and
(xv) each written amendment, supplement, and modification [(whether oral or written) )] in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter Schedule.
(i) Sellers (and no Related Person of the Sellers) do not have any rights under, and Sellers do not have 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, the Company; and
(c) To the Knowledge of Company and the Sellers, except as set forth in Part 3.17(c) of the Disclosure Schedule, each Contract identified in Part 3.17(a) of the Disclosure Schedule is a work in progress schedule setting full force and effect.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Schedule:
(i) the Company is, and at all times has been, in material compliance with all applicable terms and requirements of each contract and certain information as reflected Contract under which the Company has or had any material obligation or liability or by which the Company or any of the material assets owned or used by the Company is or was bound;
(ii) the Company has not received any notice regarding any actual or alleged violation or breach of, or default under, any Applicable Contract.
(e) To the Knowledge of the Company or Sellers there are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Applicable Contracts with any Person and, to Sellers' Knowledge, no such Person has made written demand for such renegotiation.
(f) The Applicable Contracts relating to the sale or provision of products or services by the Company have been entered into in the captions theretoOrdinary Course of Business
(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 Schedule.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(a) Section 6.17 of the Disclosure Letter Schedule contains a complete and accurate list, and Sellers have delivered Annex 6.17 to Buyer this Agreement contains true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods goods, materials or materials by the Company products of an amount or value in excess of $100,000.25,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:25,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00025,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00)one year) ;
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-non- disclosure of any of the Intellectual Property Assets;
(vii) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivi) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixvii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(xviii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods;
(xiix) 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 the Company to be responsible for consequential damages;
(xiiixi) each Applicable Contract for capital expenditures in excess of $10,00025,000;
(xivxii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in Company;
(xiii) each Applicable Contract relating to the Ordinary Course distribution of Businessthe Company's goods or products; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) Except as set forth in Section 6.17 of the Disclosure Letter Schedule:
(i) No Related Person of the Company has or may acquire any rights under, and no Related Person of the Company 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, the Company; and
(ii) No officer, director, agent, employee, consultant, or contractor of the Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant, or contractor to (A) engage in progress schedule setting or continue any conduct, activity, or practice relating to the business of the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Section 6.17 of the total amount Disclosure Schedule, each Contract identified or required to be identified in Section 6.17 of the Disclosure Schedule (the "Listed Contracts") is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Section 6.17 of the Disclosure Schedule:
(i) the Company is, and at all times since January 1, 1992 has been, in full compliance with all applicable terms and requirements of each contract Listed Contract;
(ii) each other Person that has or had any obligation or liability under any Listed Contract is and certain information as reflected at all times since January 1, 1992 has been, in full compliance with all applicable terms and requirements of such Listed Contract;
(iii) to the Knowledge of the 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 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) the Company has not given to or received from any other Person, at any time since January 1, 1992, any formal notice or other formal communication regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Listed Contract.
(e) There are no renegotiations of, attempts to renegotiate, or outstanding rights to renegotiate any material amounts paid or payable to the Company under current or completed Listed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 3.17(a) of the Shareholders Disclosure Letter contains a complete and accurate list, and Sellers the Majority Shareholders 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 the Company of an amount or value in excess of $100,000.75,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:75,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,00075,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements between the Company and with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, partnership and other Applicable Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Affiliate of the Company or limit the freedom of the Company or any Affiliate of the Company to engage in any line of business or to compete with any Person;
(xix) 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 power of attorney that is currently effective and outstanding;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00075,000;
(xivxiii) each written warranty, guaranty, guaranty and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Part 3.17(a) of the Shareholders Disclosure Letter sets forth reasonably complete details concerning such Contracts, except for change orders which will have no material adverse effect including the parties to the Company;Contracts, the amount of the remaining commitment of the Company under the Contracts, and where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Shareholders Disclosure Letter:
(i) no Seller (and no Related Person of any Seller) has or may acquire any rights under, and 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, the Company; and
(ii) to the Knowledge of the Company or either Majority Shareholder and the Company, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement or discovery.
(c) Except as set forth in Part 3.17(c) of the Shareholders Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Shareholders Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Shareholders Disclosure Letter:
(i) the Company is, and at all times since July 1, 1996, has been, in full compliance with all applicable terms and requirements of each contract material Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) to the Knowledge of the Company or either Majority Shareholder, each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since July 1, 1996, 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 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) the Company has not given to or received from any other Person, at any time since July 1, 1996, 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 under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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) Part 3.17(aSchedule 2.16(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have delivered to Buyer true and complete copies, oflist of :
(i) each Contract that involves performance of services or delivery of goods or materials by the any Acquired Company for a period exceeding three months of an amount or value in excess of $100,000.US$1,000,000, or which represents in fact a single source of supply of any raw materials to any Acquired Company;
(ii) each Contract that involves performance of services or delivery of goods or materials to the any Acquired Company of an amount or value in excess of $10,000:US$1,000,000;
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the any Acquired Company in excess of $10,000US$500,000;
(viv) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest right 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, US$1,000,000 and having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Contract with respect to patents, trademarks, copyrights, copyrights or other intellectual property, including agreements between the Company and with current or former employees, consultants, consultants or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, partnership and other Contract (however named) involving a sharing of profits, losses, costs, costs or liabilities by the any Acquired Company with any other Person;
(ixviii) each Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the any Acquired Company to engage (subject to applicable law) in any line of business or to compete with any Person;
(xix) each Contract providing for payments to or by any Person based on sales, purchases, purchases or profitsprofits in excess of US$500,000, other than direct payments for goods;
(xix) each power of attorney granted by the Acquired Companies that is currently effective and outstanding;
(xiixi) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the any Acquired Company to be responsible for consequential and/or unforeseen damages;
(xiiixii) each Contract for capital expenditures in excess of $10,000US$500,000;
(xivxiii) each written warranty, guaranty, and or guaranty and/or other similar undertaking with respect to contractual performance extended by the any Acquired Company other than in the Ordinary Course of Business; and;
(xiv) to the Knowledge of the Seller and based on the cost structure in effect at the time of execution, each Contract that involves the sale or the purchase of goods by any Acquired Company of an amount or value in excess of US$500,000 and that would give rise to a negative operating profit margin for any Acquired Company;
(xv) each Contract that require any Acquired Company to sell or purchase any products or services exclusively to or from any Person, or sell or purchase a minimum quantity of any products or services to or from any Person; and
(xvi) each private label Contract by which any Acquired Company manufactures products to be sold as products of a third party, or by which an Acquired Company procures finished goods to be sold as its own products;
(xvii) each Contract since January 1, 2004 by which any Acquired Company was acquired by Seller or a Related Person, or by which any Acquired Company acquired a business, or by which any Acquired Company sold a business;
(xviii) each Fixed Price Contract and Derivative Contract; and
(xix) each amendment, supplement, supplement and modification (whether oral or written) in respect of any of the foregoing. Schedule 2.16(a) sets forth reasonably complete details concerning such Contracts, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of each Acquired Company under the Contracts, if any, and the Acquired Company;'s office where details relating to the Contracts are located.
(b) Part 3.17(bExcept as set forth in Schedule 2.16(b):
(i) the Seller has not acquired (and no Related Person of the Disclosure Letter Seller has) any rights under, and the Seller has 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 the Seller and the Acquired Companies, no officer, director, agent, employee, consultant or contractor of any Acquired Company is a work bound by any Contract that purports to limit the ability of such officer, director, agent, employee, consultant or contractor to (A) engage in progress schedule setting 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 2.16(c), each Contract identified or required to be identified in Schedule 2.16(a) is in full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Schedule 2.16(d):
(i) each Acquired Company is, and since January 1, 2004 (and in respect of the total amount Colombian Target, since February 12, 2007) has been, in full compliance in all material respects with all applicable terms and requirements of each contract Contract under which each Acquired Company has or had any obligation or liability or by which any Acquired Company or any of the assets owned or used by any Acquired Company is or was bound;
(ii) each other Person that has or since January 1, 2004 (and certain information as reflected in respect of the Colombian Target, since February 12, 2007) had any obligation or liability under any Contract under which any Acquired Company has or had any rights is, and at all times has been, in all material respects in full compliance with all applicable terms and requirements of such Contract;
(iii) no event has occurred since January 1, 2004 (and in respect of the Colombian Target, since February 12, 2007) 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 Contract; and
(iv) no Acquired Company since January 1, 2004 (and in respect of the Colombian Target, since February 12, 2007) has given to or received from any other Person, at any time, any notice or other communication (whether oral or written) regarding any actual, alleged, possible or potential material violation or breach any Contract.
(e) There are no renegotiations of, or to the Knowledge of the Seller or the Acquired Companies 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, and no such Person has made written demand for such renegotiation since December 31, 2006.
(f) The Contracts relating to the purchase, sale, design, manufacture or provision of products or services by or to each Acquired Company have been entered into in the captions theretoOrdinary 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) Each Acquired Company has put in place, appropriate Derivative Contracts to, as of December 1, 2007, hedge the exposure of such Acquired Company to variations in the cost of the quantity of metals incorporated into products sold under 80% of the Fixed Price Contracts having a sales value over US$200,000 (and since December 1, 2007, will have hedged the exposure of such Acquired Company to variations in the cost of the quantity of metals incorporated into products sold under all the Fixed Price Contracts having a sales value over US$200,000). Furthermore, the Brazilian Target has put in place, appropriate Derivative Contracts to hedge the exposure of such Acquired Company to the foreign exchange risk associated with the cost of procuring in Dollars (in respect to Reais – the legal currency of Brazil.
(h) No Acquired Company is party to any outstanding Derivative Contract except those put in place to hedge the exposure of such Acquired Company to variation in metal cost and associated foreign exchange risk.
Appears in 1 contract
Sources: Purchase Agreement (Madeco Sa)
Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter contains a complete and accurate list, and Sellers have the Company has delivered to Buyer UNIT true and complete copies, of:
(i) each Applicable Contract that involves performance of services or delivery of goods or materials by the Company of an amount or value in excess of $100,000.10,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(viv) 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 of less than $10,000, and having an or aggregate value of all items having a value per item payments of less than $10,000 items not exceeding $50,000.00and with terms of less than one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, limited liability company, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or any Related Person of the Company or limit the freedom of the Company or any Related Person of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,000;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) 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, except for change orders which will have no material adverse effect including the parties to the Contracts, the amount of the remaining commitment of the Company under the Contracts, and the Company;'s office where details relating to the Contracts are located.
(b) Except as set forth in Part 3.17(b) of the Disclosure Letter:
(i) No Shareholders (and no Related Person of any Shareholder) have or may acquire any rights under, and no Shareholders have 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 the Company; and
(ii) to the Knowledge of the Shareholders and the Company, no officer, director, agent, employee, consultant, or contractor of 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 the Company, or (B) assign to the Company or to any other Person any rights to any invention, improvement, or discovery.
(c) Except as set forth in Part 3.17(c) of the Disclosure Letter, each Contract identified or required to be identified in Part 3.17(a) of the Disclosure Letter is a work in progress schedule setting full force and effect and is valid and enforceable in accordance with its terms.
(d) Except as set forth in Part 3.17(d) of the total amount Disclosure Letter:
(i) the Company is, and at all times since May 31, 1997 has been, in full compliance with all applicable terms and requirements of each contract Contract under which the Company has or had any obligation or liability or by which the Company or any of the assets owned or used by the Company is or was bound;
(ii) to the Knowledge of the Company each other Person that has or had any obligation or liability under any Contract under which the Company has or had any rights is, and certain information as reflected at all times since May 31, 1997 has been, in full compliance with all applicable terms and requirements of such Contract;
(iii) to the Knowledge of the 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 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) the Company has not given to or received from any other Person, at any time since May 31, 1997, 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 under current or completed Contracts with any 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 Company have been entered into in the captions theretoOrdinary 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 (Unit Corp)
Contracts; No Defaults. (a) Part 3.17(aSection 3.16(a) of the Disclosure Letter Schedule contains a complete and accurate listlist in all material respects, and Sellers have Shareholder has delivered to Buyer true TOG true, complete and complete correct copies, of:
(i) each Contract that involves performance of services or delivery of goods or materials by the any Acquired Company of an amount or value in excess of Twenty Five Thousand Dollars ($100,000.25,000);
(ii) each Contract that involves performance of services or delivery of goods or materials to the any Acquired Company of an amount or value in excess of Twenty Five Thousand Dollars ($10,000:25,000);
(iii) each current Insurance Policy;
(iv) each Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,000;
(v) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other 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 any Acquired Company in excess of Twenty Five Thousand Dollars (except personal property leases and installment and conditional sales agreements having a value per item of less than $10,000, and having an aggregate value of all items having a value per item of less than $10,000 items not exceeding $50,000.0025,000);
(viiv) each licensing agreement or other Contract of any Acquired Company with respect to patentsPatents, trademarksTrademarks, copyrightsCopyrights, trade secrets or other intellectual propertyIntellectual Property Asset (excluding all basic ordinary course business software), including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property AssetsAsset;
(viiv) each collective bargaining agreement and other Contract to or with any labor union or other employee representative of a group of employeesemployees and any Acquired Company and each employment Contract with an employee of any Acquired Company;
(viiivi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the any Acquired Company with any other Person;
(ixvii) each Contract containing covenants that in any way purport to restrict the business activity of the any Acquired Company or Shareholder or limit the freedom of the any Acquired Company or Shareholder to engage in any line of business or to compete with any Person;
(xviii) each Contract any plan or commitment or arrangement of any Acquired Company, written or oral, providing for payments to bonuses, pensions, deferred compensation, retirement payments, profit sharing or by any Person based on sales, purchases, or profits, other than direct payments for goodsthe like;
(xiix) indebtedness for borrowed money by any Acquired Company;
(x) each power of attorney that is currently effective and outstandingoutstanding with any Acquired Company;
(xii) each Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixi) each Contract for capital expenditures in excess of Twenty Five Thousand Dollars ($10,00025,000) with any Acquired Company;
(xivxii) each written warranty, guaranty, and Contract whereby any individual purports to release or other similar undertaking with respect to contractual performance extended by the hold harmless any Acquired Company other than in the Ordinary Course of Businessfrom any claims; and
(xvxiii) each amendment, supplement, and modification any other Contract or commitment not made in the ordinary course of business which calls for the expenditure by any Acquired Company in any twelve (whether oral or written12) in respect month period of any of the foregoing, except for change orders which will have no material adverse effect to the Company;at least Twenty Five Thousand Dollars ($25,000).
(b) Part 3.17(bExcept as set forth in Section 3.16(b) of the Disclosure Letter Schedule, Shareholder has not or may not acquire any rights under, and neither Shareholder nor an affiliate of Shareholder 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
(c) Except as set forth in Section 3.16(c) of the Disclosure Schedule, to the Knowledge of Shareholder, each Contract identified or required to be identified in Section 3.16(a) of the Disclosure Schedule is a work in progress schedule setting full force and effect.
(d) Except as set forth in Section 3.16(d) of the total amount Disclosure Schedule:
(i) To the Knowledge of Shareholder, each contract and certain information as reflected Acquired Company is in material compliance with each Contract under which such Acquired Company has or had any obligation or liability or by which such Acquired Company or any of the captions theretoassets owned or used by any Acquired Company is or was bound;
(ii) to the Knowledge of Shareholder, 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 in material compliance with such Contract; and
(iii) no event has occurred or, to the Knowledge of Shareholder, circumstance exists that (with or without notice or lapse of time) may result in an event of default under any Contract.
Appears in 1 contract
Contracts; No Defaults. (a) Part 3.17(a) of the Disclosure Letter Exhibit 3.17 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 or delivery of goods or materials by the Company of an amount or value in excess of $100,000.5,000;
(ii) each Applicable Contract that involves performance of services or delivery of goods or materials to the Company of an amount or value in excess of $10,000:5,000;
(iii) each current Insurance Policy;
(iv) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of $10,0005,000;
(viv) 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 having an aggregate value of all items having a value per item with terms of less than $10,000 items not exceeding $50,000.00one year);
(viv) each licensing agreement or other Applicable Contract with respect to patents, trademarks, copyrights, or other intellectual property, including agreements between the Company and with current or former employees, consultants, or contractors regarding the appropriation or the non-disclosure of any of the Intellectual Property Assets;
(viivi) each collective bargaining agreement and other Applicable Contract to or with any labor union or other employee representative of a group of employees;
(viiivii) each joint venture, partnership, and other Applicable Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(ixviii) each Applicable Contract containing covenants that in any way purport to restrict the business activity of the Company or limit the freedom of the Company to engage in any line of business or to compete with any Person;
(xix) 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;
(xiixi) each Applicable Contract entered into other than in the Ordinary Course of Business that contains or provides for an express undertaking by the Company to be responsible for consequential damages;
(xiiixii) each Applicable Contract for capital expenditures in excess of $10,00010,000.00;
(xivxiii) each written warranty, guaranty, and or other similar undertaking with respect to contractual performance extended by the Company other than in the Ordinary Course of Business; and
(xvxiv) each amendment, supplement, and modification (whether oral or written) in respect of any of the foregoing, except for change orders which will have no material adverse effect to the Company;.
(b) Part 3.17(b) of the Disclosure Letter is a work in progress schedule setting forth the total amount of each contract and certain information as reflected in the captions thereto.
Appears in 1 contract