Material Contracts Sample Clauses
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Material Contracts. (a) All Contracts of the types referred to in clauses (i) through (v) below to which Parent, Merger Sub, GP Merger Sub or any of their Subsidiaries is a party to or bound by are referred to herein as “Parent Material Contracts.”
(i) any “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC);
(ii) any Contract that (A) expressly imposes any material restriction on the right or ability of Parent or any of its Subsidiaries to compete with any other Person or acquire or dispose of the securities of any other Person or (B) contains an exclusivity or “most favored nation” clause that restricts the business of Parent or any of its Subsidiaries in a material manner;
(iii) any mortgage, note, debenture, indenture, security agreement, guaranty, pledge or other agreement or instrument evidencing indebtedness for borrowed money or any guarantee of such indebtedness for borrowed money of Parent or any of its Subsidiaries in an amount in excess of $25.0 million, other than such indebtedness for borrowed money among Parent and its wholly owned Subsidiaries;
(iv) any joint venture, partnership or limited liability company agreement or other similar Contract relating to the formation, creation, operation, management or control of any joint venture, partnership or limited liability company, other than any such Contract solely between Parent and its Subsidiaries or among Parent’s Subsidiaries; or
(v) any Contract expressly limiting or restricting the ability of Parent or any of its Subsidiaries to make distributions or declare or pay dividends in respect of their Equity Interests. Except for this Agreement, the Contracts filed as exhibits to the Parent SEC Documents as of the date of this Agreement, and any Contract that constitutes a Parent Material Contract under Section 4.19(a)(ii) as a result of dedication or delivery point requirements in such Contract, the Material Contracts are set forth in Section 4.19 of the Parent Disclosure Schedule.
(b) Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect, (i) neither Parent nor any Subsidiary of Parent is in breach of or default under the terms of any Parent Material Contract, (ii) no other party to any Parent Material Contract, to the Knowledge of Parent, is in breach of or default under the terms of any Parent Material Contract, (iii) each Parent Material Contract is a valid and binding obligation of Parent or the Subsidiary of Parent that is party ...
Material Contracts. (a) Except as disclosed on Schedule 3.11, and except, in the case of Section 3.11(a)(i), (ii) and (vii), for any agreements that are terminable on not more than 60 days notice and without the payment of any penalty by, or any other material consequence to, the Company or any Subsidiary, neither the Company nor any Subsidiary, to the best of their knowledge, is a party to or bound by:
(i) any lease not made in the ordinary course of business which involves payments of more than $150,000 per year or extends beyond December 31, 1999;
(ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets not made in the ordinary course of business which individually does not exceed $250,000;
(iii) any agreement relating to indebtedness for borrowed money or the deferred purchase price of property (in either case, whether incurred, assumed, guaranteed or secured by any asset), except any such agreement entered into in the ordinary course of business with an aggregate outstanding principal amount not exceeding $25,000;
(iv) any material partnership, joint venture or other similar agreement or arrangement;
(v) any material agency, dealer, sales representative, marketing or other similar agreement not made in the ordinary course of business;
(vi) any material agreement or arrangement with Seller or any of its Affiliates; or
(vii) any other agreement not made in the ordinary course of business that is material to the Company and the Subsidiaries taken as a whole.
(b) Except for agreements which are disclosed as terminable on Schedule 3.11, each agreement disclosed in any Schedule to this Agreement to which the Company or any Subsidiary is a party is a valid and binding agreement of the Company or a Subsidiary, as the case may be, and is in full force and effect, and neither the Company nor any Subsidiary is, nor to the knowledge of Seller is any other party thereto, in default or breach in any material respect under the terms of any such agreement, except for such defaults or breaches which would not reasonably be expected to have a Material Adverse Effect or a Chubb Securities Material Adverse Effect.
Material Contracts. (a) Section 3.13(a) of the Company Disclosure Schedule contains a listing of all Contracts described in clauses (i) through (xiii) below to which, as of the date of this Agreement, the Company or its Subsidiaries is a party or by which they are bound, other than a Company Benefit Plan, and that are not expired or have not been terminated and not including any Contracts pursuant to which the Company has with no material outstanding or executory obligations or Liabilities (such Contracts as are required to be set forth on Section 3.13(a) of the Company Disclosure Schedule, the “Material Contracts”). True, correct and complete copies of the Contracts listed on Section 3.13(a) of the Company Disclosure Schedule have previously been made available to Parent or its agents or representatives, together with all amendments thereto):
(i) any Contract relating to Indebtedness for borrowed money of the Company or its Subsidiaries or to the placing of a Lien (other than a Permitted Lien) on any material assets or properties of the Company or its Subsidiaries;
(ii) any Contract under which the Company or its Subsidiaries is lessee of or holds or operates, in each case, any tangible property (other than real property), owned by any other Person, except for any lease or agreement under which the aggregate annual rental payments do not exceed $500,000;
(iii) any Contract under which the Company or its Subsidiaries is lessor of or permits any third party to hold or operate, in each case, any tangible property (other than real property), owned or controlled by the Company or its Subsidiaries, except for any lease or agreement under which the aggregate annual rental payments do not exceed $200,000;
(iv) any (A) joint venture, profit-sharing, partnership, collaboration, co-promotion, commercialization or research or development Contract, or similar Contract, in each case, which requires, or would reasonably be expected to require (based on any occurrence, development, activity or event contemplated by such Contract), aggregate payments to or from the Company or its Subsidiaries in excess of $1,000,000 over the life of the Contract or (B) other Contract with respect to material Company Licensed Intellectual Property (other than any Non-Scheduled Contracts);
(v) any Contract that (A) limits or purports to limit, in any material respect, the freedom of the Company or its Subsidiaries to engage or compete in any line of business or with any Person or in any area or that would so l...
Material Contracts. (a) Section 3.9(a) of the Company Disclosure Letter sets forth a complete and correct list as of the date of this Agreement, excluding any Contract that (x) is or relates to a Company Plan, (y) relates exclusively to the BBGS Business or (z) is filed as an exhibit to any Company SEC Document, of each Contract described in this Section 3.9(a) under which the Company or any of its Subsidiaries has any current or future rights, obligations or liabilities or to which the Company or any of its Subsidiaries or any of their respective properties or assets is subject:
(i) Contract (other than this Agreement) that is required to be filed by the Company as a material contract pursuant to Item 601(b)(10) of Regulation S-K of the SEC but is not so filed;
(ii) indenture, credit agreement, loan agreement, security agreement, guarantee, note, mortgage or other evidence of Indebtedness or agreement providing for Indebtedness in excess of $100,000;
(iii) Contract (other than this Agreement) for the sale of any of its assets after the date hereof (other than sales of inventory, product or obsolete equipment in the ordinary course of business consistent with past practice);
(iv) settlement agreement or similar Contract with a Governmental Entity (A) involving future performance by the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) or (B) that restricts in any respect the operations or conduct of the Company or any of its Subsidiaries or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time), in any such case, which is material to the Company and its Subsidiaries, taken as a whole;
(v) any Contract containing covenants binding upon the Company, any of its Subsidiaries, or any of their respective Affiliates (including Parent and its Affiliates after the Effective Time) that materially restricts the ability of the Company or any of its Subsidiaries or such Affiliate to compete in any business, or with any Person or in any geographic area, except for any such Contract that may be canceled without penalty by the Company or any of its Subsidiaries upon notice of 60 days or less;
(vi) any Contract with respect to a joint venture or partnership formed under the laws of any applicable jurisdiction;
(vii) any Contract that would prevent or materially delay the Company from performing its obligations under this Agreement in any material respect;
(viii) any...
Material Contracts. (a) Section 4.16(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of:
(i) Each merger, business combination, acquisition, purchase, sale or divestiture contract that contains representations, covenants, indemnities or other obligations (including “earnout” or other contingent payment obligations) that would reasonably be expected to result in the receipt of or making of future payments in excess of $100,000;
(ii) each contract that grants any right of first refusal or right of first offer or that limits the ability of the Company, any Subsidiary of the Company or any of their respective Affiliates to own, operate, sell, transfer, pledge or otherwise dispose of any businesses, securities or assets (other than provisions requiring notice of or consent to assignment by any counterparty thereto);
(iii) each contract relating to outstanding Indebtedness (or commitments or guarantees in respect thereof) of the Company or any of its Subsidiaries (whether incurred, assumed, guaranteed or secured by any asset) in excess of $50,000;
(iv) each employment contract to which the Company or a Subsidiary of the Company is a party other than employment contracts that can be terminated at any time with less than two days’ notice and without financial liability to the Company or any of its Subsidiaries;
(v) each contract containing any non-compete, non-solicit, exclusivity or similar type of provision that materially restricts the ability of the Company or any of its Subsidiaries (including Parent upon consummation of the Transactions) to compete or otherwise engage in any line of business or with any Person or geographic area;
(vi) each contract pursuant to which the Company or any Subsidiary of the Company may be obligated to issue or repurchase any Company Capital Stock or any capital stock or other equity interests in any Subsidiary of the Company (including the Company Warrants and the Company Convertible Notes);
(vii) each partnership, joint venture, limited liability company, grantor trust, strategic alliance agreement or other similar agreement to which the Company or a Subsidiary of the Company is a party (other than any such agreement solely between or among the Company and its wholly-owned Subsidiaries);
(viii) each contract between or among the Company or any Subsidiary of the Company, on the one hand, and any officer, director or Affiliate (other than a wholly-owned Subsidiary of the Company) of the Compa...
Material Contracts. (a) Section 4.21(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a correct and complete list of each of the following types of Contracts to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets is bound:
(i) each Contract that (A) limits or restricts in any material respect the Company and its Subsidiaries from competing in any line of business with any Person in any geographic region or (B) contains exclusivity obligations or restrictions binding on, and material to, the Company and its Subsidiaries, taken as a whole;
(ii) each Contract that is a joint venture or partnership agreement that is material to the Company and its Subsidiaries, taken as a whole;
(iii) each Contract that is a loan, guarantee of indebtedness or credit agreement, note, bond, mortgage, indenture or other binding commitment (other than letters of credit and those between the Company and its wholly owned Subsidiaries) relating to indebtedness for borrowed money in an amount in excess of $1,000,000;
(iv) each Contract with respect to an interest, rate, currency or other swap or derivative transaction (other than those between the Company and its Subsidiaries) with a fair value in excess of $1,000,000;
(v) each Contract that is an acquisition agreement or a divestiture agreement pursuant to which (A) the Company reasonably expects that it is required to pay total consideration (including assumption of debt) after the date of this Agreement to be in excess of $1,000,000 or (B) any other Person has the right to acquire any assets of the Company or any of its Subsidiaries after the date of this Agreement with a fair market value or purchase price of more than $1,000,000, excluding, in each case, (x) acquisitions or dispositions of supplies, inventory or products in connection with the conduct of the Company’s and its Subsidiaries’ business or (y) of supplies, inventory, products, equipment, properties or other assets that are obsolete, worn out, surplus or no longer used or useful in the conduct of business of the Company or its Subsidiaries;
(vi) each Contract pursuant to which the Company or any of its Subsidiaries has continuing “earn-out” or similar obligations that could result in payments in excess of $1,000,000 in the aggregate;
(vii) each “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K under the Securities Act), whether or not filed by the Company with the ...
Material Contracts. Section 3.10 of the Disclosure Schedule contains a list of the following types of Contracts (and each amendment or modification thereto) to which any Target Company is a party, or by which such Target Company or its properties or assets are bound, as of the date of this Agreement (such Contracts, together with the Intellectual Property Licenses, each, a “Material Contract”):
(a) Other than Contracts with Material Suppliers and Contracts with Material Customers, Contracts pursuant to which any Target Company (i) made payments to any third party in the twelve (12) month period prior to the date hereof, in excess of $500,000; or (ii) received payments from any third party in the twelve (12) month prior to the date hereof, in excess of $500,000;
(b) collective bargaining agreements and any other contracts with any labor unions;
(c) Contracts (other than Benefit Plans) for the employment or engagement of any officer, employee or other Person on a full-time, part-time, consulting, independent contractor or other basis that provide annual cash compensation in excess of $150,000 per year;
(d) Contracts evidencing Indebtedness of the Target Companies in excess of $50,000, including any loan or credit agreements, promissory notes, security agreements, pledge agreements, mortgages, or similar letters of credit, or pursuant to which any Target Company has guaranteed any liabilities or obligations of any of Person;
(e) the Leases;
(f) Contracts with Material Suppliers;
(g) Contracts with Material Customers;
(h) Contracts containing any covenant of a Target Company that restricts a Target Company or any of its Affiliates from (i) engaging in any line of business or geographic region with any Person, (ii) soliciting any customers, suppliers, employees or contractors of any other Person, or (iii) competing with any Person;
(i) Contracts that contain or provide for “most favored nations” terms;
(j) Contracts with any Governmental Authority;
(k) Contracts entered into in connection with any merger, consolidation or other business combination, or with respect to the acquisition or disposition of any business, assets or securities, or any equity or debt investment in or any loan to any Person; provided, that the foregoing shall not apply to non-disclosure agreements entered into in connection therewith (other than sales of assets in the ordinary course of business);
(l) Contracts providing for the settlement of any material Proceeding;
(m) limited liability company agreements...
Material Contracts. Section 3.20
Material Contracts. (a) Except for contracts (including all amendments and modifications thereto) filed as exhibits to the Company SEC Documents, Schedule 3.18(a) of the Company Disclosure Schedules, sets forth a complete and accurate list as of the date of this Agreement of:
(i) any contract that is required to be filed as an exhibit to a report or filing under the Securities Act or the Exchange Act;
(ii) any contract that involves annual payments or consideration from the Company or any of its subsidiaries of more than $1,000,000 during any twelve (12) month period and is not terminable by the Company or its subsidiary on 90 (or fewer) days’ notice without penalty;
(iii) any contract that contains any covenant restricting the ability of the Company or any of its subsidiaries or affiliates (including Parent after the Merger Closing) to: (x) conduct or compete in any material line of business, (y) compete with any person or (z) operate in any geographic area;
(iv) any contract granting to any person (other than the Company or any of its subsidiaries) “most favored nation” pricing provisions;
(v) any contract that provides for “exclusivity,” rights of first refusal, rights of first negotiation or any similar requirement in favor of any person (other than the Company or any of its subsidiaries);
(vi) any contract relating to any joint venture, partnership, strategic alliance, or other similar agreements to which the Company or any of its subsidiaries is a party;
(vii) any loan agreement, credit agreement, note, debenture, bond, mortgage, guarantee, indenture or other contract (collectively, “debt obligations”) pursuant to which any indebtedness of the Company or any of its subsidiaries in excess of $1,000,000 is outstanding or may be incurred and all guarantees of or by the Company or any of its subsidiaries of debt obligations of any other person, including the respective aggregate principal amounts outstanding as of the date of this Agreement;
(viii) any contract with or with respect to a labor union, guild or other employee representative (including any collective bargaining agreement or works council agreement);
(ix) any contract that requires a consent to or otherwise contains a provision relating to a change of control, or that would or could reasonably be expected to prevent, delay or impair the consummation of the transactions contemplated herein, including the Merger;
(x) any contract requiring or otherwise relating to any future capital expenditures by the Company or ...
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.