Material Contracts Sample Clauses

Material Contracts. (a) Schedule 3.12(a) sets forth a true, correct and complete list of the following Contractual Obligations (including every written amendment, modification or supplement to the foregoing or other material amendment, modification or supplement to the foregoing that is binding on the Company or any of its Subsidiaries) to which the Company or any of its Subsidiaries is a party: (i) any Contractual Obligation that is a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Commission), (ii) Contractual Obligations that collectively represent the top 5 agreements (based on cost) with content licensors for the Company and its Subsidiaries during the Company’s last fiscal year, (iii) Contractual Obligations that collectively represent the top 5 agreements (based on revenue) for distribution services and cooperation agreements of the Company and its Subsidiaries during the Company’s last fiscal year, (iv) any Contractual Obligation (other than a Contractual Obligation described in one of the other provisions of this Section 3.12(a) without regard to any threshold contained therein) that involves annual expenditures during the Company’s last fiscal year by the Company or any Company Subsidiary in excess of $200,000 and is not otherwise cancelable by the Company or any of its Subsidiaries without any financial or other penalty on 90-days’ or less notice, (v) any Lease for real property or (vi) any other Contractual Obligation that is material to the Company or its Subsidiaries (each Contractual Obligation referenced above in clauses (i) through (vi) individually, a “Material Contract” and collectively, “Material Contracts”); provided that, with respect to Company Material Contracts described above, such list shall identify the date of such contract and any communications (written or, to the knowledge of the Company, oral) received by the Company or its Subsidiaries from any party to such contract or on behalf of any such party that such party intends to cancel, terminate, seek re-bidding of or fail to renew such contract. Except as set forth on Schedule 3.12(a), the Company has delivered or made available true, correct and complete copies of all such Contractual Obligations to counsel to Purchaser. (b) All of the Material Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to Equitable Principles...

Material Contracts. (a) Except for this Agreement and except for Contracts filed as exhibits to the Company SEC Reports filed prior to the date of this Agreement, as of the date hereof, none of the Company or its Subsidiaries is a party to or bound by: (i) any Contract that would be required to be filed by the Company pursuant to Item 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act; (ii) any Contract involving the payment or receipt of amounts by the Company or any of its Subsidiaries, or relating to material Indebtedness (other than any Indebtedness solely between the Company and any of its Subsidiaries); (iii) any material joint venture contracts, strategic cooperation, partnership arrangements or other agreements outside the ordinary course of business involving a sharing of profits, losses, costs or liabilities by the Company or any of its Subsidiaries with any third party; (iv) any Contract that limits in any material respect the ability of the Company or any of its Subsidiaries or any of their respective employees to compete in any material line of business or with any Person or entity or in any geographic area or during any period of time in a manner that is material to the Company and its Subsidiaries, taken as a whole; (v) any material Contract entered into after June 30, 2011 or not yet consummated, for the acquisition or disposition, directly or indirectly (including by merger, consolidation, combination or amalgamation) of assets (other than assets purchased pursuant to capital expenditures) or share capital or other equity interests of another Person; (vi) any Contract between or among the Company or any of its Subsidiaries, on the one hand, and any of their respective Affiliates (other than the Company or any of its Subsidiaries), on the other hand, that involves payments, taken as whole, that is material to the Company and its Subsidiaries; (vii) any Contract between the Company or any of its Subsidiaries and any director or executive officer of the Company or any Person beneficially owning five percent or more of the outstanding Shares required to be disclosed pursuant to Item 7B or Item 19 of Form 20-F under the Exchange Act; (viii) any Contract (other than Contracts granting Company Options) giving the other party the right to terminate such Contract as a result of this Agreement or the consummation of the Merger where (A) such Contract requires any payment, taken as whole, that is material to the Company and its Subsidiaries or (B) the...

Material Contracts. Section 4.16 of the Parent Disclosure Schedule sets forth a list as of the date hereof of all (i) contracts for borrowed money or guarantees thereof, (ii) contracts involving any rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), or any combination of these transactions (each a "Derivative" and collectively, "Derivatives"), (iii) contracts containing covenants by Parent or any of its subsidiaries restricting its ability or the ability of any affiliates of Parent to engage in any line of business, (iv) contracts to purchase materials, supplies or other assets, other than purchase orders entered into in the ordinary course of business consistent with the customary past practice of Parent and other contracts involving obligations of less than $25,000 individually and $100,000 in the aggregate, (v) contracts with distributors, sub-distributors or sales agents for Parent or any of its subsidiaries or in which Parent or any of its subsidiaries acts as distributor or sales agent for others, (vi) contracts in which the surviving liability (including indemnities) of Parent or any of its subsidiaries could exceed $100,000 and involving the sale or other disposition by Parent or any of its subsidiaries of one or more business units, divisions or entities (including former subsidiaries); (vii) contracts involving the sale, disposition or licensing of other material assets of Parent or any of its subsidiaries (including intellectual property), other than the sale of inventory in the ordinary course of business, (vii) contracts involving the investment, including by way of capital contribution, loan or advance, by Parent or any of its subsidiaries in any other person, firm or entity, other than cash and cash equivalents and other than investments no longer owned by Parent or any of its subsidiaries, and (ix) other contracts under which the unpaid liability of Parent or any of its subsidiaries is $100,000 or more or are otherwise material (all contracts described in each of the categories (i) through (ix) above, "Material Contracts"). All Material Contracts to which Parent ...

Material Contracts. 13 Section 3.10

Material Contracts. (a) Excluding any Contract that is an Excluded Asset or Excluded Liability, Schedule 4.06(a) lists each of the following Contracts to which any Seller or the Purchased Subsidiary is a party or by which it is bound in connection with the Business or the Transferred Assets (collectively, the “Material Contracts”): (i) all Contracts involving aggregate consideration in excess of $150,000 and which, in each case, cannot be cancelled without penalty or without more than ninety (90) days’ notice; (ii) all Contracts that relate to the sale of any of the Transferred Assets for consideration in excess of $150,000, other than customer Contracts incurred in the Ordinary Course of Business; (iii) (A) any material licenses or other rights granted to any Person with respect to Transferred Technology, and (B) all material Intellectual Property Licenses, other than (i) shrink-wrap, click-wrap and off-the-shelf Software licenses, and other licenses of Software that is commercially available to the public generally, with licenses, maintenance, support and other fees of $100,000 or less, and (ii) non-exclusive license agreements entered into in the Ordinary Course of Business, including Existing Contracts (as defined in the Buyer Software License Agreement); (iv) all Contracts that provide for exclusive rights for the benefit of any Third Party, grants “most favored nation” status, contains minimum volume or purchase commitments, or requires a Seller to provide any minimum level of service, in each case which are material to the Business, taken as a whole; (v) other than indemnification of directors, officers or employees of the Business under the applicable Law or the governing documents of Sellers and/or its Affiliates, all Contracts that provide for the indemnification of any Person or the assumption of any Liability of any Person; (vi) all Contracts that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise) within the last two (2) years or that have any surviving obligations; (vii) all material distributor, agency, sales promotion, market research, marketing consulting and advertising Contracts; (viii) all Contracts with any Governmental Authority; (ix) all Contracts that limit or purport to limit the ability of any Seller to compete in any line of business or with any Person or engage in any line of business within any geographic area or acq...

Material Contracts. (a) Section 4.13(a) of the Peabody Disclosure Letter sets forth a correct and complete list as of the date hereof of all of the following types of Contracts used or held for use primarily in or related primarily to the operation or conduct of the Peabody Business that are to be transferred to and assumed by the JV Entities as of the Closing Date and to which Peabody or any of its Affiliates is a party or to which any of the Peabody Contributed Assets or the Peabody Transferred Subsidiaries are subject, in each case other than any Excluded Assets (each, a “Peabody Material Contract”): (i) any loan and credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement pursuant to which any material Indebtedness for borrowed money is outstanding or may be incurred; (ii) any Contract (other than any coal supply agreement, or purchase order or commitment to sell or offer to sell coal) with a remaining term of more than one year from the date hereof which is expected to involve the payment of an amount in excess of $10,000,000 or receipt of an amount in excess of $10,000,000 in the aggregate over the remaining term of such Contract; (iii) any joint venture, partnership or similar organizational Contract involving a sharing of profits or losses related to all or any portion of the Peabody Business; (iv) any Contract granting to any Person an option, right of first offer or right of first refusal to purchase or acquire any Peabody Contributed Asset (other than purchase options for additional coal volumes); (v) any Contract that (A) provides for exclusive rights for the benefit of any third party, (B) grants “most favored nation” status to any third party or (C) requires Peabody or any of its Affiliates to provide any minimum level of service, in each case which (1) are, or in a manner which is, material to the Peabody Business taken as a whole and (2) may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ notice without payment by Peabody or any of its Affiliates of any material penalty; (vi) any Contract that restricts in any material respect the ability of Peabody or its Affiliates (or could restrict in any material respect the ability of the JV Entities) to compete in any business or with any Person in any geographical area and which may not be terminated (including such restrictive provisions) by Peabody or its Affiliates on less than 90 days’ n...

Material Contracts. (a) Except for the contracts described in or filed as an exhibit to the Company SEC Documents, neither Company nor any of its Subsidiaries is a party to or bound by any of the following (together with the foregoing contracts described in or filed as an exhibit to the Company SEC Documents, collectively, the "Material Contracts"): (i) any contract of participation with any other bank in any loan in excess of $500,000 or any sales of assets of Company or its Subsidiaries with recourse of any kind to Company or any of its Subsidiaries except the sale of mortgage loans, servicing rights, repurchase or reverse repurchase agreements, securities or other financial transactions in the ordinary course of business; (ii) any agreement providing for the sale or servicing of any loan or other asset which constitutes a "recourse arrangement" with respect to credit quality under applicable regulation or policy promulgated by a Governmental Entity (except for agreements for the sale of guaranteed portions of loans guaranteed in part by the U.S. Small Business Administration and related servicing agreements); (iii) any contract or agreement for the acquisition of the securities or any material portion of the assets of any other person or entity in each case outside the ordinary course of business; (iv) any contract or agreement for the purchase of materials, supplies, equipment or services involving in the case of any such contract or agreement more than one million dollars ($1,000,000) over the life of the contract; (v) any contract, agreement or instrument that expires or may be renewed at the option of any person other than Company or its Subsidiaries so as to expire more than one year after the date of this Agreement that involve payment of more than one million dollars ($1,000,000) per year; (vi) any material trust indenture, mortgage, promissory note, loan agreement or other contract, agreement or instrument for the borrowing of money, any currency exchange, commodities or other hedging arrangement (other than deposit contracts, Federal Home Loan Bank advances and other agreements entered into in the ordinary course of Company's business) or any leasing transaction of the type required to be capitalized in accordance with generally accepted accounting principles; (vii) any contract or agreement for capital expenditures in excess of one million dollars ($1,000,000) in the aggregate; (viii) any contract or agreement limiting the freedom of Company or any of its Subsidi...

Material Contracts. (a) Section 3.14(a) of the Company Disclosure Schedule lists each of the following types of Contracts to which the Company or any Company Subsidiary is a party as of the date of this Agreement (such Contracts, the “Material Contracts”): (i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) with respect to Company or any Company Subsidiary that has been, or was required to be, filed with the SEC with the Company’s Annual Report on Form 10-K for the year ended July 31, 2014 or any SEC Reports filed after the date of filing of such Form 10-K until the date hereof; (ii) any Contract for the purchase of materials, supplies, goods, services, equipment or other assets providing for annual payments by the Company or any Company Subsidiary of $3,000,000 or more and is not cancelable without penalty or further payment and without more than 120 days’ notice; (iii) any Contract with a customer of the Company or any Company Subsidiary which involves or is reasonably likely to involve annual payments of more than $10,000,000 (it being understood that the Company is not making any representation or warranty as to the actual amount of future payments to be received under any such Contract); (iv) any mortgages, indentures, guarantees, loans or credit agreements, security agreements or other Contracts relating to the borrowing of money or extension of credit of $50,000,000 or more, other than (A) accounts receivable and accounts payable in the ordinary course of business and (B) loans to direct or indirect wholly-owned Company Subsidiaries; (v) with respect to a joint venture, partnership or other similar arrangement that is material to the business of the Company and the Company Subsidiaries, taken as a whole, any Contract that relates to the formation, creation, governance or control of, or the economic rights or obligations of the Company or any of the Company Subsidiaries in, any such joint venture, partnership or other similar arrangement; (vi) any Contract containing any covenant materially limiting the right of the Company or any Company Subsidiary to engage in any line of business or to compete with any person in any line of business; (vii) any Contract containing a “most favored nation” clause or other term providing preferential pricing or treatment to a third party that is not cancelable without penalty or further payment and without more than 120 days’ notice; (viii) any Contract that grants any right of first refu...

Material Contracts. Perform and observe all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so, except, in any case, where the failure to do so, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.