Contracts, Obligations and Commitments. Except as set forth on Schedule 3.21 hereto, the Company has no existing contract, obligation or commitment (written or oral) of any nature, including, without limitation, the following: (a) loan or other agreements, notes, indentures, or instruments relating to or evidencing indebtedness for borrowed money or mortgaging, pledging or granting or creating a Lien on any of its assets or any agreement or instrument evidencing any guaranty by the Company of payment or performance by any other person; (b) any contract or series of contracts with the same person for the furnishing or purchase of equipment, goods or services for an excess of $25,000; (c) any material joint venture contract or arrangement or other material agreement involving a sharing of profits or expenses to which it is a party or by which it is bound; (d) agreements which will materially limit the freedom of the Company to compete in any line of business or in any geographic area or with any person; (e) agreements providing for disposition of the assets of the Company other than in the ordinary course of business or agreements of merger or consolidation to which it is a party or by which it is bound; (f) any lease under which the Company is either lessor or lessee relating to any asset of its Business or any property at which its Business or such assets are located if such lease involves lease payments in excess of $25,000 per year; (g) any contract, commitment or agreement with the federal government or any state or local government or any agency thereof. Except as set forth on Schedule 3.21, each contract, agreement, arrangement, plan, lease, license or similar instrument listed on Schedule 3.21 is a valid and binding obligation of the Company and, to the best of the Company's knowledge, the other parties thereto, enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law), and is in full force and effect, and neither the Company, nor, to the best of such Company's knowledge, any other party thereto has breached any material provisions of, nor is in default in any material respect under the terms of (and, to the best of the Company's knowledge, no condition exists which, with the passage of time, the giving of notice, or both, would result in a default und...
Contracts, Obligations and Commitments. Except as set forth on paragraph 3.16 of the Disclosure Schedule, no member of the Company Group has any existing Contract, obligation or commitment (written or oral) of any nature (other than any Contracts, obligations or commitment involving payments of less than $200,000 individually), including without limitation the following:
Contracts, Obligations and Commitments. Except as set forth on Schedules 2.1(e) or 2.2 hereto, Seller has no existing contract, obligation or commitment of any nature which is material to the ownership or operation of the Assets or the Assumed Liabilities. Each contract, agreement, arrangement, plan, lease, license or similar instrument included in the Assets and set forth on Schedule 2.1(e) (collectively, the "Assumed Contracts") is a valid and binding obligation of Seller and, to the knowledge of Seller, the other parties thereto, enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law), and is in full force and effect (except for any Assumed Contracts which by their terms expire after the date hereof or are terminated after the date hereof in accordance with the terms thereof, provided, however, that Seller shall not terminate any material Assumed Contract after the date hereof without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed), and neither Seller nor, to the knowledge of Seller, any other party thereto has breached any material provision of, nor is in default in any material respect under the terms of (and, to the knowledge of Seller, no condition exists which, with the passage of time, the giving of notice, or both, would result in a default under the terms of), any of the Assumed Contracts. Except as set forth on Schedule 6.7 hereto, each of the Assumed Contracts is validly assignable to the Purchaser without the consent of any other party thereto so that, after the assignment thereof to the Purchaser pursuant to this Agreement, the Purchaser will be entitled to the full economic and other benefits thereof. Seller shall give Purchaser written notice of each Assumed Contract which is terminated after the date hereof.
Contracts, Obligations and Commitments. Exhibit 2.11 attached hereto sets forth an accurate and complete list of all of the contracts which are currently in effect with respect to the construction, renovation, ownership, servicing, maintenance, occupancy and/or operation of the Assets (collectively, the "Contracts"). (Notwithstanding the foregoing sentence, the Partnership acknowledges that some of the Contracts also relate to businesses which are not part of the Transferor Business (e.g. the Medical Faculty Associates) and that Transferor and the Partnership will have to revise such Contracts accordingly.) Transferor has provided the Partnership with complete and correct copies of all such contracts. Except for the Contracts listed in Exhibit 2.11, the Personal Property Leases listed in Exhibit 2.9(b), the Participation Agreements listed in Exhibit 2.18(c) and the purchase orders described in Section 1.1(c)(4), there are no other material contracts or other arrangements to which Transferor is a party or under which goods, equipment or services are provided, leased or rendered, in any material degree, to the Premises (or any part thereof) or the Assets. Except as set forth in Exhibit 2.11: (i) none of the Contracts has been materially modified, pledged, assigned or amended, and all of the Contracts are legally valid, binding and enforceable in accordance with their respective terms and are in full force and effect; (ii) there are no defaults by Transferor, or to the knowledge of Transferor, any other party to the Contracts, (iii) Transferor has not received notice of any default, offset, counterclaim or defense under any Contract; and (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by Transferor of the terms of any Contract.
Contracts, Obligations and Commitments. Schedule 3.14 attached hereto sets forth a list of all contractual agreements, whether written or oral, or relating to or affecting the assets or the operation of the Business to which the Seller is a party (the "Contracts"). The Seller has provided to MPT complete and correct copies of all of the Contracts. Except as set forth on Schedule 3.14, (i) the Contracts are legally valid, binding and enforceable against the Seller (and, to the best of the Seller's Knowledge, against the other parties thereto) in accordance with their respective terms and are in full force and effect; (ii) there are no defaults by the Seller, or to the best of the Seller's Knowledge, any other party to the Contracts; (iii) the Seller has not received written notice of any default, offset, counterclaim or defense under any Contract; (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach by the Seller of the terms of any Contract; and (v) the Contracts are in compliance with Healthcare Fraud Laws.
Contracts, Obligations and Commitments. SCHEDULE 4.20 sets forth a list of all contractual agreements, whether written or oral, relating to or affecting the Assets, the Hospital and/or the operation of the Business to which Sherman Oaks is a party which may be assigned to and assumed by the Xxxxxx Parties pursuant to the terms of the Sherman Oaks Purchase Agreement, including, without limitation, the Xxxxxxxd Leases (the "Contracts"). The Seller Parties have made available to the Purchaser Parties complete and correct copies of all of the Contracts. Except as set forth on SCHEDULE 4.20, (i) the Contracts are legally valid, binding and enforceable against the parties in accordance with their respective terms and are in full force and effect; (ii) there are no defaults by any party to the Contracts; (iii) no party has not received notice of any default, offset, counterclaim or defense under any Contract; and (iv) no condition or event has occurred which with the passage of time or the giving of notice or both would constitute a default or breach under the terms of any Contract; and (v) the Contracts are freely assignable by Sherman Oaks to the Seller Parties.
Contracts, Obligations and Commitments. In connection with the operation of the Business, except as set forth on SCHEDULE 5.5 hereto, Seller has no existing contract, obligation or commitment (written or, to Seller's knowledge, oral) of any nature other than the Assumed Contracts. Except as set forth on SCHEDULE 5.5, each Assumed Contract is a valid and binding obligation of Seller and, to Seller's knowledge, the other parties thereto, enforceable in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law), and is in full force and effect (except for any Assumed Contracts which by their terms expire after the date hereof or are terminated after the date hereof in accordance with the terms thereof), and neither Seller nor, to Seller's knowledge, any other party thereto has breached any material provision of, nor is in default in any material respect under the terms of (and, to Seller's knowledge, no condition exists which, with the passage of time, the giving of notice, or both, would result in a default under the terms of), any of the Assumed Contracts.
Contracts, Obligations and Commitments. Except as set forth in the September Financial Statements and on Schedule 4.12 together, other than the Real Estate Leases and the Non-Real Estate Leases, neither BJ HLS, HZ HLS nor HollySys Subsidiary has any existing contract, obligation or commitment (written or oral) of any nature (other than obligations involving payments of less than $500,000 individually), including without limitation the following:
Contracts, Obligations and Commitments. Neither the Company nor any of its subsidiaries has any existing contract, obligation or commitment (written or oral) of any nature, including, without limitation, the following:
Contracts, Obligations and Commitments. The Stockholders have delivered to Purchaser true copies of all material written, and disclosed to Purchaser all material oral, outstanding contracts, obligations, leases and commitments of Lahaina entered into connection with and related to the business of Lahaina, all of which (exclusive of Leases) are listed in EXHIBIT 4.10 (the "Contracts") (true and correct copies of certain written contracts being attached thereto). Lahaina is not in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any of the Contracts.
