Listed Contracts Clause Samples
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Listed Contracts. (a) Section 2.9(a) of the Seller Disclosure Letter lists each Contract falling into any of the following categories of Contracts to which any of the Transferred Companies, as of the date hereof, is a party or by which it is bound:
(i) any Contract relating to outstanding Indebtedness for borrowed money from third party lending sources pursuant to which any Transferred Company has borrowed an amount in excess of $1,000,000;
(ii) any joint venture, partnership or other similar Contract (including any Contract providing for joint research or development) with any Person other than an Affiliate;
(iii) any Contract relating to the acquisition or disposition of any business, stock or assets of any other Person or any division or line of business thereof or any real property (whether by merger, sale of stock, sale of assets or otherwise), in any such case having a value in excess of $500,000 which Contract contemplates future performance or has continuing obligations after the date hereof (but in all cases excluding Contracts relating to the acquisition or disposition of Investment Assets in conformity with the Investment Guidelines);
(iv) any Contract that (A) limits the freedom of any of the Transferred Companies to compete in any line of business or with any Person or in any area or that would so limit the freedom of Buyer or its Affiliates or any of the Transferred Companies after the Closing, (B) contains exclusivity obligations or restrictions with respect to distribution and marketing binding on any of the Transferred Companies that would be binding on Buyer or any of its Affiliates after the Closing or (C) provides for a “most favored nation” pricing status for any party thereto;
(v) any Contract for the purchase or lease of services or materials, supplies, goods, equipment or other assets providing for aggregate annual payments by the Transferred Companies of $500,000 or more or under which the Transferred Companies have made payments of $500,000 or more during the 12-month period ending on the Balance Sheet Date;
(vi) any sales, distribution, agency, services or other similar Contract providing for the sale by any of the Transferred Companies of materials, supplies, goods, services, equipment or other assets that provides for aggregate annual payments to the Transferred Companies of $500,000 or more or under which payments of $500,000 or more were made to the Transferred Companies during the 12-month period ending on the Balance Sheet Date;
(vii) any Co...
Listed Contracts. 3.16(a) KKR Partners.....................................................................
Listed Contracts. The Purchaser has delivered or caused to be delivered to the Company correct and complete copies (or written summaries of the material terms of oral agreements or understandings) of each agreement, instrument, and commitment which comprise the Listed Contracts, listed on Exhibit A, each as amended to date. Each Listed Contract is a valid, binding and enforceable obligation of the Purchaser, and, to the Purchaser's knowledge, of the other party or parties thereto, and is in full force and effect. Neither the Purchaser is nor, to the Purchaser's knowledge, is any other party thereto, (nor is the Purchaser considered by any other party thereto to be) in breach of or noncompliance with any term of any Listed Contract (nor is there any basis for any of the foregoing), except for any breaches or noncompliances that singly or in the aggregate would not have a Material Adverse Effect. Other than in the ordinary course of business, no claim, change order, request for equitable adjustment, or request for contract price or schedule adjustment, between the Purchaser and any supplier, customer or any other person, relating to any Listed Contract is pending or, to the Purchaser's knowledge, threatened, nor is there any basis for any of the foregoing. Each Listed Contract is assignable by the Purchaser to the Company without the consent of any other person.
Listed Contracts. (a) Other than Immaterial Contracts, Schedule 4.7(a) lists all commitments, contracts, leases, and agreements, whether written or oral, to which any of the Sellers is a party or by which any of the Sellers, the Business, the Facilities or any of the Assets are bound including the Program Agreements (the “Listed Contracts”). Notwithstanding the foregoing, the term “Listed Contracts” shall include, whether written or oral, all agreements: (i) pursuant to which Sellers have any interest as a lessor, lessee, licensor or licensee of real property; (ii) concerning payment, performance of services or delivery of goods, regardless of amount, with any referral source, including all physicians and healthcare providers; (iii) with any labor union or collective bargaining group or organization; (iv) with one or more directors, trustees, stockholders, partners, affiliates or officers of Sellers; and (v) that prohibit or restrict competition or the conduct of any lawful business by Sellers. Sellers have delivered to LifePoint Sub copies of all written Listed Contracts.
(b) Except as listed on Schedule 4.7(b): (i) each of the Assumed Contracts are in full force and effect; (ii) each of the Assumed Contracts constitutes a valid and legally binding obligations of such of the Sellers as are parties thereto, as applicable, and, to the knowledge of Sellers, of the other parties thereto and are enforceable in accordance with their terms against such Seller and, to the knowledge of Sellers, against the other parties thereto, except as enforceability may be limited, restricted or delayed by applicable bankruptcy or other Legal Requirements affecting creditor’s rights and debtor’s relief generally and general principles of equity; (iii) each of the Sellers is and has been in material compliance with the terms and requirements of each Assumed Contract; (iv) each other party that has or had any obligation or liability under any Assumed Contract is and has been in material compliance with the terms and requirements of such Assumed Contract; (v) 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 material violation or breach of, or give any party 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 Assumed Contract; (vi) no Seller has received any unresolved notice (whether oral or...
Listed Contracts. Section 3.15 of the Disclosure Schedule sets forth a list of all the following Contracts (the “Listed Contracts”) to which any Company Member is a party or by which it is (or its assets are) bound or to which any Company Member is subject:
(a) any material agreement that requires payment by any party thereto of more than ***** annually;
(b) all partnership, joint venture, tax sharing or similar agreements providing for a sharing of profits, losses, costs or liabilities between a Company Member and a third party;
(c) any agreement that cannot be terminated by a Company Member upon ninety (90) days’ notice or less without the payment of any material penalty or material termination fee;
(d) any collective bargaining agreement or other Contract with any labor union or labor organization;
(e) any Contract involving the settlement of any (i) material Action, (ii) any Action with a payment obligation in excess of ***** entered into during the past five (5) years, or (iii) any Action for which there are continuing obligations, excepting confidentiality;
(f) any Contract with a Related Party (other than ordinary course employment arrangements);
(g) any Contract under which any Company Member has created, incurred, assumed or guaranteed any Indebtedness or under which any Company Member has granted a Lien on any of its assets, tangible or intangible;
(h) any guarantee of the obligations of customers, suppliers, officers, directors, employees, Affiliates or others or any Contract the primary purpose of which is an indemnification obligation on the part of any Company Member;
(i) any Contract under which any Company Member has advanced or loaned any amount to any of its directors, officers and employees;
(j) any “standstill” or similar Contract that restricts any Company Member’s right to acquire any security or business;
(k) any Contract with a Governmental Authority, excluding Contracts for subscription services that are on substantially the same terms as Contracts with non-Governmental Authority customers;
(l) any Contract for the employment, or engagement directly as an independent contractor, of any individual, on a full-time or part-time basis, that (i) provides for annual compensation in excess of ***** or (ii) cannot be terminated at will without payment of severance or other penalty;
(m) any Contract between any Company Member and any employee, or any individual engaged directly as an independent contractor, pursuant to which: (i) benefits would vest, amount...
Listed Contracts. (a) Section 4.15(a) of the Company Disclosure Schedule lists each Listed Contract with any provisions presently in effect, and such list indicates each subsection of this Section 4.15(a) that applies to such Listed Contract. The Company has made available to Parent a true, correct and complete copy of each Listed Contract. “Listed Contracts” means the following Contracts to which the Company or a Company Subsidiary is a party:
Listed Contracts. 24 SECTION 4.19 Insurance.......................................................25 SECTION 4.20
Listed Contracts. As of the date hereof, except for Contracts listed in Section 2.17(i) of the Company Disclosure Letter, the Company and its Subsidiaries are not a party to or bound by any material Contract (each, together with each Contract required to be disclosed on the Company Disclosure Letter pursuant to any of the representations and warranties in this Article 2, a "Company Listed Contract"), including the following Contracts (whether or not material):
(a) any distributor, sales, reseller, advertising, agency, original equipment manufacturer, sales representative, joint marketing, joint development or joint venture Contract;
(b) any continuing Contract for the purchase of materials, supplies, equipment or services that involves the payment by the Company or any of its Subsidiaries of more than $50,000 over the life of the Contract;
(c) any Contract pursuant to which the Company or any of its Subsidiaries is obligated to provide services at a price fixed before performance of such services (but excluding warranty and maintenance Contracts);
(d) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP;
(e) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities of any other Person;
(f) any Contract for any capital expenditure in excess of $150,000 individually or $500,000 in the aggregate;
(g) any Contract in accordance with which the Company or any of its Subsidiaries is a lessor or lessee of any machinery, equipment, motor vehicles, office furniture, fixtures or other personal property and involving in the case of any such Contract more than $50,000 over the life of the Contract;
(h) any Contract in accordance with which the Company or any of its Subsidiaries is a lessor or lessee of any real property;
(i) any Contract providing rights to or that are based upon any Company or any of its Subsidiaries Intellectual Property, including Customer License Agreements, and (2) any Contract providing for the development of any Software, content (including textual content and visual, photographic or graphics content), technology or Intellectual Property for the Company or any of its Subsidiaries, or providing for the purchase by or license to (or for the benefit or use of) the Company or a...
Listed Contracts. Schedule 3.14 sets forth a correct and complete list (copies of which have been made available and delivered to Buyer) of every contract, agreement, personal property lease or commitment (including, without limitation, promissory notes, loan agreements, and other evidence of indebtedness, guarantees, agreements with distributors, suppliers, dealers, franchisors and customers, and service agreements), to which any of the Companies is a party or by which any of the Companies is bound pursuant to which obligations thereunder of either party thereto are, or are contemplated as being, (i) involving the receipt or payment by any of the Companies of an amount in excess of $100,000 following the Closing Date, (ii) such that the termination or breach of such contract could have a Material Adverse Effect on the Company, or (iii) involving the lease by any of the Companies, as lessee or lessor, of any real property (each a “Listed Contract,” and collectively, the “Listed Contracts”), correct and complete copies of which, or in the case of oral agreements, complete descriptions, previously have been made available. The Companies are neither in default, nor has any event occurred that, with the giving of notice or the passage of time or both, would constitute a default by any of the Companies, under any Listed Contract and, to the Knowledge of the Company, no event has occurred that, with the giving of notice or the passage of time, or both would constitute a default by any other party to any such Listed Contract; provided, however, any defaults, by either one of the Companies or any third party, that could not result individually or in the aggregate in a Material Adverse Effect are excluded from the scope of this representation. Except as set forth on Schedule 3.14 and except as shall not individually or in the aggregate have a Material Adverse Effect, each of the Listed Contracts is in full force and effect, is valid and enforceable in accordance with its terms and is not subject to any claims, charges, set-offs or defenses. Immediately following the completion of the transactions contemplated herein and except as shall not have a Material Adverse Effect, each of the Listed Contracts (other than the Company Credit Agreement and the Company Dealer Agreements unless all consents have been obtained) shall continue to be in full force and effect, be valid, binding and enforceable in accordance with their terms and not be subject to any claims, charges, set-offs or defens...
Listed Contracts. (a) Section 3.16(a) of the Disclosure Schedule lists each of the following Contracts to which, as of the date of this Agreement, any of the Companies is a party (such Contracts being “Listed Contracts”):
(i) all Contracts (other than Leases listed in Section 3.13(b) of the Disclosure Schedule) involving total actual or projected payments by any Company party thereto of more than $750,000 during the 2008 fiscal year or 2009 fiscal year and that are not cancelable by the relevant Companies without liability and with sixty (60) or less days’ notice to the other party thereto;
(ii) all Contracts involving total actual revenues received by any Company of more than $750,000 during the 2008 fiscal year;
(iii) (x) all employment Contracts that provide for termination pay with employees whose current annual salary is in excess of $100,000, (y) all Contracts with individuals who are independent contractors providing for the provision by such independent contractors of consulting services, which (A) obligate a Company to pay annualized consulting fees in excess of $100,000 pursuant thereto and (B) are not cancellable by the relevant Companies without liability on ninety (90) days or less notice;
(iv) all Contracts relating to or guaranteeing Indebtedness for borrowed money or under which any note, bond indenture, mortgage, security interest or other evidence of Indebtedness has been issued, in each case having an outstanding principal amount in excess of $750,000 in the aggregate;
(v) all Contracts that limit or purport to limit the ability of any Company to compete in any line of business or with any Person or in any geographic area or during any period of time, in any such case to the extent that such limitation is material to the Companies and their businesses, taken as a whole;
(vi) all Contracts with third-party distributors pursuant to which any Company received total payments on an annual basis in excess of $375,000 in the aggregate during the 2008 fiscal year;
(vii) all Contracts with third-party sales representatives pursuant to which any Company made total payments on an annual basis in excess of $375,000 in the aggregate during the 2008 fiscal year;
(viii) all Contracts relating to the acquisition by any of the Companies of any operating business or capital stock of any other Person in the three (3) years prior to the date of this Agreement;
(ix) all Contracts between any Company and any Affiliate of any of the Companies (other than another Company);
(x) a...