Contributed Contracts Sample Clauses
The Contributed Contracts clause defines the terms under which existing contracts are transferred or assigned from one party to another, typically as part of a larger transaction such as a merger or asset sale. This clause outlines which contracts are included, the process for obtaining necessary consents from third parties, and the responsibilities of each party in ensuring a smooth transition. Its core function is to ensure that valuable contractual relationships are properly transferred without breaching their terms, thereby preserving business continuity and minimizing legal risks during the transaction.
Contributed Contracts. The rights of Plum Creek (or its Affiliates) under the Contracts in effect at the Contribution Date that (i) exclusively relate to all or any portion of the Contributed Timberlands or the forest operations conducted on such Contributed Timberlands, or (ii) are described in Section 1.1(a)(ii) of the PC Disclosure Letter, but excluding the rights of Plum Creek (or any of its Affiliates) under the (A) Contributed Real Property Leases (which are covered by clause (iv) below), (B) Ancillary Agreements, and (C) Continuing Agreements (collectively, the Contract rights described above as being contributed to the Contribution LLC, the “Contributed Contracts”); and
Contributed Contracts. (a) SMHG and the Company have made available or delivered to M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, PAC3 and F▇▇▇▇▇▇▇ correct and complete copies of all written Contributed Contracts and correct and complete descriptions of all material terms of all oral Contributed Contracts. The Contributed Contracts includes all contracts, agreements and understanding (whether in writing or oral) used in the Business with annual payments exceeding $25,000.
(b) Each Contributed Contract is valid, binding and in full force and effect, and is enforceable against the Company, and to the Knowledge of SMHG and the Company, each other party thereto in accordance with its terms. The Company has duly performed all of its obligations under each Contributed Contract to the extent that such obligations have accrued. There are no existing defaults (or circumstances, occurrences, events or acts that, with the giving of notice or lapse of time or both would become defaults) on the part of the Company, or to the Knowledge of SMHG and the Company, any other party thereto under any Contributed Contract. Each Contributed Contract has been performed by the Company in accordance with its terms and Applicable Law in all material respects.
(c) All of the Contributed Contracts may be transferred, conveyed and assigned to New BD without obtaining the consent of the other party except for those Contributed Contracts set forth on Section 3.6(c) of the Company Disclosure Schedule.
Contributed Contracts. To Zany Brainy's knowledge, the Contributed Contracts are valid and binding, are in full force and effect and are enforceable in accordance with their respective terms. Zany Brainy has not assigned, mortgaged, pledged, encumbered or otherwise hypothecated any of its right, title and interest under the Contributed Contracts. Except as set forth on Schedule 4.9, neither Zany Brainy nor, to the best knowledge of Zany Brainy, any other party thereto is in violation of or in default in respect of any Contributed Contract. No notice has been received by Zany Brainy claiming any such violation or default by Zany Brainy or indicating the desire or intention of any other party thereto to amend, modify, rescind or terminate the same.
Contributed Contracts. Affiliates of the Sellers shall specifically evidence the assignment or subcontract to the Company of the contracts described on Schedule 7.8, and provide evidence of any required third-party consents thereto.
Contributed Contracts. Except as otherwise provided for herein, and subject to Section 8.1.10, "Contributed Contracts" shall mean all rights and obligations under any contract, agreement, lease of personal property, purchase order, bid, quotation, proposal, registration, license, other Permit or approval of any nature, technical certifications, or other document, commitment, arrangement, undertaking, including, but not limited to, all rights under the contracts listed in SCHEDULE 1.2, and SCHEDULE 6.11.2 hereto, and all rights and obligations under such agreements arising in the ordinary course of business after the date hereof, in each case as necessary for, used in and primarily dedicated to the conduct of the Cables Business on the Closing Date.