Material and other Contracts Clause Samples

The 'Material and other Contracts' clause defines the obligations and requirements related to significant agreements that a party has entered into, which may impact the current contract. It typically requires one or both parties to disclose, list, or warrant the existence and status of contracts that are material to their business or relevant to the transaction at hand. For example, a seller in a business sale might need to provide details of major supplier or customer contracts. This clause ensures transparency and allows the other party to assess potential risks or dependencies, thereby supporting informed decision-making and reducing the likelihood of undisclosed liabilities.
Material and other Contracts. (i) Except as set forth in Section 3.1(o)(i) of the Sellers Disclosure Schedule, to the Knowledge of such Seller, neither it nor ACME nor any Purchased Entity has received written notice from any other party to a Material Contract to the effect that any Purchased Entity is in violation or breach of or default under any Material Contract to which such Purchased Entity is a party (or with notice or lapse of time or both, would be in violation or breach of or default under any such Material Contract). (ii) Section 3.1(o)(ii) of the Sellers Disclosure Schedule contains a list of all Contracts (excluding, for the avoidance of doubt, Environmental Permits and other Licenses) with a value or consideration in excess of $50,000.00 to which any Purchased Entity, to such Seller's Knowledge, is a party, or has been a party since December 31, 2001, and by which ACME or any Purchased Entity or any of its assets may be bound or affected as of the date hereof. To the Knowledge of such Seller, no Contract (excluding, for the avoidance of doubt, Environmental Permits and other Licenses) required to be set forth thereon has been amended or assigned except as set forth in Section 3.1(o) of the Sellers Disclosure Schedule. To the Knowledge of such Seller, no Purchased Entity is a party to any series of related Contracts (excluding, for the avoidance of doubt, Environmental Permits and other Licenses) in effect as of the date hereof that in the aggregate have a value or consideration in excess of $150,000.00 which are not listed on Section 3.1(o) of the Sellers Disclosure Schedule.
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Material and other Contracts. (1) Schedule 4.13(a) lists all pending or executory contracts, ---------------- agreements or commitments relating to the Business, including, without limitation, license agreements, product supplier agreements, distribution agreements, marketing agreements, non-competition agreements, confidentiality agreements and vendor agreements, and other agreements relating to the Intellectual Property Rights (all such items being hereinafter collectively referred to as the "Material Agreements"). True and complete copies of all such documents and complete descriptions of all oral contracts (if any) referred to in Schedule 4.13 (a) have been provided or made available to Buyer and its ---------------- counsel. Each of the Assumed Contracts is (i) in full force and effect, no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, and, to the best of the knowledge of Seller, no event, occurrence, condition or act exists which does (or which with the giving of notice or the lapse of time or both would) give rise to a default or right of cancellation, acceleration or loss of contractual benefits thereunder; (ii) there has been no threatened cancellations thereof, and there are no outstanding disputes thereunder; and (iii) none of them is materially burdensome to Seller. (2) Schedule 4.13(b) contains a complete and correct list of all ---------------- contract, commitments, obligations and understandings which are not set forth in any other Schedule delivered hereunder and to which Seller is a party or otherwise bound, and which relate to the Business, except for each of those which (i) was made in the ordinary course of business, and (ii) either (A) is terminable by Seller (and will be terminable by Buyer) without liability, expense or other obligation on thirty (30) days' notice or less, or (B) may be anticipated to involve aggregate payments to or by Seller of $5,000 (or the equivalent) or less calculated over the full term thereof, and (iii) is not otherwise material to the Business or any of the Purchased Assets. Complete and correct copies of all contracts, commitments, obligations and undertakings set forth on any of the Schedules delivered pursuant to this Agreement have been furnished by Seller to Buyer, and except as expressly stated on the Schedule on which they are set forth, (x) each of them is in full force and effect, no person or entity which is a party thereto or otherwise bound thereby is in default thereunder, an...
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Material and other Contracts. (i) The Facility Operating Lease is, as of the Effective Date and, subject to the satisfaction of the conditions set forth in Sections 7.15 and 8.11 hereof, will be as of the Closing Date, in full force and effect and constitutes and will constitute as of such dates, respectively, a legal, valid and binding agreement, enforceable in accordance with its terms, of BPP and to the Knowledge of ESI BH, Western States, except as the same may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar Laws relating to or affecting the rights of creditors generally, or by general equitable principles or as set forth on Schedule 3.1(o) of the Sellers Disclosure Schedule. Except as set forth on Schedule 3.1(o) of the Sellers Disclosure Schedule, all payments due from BPP under the Material Contracts through the day prior to the Closing Date have been or shall, on or before the Closing Date, be made. Except as set forth on Schedule 3.1(o) of the Sellers Disclosure Schedule, to the Knowledge of ESI BH, neither it nor BPP have received written notice from any other party to a Material Contract to the effect that BPP is in violation or breach of or default under any Material Contract (or with notice or lapse of time or both, would be in violation or breach of or default under any Material Contract). (ii) Section 3.1(o) of the Sellers Disclosure Schedule contains a list of all Contracts (excluding, for the avoidance of doubt, Environmental Permits and other Licenses) with a value or consideration in excess of $50,000 to which BPP, to ESI BH's Knowledge, is a party, or has been a party since December 31, 1997, and by which BPP or any of its assets may be bound or affected as of the Effective Date. To the Knowledge of ESI BH, no Contract (excluding, for the avoidance of doubt, Environmental Permits and other Licenses) required to be set forth thereon has been amended or assigned except as set forth in Section 3.1(o) of the Sellers
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Material and other Contracts. ● Exclusive Supply Agreement dated October 5, 2020 between Cinemark USA, Inc. and Transferor
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Material and other Contracts. 19 4.14 Business Financial Statements; 1998 Revenues.. 20 4.15
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Material and other Contracts. 19 4.14 BUSINESS FINANCIAL STATEMENTS; 1998 REVENUES. . . . . . . . . 20 4.15
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Related to Material and other Contracts

  • Contracts and Other Agreements Section 3.12 of the Disclosure Schedule sets forth a list of the following contracts and other agreements to which the Company is a party or by or to which any of its assets, properties or securities are bound or subject (each, a "Material Contract"): (a) any agreement or series of related agreements requiring aggregate payments by or to the Company of more than $50,000; (b) any agreement with or for the benefit of any current or former officer, director, holder of any security, employee or consultant of the Company under which the Company has any obligations as of the date hereof; (c) any agreement with any labor union or association representing any employee of the Company; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation clause or that obligates the Company to purchase all or substantially all of its requirements of a particular product or service from a supplier or to make periodic minimum purchases of a particular product or service from a supplier, which is not terminable on not more than 30 days notice (without penalty or premium); (e) any agreement for the sale of any of the assets or properties of the Company other than in the ordinary course of business or for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties; (f) any agreement of surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000; (g) any agreement which contains covenants of the Company not to compete in any line of business, in any geographic area or with any Person or covenants of any other Person not to compete with the Company or in any line of business of the Company; (h) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (i) any agreement obligating the Company to deliver maintenance services or future product enhancements or containing a "most favored nation" pricing clause; (j) any agreement relating to the acquisition by the Company of any operating business or the capital stock of any other Person; (k) any agreement requiring the payment to any Person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commissions or fees to employees in the ordinary course of business); (l) any agreements, notes or other instruments relating to or evidencing outstanding indebtedness of the Company for borrowed money (including capitalized lease obligations); (m) any lease, sublease or other agreement under which the Company is lessor or lessee of any real property or equipment or other tangible property; (n) any agreement with a change of control provision or otherwise requiring any consent, approval, waiver or other action by any Person in connection with the Merger; (o) any stock option agreement, restricted stock agreement, employment or severance agreement, phantom stock plan or bonus, incentive or similar agreement, arrangement or understanding; (p) any agreement involving the assignment, transfer, license (whether as licensee or licensor) or pledge or encumbrance of any Company Intellectual Property; (q) any distribution or sales representative agreement or agreement appointing any agent; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all Material Contracts (and all amendments, waivers or other modifications thereto) have been furnished or made available to the Buyer. Each Material Contract is valid, subsisting, in full force and effect, binding upon the Company and, to the Company's knowledge, the other parties thereto in accordance with their terms, and the Company is not in default under any of them, nor, to the Company's knowledge, is any other party to any Material Contract in default thereunder, nor, to the Company's knowledge, does any condition exist that with notice or lapse of time or both would constitute a default thereunder, except, in each of the foregoing cases, such defaults as would not, either individually or in the aggregate, have, or be reasonably likely to have, a Material Adverse Effect.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

  • Governmental and Other Consents No consent, approval or authorization of, or declaration or filing with, any governmental authority or other person is required on the part of Buyer in connection with the execution, delivery and performance of this Agreement by it or the consummation of the transactions contemplated hereby.

  • Contracts and Other Collateral The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $50,000, and do not extend for more than one (1) year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days' notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company's business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company's acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.