Material Contracts Sample Clauses
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Material Contracts. (a) Except for this Agreement, as of the date hereof, neither the Company nor any of its Subsidiaries is a party to or bound by any agreement, lease, easement, license, contract, note, mortgage, indenture or other legally binding obligation (“Contract”) that:
(i) would be required to be filed by the Company as a “material contract” (as such term is defined in item 601(b)(10) of Regulation S-K of the SEC);
(ii) includes any continuing or other contingent payment obligations (including any “earn-out” or indemnification obligations) arising in connection with the acquisition or disposition by the Company or any of its Subsidiaries of any business which payment obligations are or would reasonably be expected to be material to the Company;
(iii) (A) limits in any material respect either the type of business in which the Company or its Subsidiaries (or in which Parent or any of its Subsidiaries after the Effective Time) may engage or the manner or locations in which any of them may so engage in any business (including through “non-competition” or “exclusivity” provisions), (B) would require the disposition of any material assets or line of business of the Company or its Subsidiaries or, after the Effective Time, Parent or its Subsidiaries or (C) grants “most favored nation” status with respect to any material obligations that, after the Effective Time, would apply to Parent or any of its Subsidiaries, including the Company and its Subsidiaries;
(iv) (A) is an indenture, loan or credit Contract, loan note, mortgage Contract or other Contract representing, or any guarantee of, indebtedness for borrowed money of the Company or any Subsidiary of the Company in excess of $100 million or (B) is a guarantee by the Company or any of its Subsidiaries of such indebtedness of any person other than the Company or a wholly-owned Subsidiary of the Company in excess of $100 million;
(v) grants (A) rights of first refusal, rights of first negotiation or similar pre-emptive rights, or (B) puts, calls or similar rights, to any person (other than the Company, a wholly-owned Subsidiary of the Company or a wholly-owned Subsidiary of the MLP) with respect to any asset that is material to the Company;
(vi) was entered into to settle any material litigation and which imposes material ongoing obligations on the Company or any of its Subsidiaries;
(vii) limits or restricts the ability of the Company or any of its Subsidiaries to declare or pay dividends or make distributions in respect o...
Material Contracts. (a) Except as disclosed in Schedule 3.11, as of the date hereof, neither ASFC nor any of its Subsidiaries is a party to or bound by:
(i) any lease of real property where any of ASFC or its Subsidiaries are tenants (A) providing for annual base rentals of $1,000,000 or more, (B) expiring after December 31, 2002 or (C) where ASFC or any of its Affiliates holds an equity interest in such real property;
(ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets, including any license for Software, that provides for either (A) annual payments by ASFC or any Subsidiary of ASFC of $1,000,000 or more or (B) aggregate required payments by ASFC or any Subsidiary of ASFC of $5,000,000 or more;
(iii) any limited partnership, joint venture or other unincorporated business organization or similar arrangement or agreement in which ASFC or any Subsidiary of ASFC serves as a general partner or otherwise has unlimited liability;
(iv) any agreement relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise);
(v) any agreement relating to indebtedness for borrowed money or any guarantee or similar agreement or arrangement relating thereto, other than (A) any guarantees issued in the ordinary course of the surety business of ASFC and its Subsidiaries consistent with past practice and (B) any such agreement with, or relating to, an aggregate outstanding principal amount or guaranteed obligation not exceeding $10,000,000;
(vi) any license, franchise or similar agreement material to ASFC and its Subsidiaries, taken as a whole;
(vii) any agency, dealer, sales representative, marketing or other similar agreement material to ASFC and its Subsidiaries, taken as a whole;
(viii) any agreement that restricts or prohibits ASFC or any Subsidiary of ASFC from competing with any Person in any line of business or from competing in, engaging in or entering into any line of business in any area and which would so restrict or prohibit ASFC or any Subsidiary of ASFC after the Closing Date;
(ix) any reinsurance treaty or any facultative reinsurance contract (in each case applicable to insurance in force), other than any such treaty or contract entered into in the ordinary course of business consistent with past practice;
(x) any material agreement containing "change in control" or similar provisions relating to change in control of ASFC or any of its Subsidiaries;
(xi) any "stop loss" agreem...
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) For all purposes of and under this Agreement, a “Material Contract” of the Company or any Subsidiary shall mean:
(i) any “material contract” listed as an exhibit to the Company’s annual report on Form 20-F for the year ending December 31, 2014;
(ii) any Contract with a natural person either as an employee or an independent contractor (in each case, under which the Company or any of its Subsidiaries has continuing obligations as of the date hereof) that carries an aggregate annual base salary in excess of $150,000 per annum (excluding Contracts for “at-will” relationships or that are terminable by the Company or the applicable Subsidiary at its discretion, by notice of not more than 90 days for a cost of less than $150,000);
(iii) any currently effective severance, termination, golden parachute, change-of-control or similar agreement with any current director or officer of the Company or any of its Subsidiaries;
(iv) any Contract relating to the sale, issuance, grant, exercise, award, purchase, repurchase or redemption of any of the Company’s share capital or other securities or any options, warrants or other rights to purchase or otherwise acquire any Company Shares, other securities or options, warrants or other rights therefor, except for those Contracts conforming to the standard Contract under a Company Plan;
(v) collective bargaining agreement or similar material Contract with any labor organization, council, union or association;
(vi) Contract with (A) any current officer or director of the Company or any of their immediate family members (other than any Employee Plans), or (B) any “controlling shareholder” of the Company (as defined in the ICL);
(vii) any customer, client, sales representative, distributor, agent, manufacturer or supply Contract that involves consideration in fiscal year 2014 in excess of $750,000 other than purchase orders entered into in the ordinary course of business consistent with past practice;
(viii) any Contract providing for (x) Governmental Grants from the OCS or any other Israeli Governmental Authority, which Governmental Grant is extended to support the Company's research and development operations, or (y) material Governmental Grants from any other Governmental Authority;
(ix) any Contract with a Governmental Authority that involves consideration in fiscal year 2014 in excess of $300,000;
(x) any Contract to which the Company or any of its Subsidiaries is a party that (A) contains any covenant by the Company or any...
Material Contracts. (a) Except for this Agreement and the other Transaction Agreements, as of the date hereof, none of Company T or its Subsidiaries is a party to nor are any of Company T’s or its Subsidiaries’ properties or assets bound by:
(i) any Contract that would be required to be filed or furnished by Company T pursuant to Item 19 and paragraph 4 of the Instructions to Exhibits of Form 20-F under the Exchange Act;
(ii) any Contract granting a right of first refusal, first offer or first negotiation;
(iii) any Contract relating to the formation, creation, operation, management or control of a partnership, joint venture, limited liability company or similar arrangement;
(iv) any Contract for the acquisition, sale or lease (including leases in connection with financing transactions) of material properties or assets of Company T (by merger, purchase or sale of assets or stock or otherwise);
(v) any Contract with any Governmental Entity;
(vi) any Contract involving the payment or receipt of amounts by Company T or its Subsidiaries, or relating to indebtedness for borrowed money or any financial guaranty, of more than US$4,000,000;
(vii) any non-competition Contract or other Contract that purports to limit, curtail or restrict in any material respect the ability of Company T or any of its Subsidiaries to compete in any geographic area, industry or line of business;
(viii) any Contract that contains a put, call or similar right pursuant to which Company T or any of its Subsidiaries could be required to purchase or sell, as applicable, any equity interests of any Person;
(ix) any Contract that contains restrictions with respect to (A) payment of dividends or any distribution with respect to equity interests of Company T or any of its Subsidiaries, (B) pledging of share capital of Company T or any of its Subsidiaries or (C) issuance of guaranty by Company T or any of its Subsidiaries; or
(x) any material Company T IP Agreements other than agreements for Off-the-Shelf Software and UGC Agreements (all such Contracts described in clauses (i) through (x), and any Company T VIE Contracts, collectively, the “Company T Material Contracts”).
Material Contracts. 22 SECTION 3.13
Material Contracts. (a) Schedule 5.12(a) lists each Contract to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries, or any of their assets, is bound, except for non-customer Contracts pursuant to which the obligations, of either party thereto are, or are contemplated to be, $50,000.00 or less (each, a “Material Contract”), including without limitation the following Material Contracts:
(i) Contracts with any Affiliate, Employee, current or former officer or director of the Company or any Subsidiary or any of their Affiliates;
(ii) Collective bargaining agreements or other Contracts with any labor union or association representing any Employees;
(iii) Bonus, pension, profit sharing, retirement or other forms of deferred compensation plans;
(iv) Stock purchase, stock option or any other similar plans;
(v) Contracts relating to incurrence of Indebtedness, the making of any loans, Hedging Arrangements or otherwise placing an Encumbrance on any portion of the assets of the Company or its Subsidiaries;
(vi) Contracts related to the guaranty of any obligation of any third Person by the Company or its Subsidiaries;
(vii) Contacts or purchase orders for capital expenditures or the acquisition or construction of fixed assets which involve the expenditure of more than $50,000.00;
(viii) Contracts granting any Person (other then Acquiror) an option or a first offer, first refusal or similar right to purchase or acquire any asset of the Company or its Subsidiaries;
(ix) Contracts relating to the lease of any real or personal property, including without limitation any mineral leases;
(x) Contracts that create a partnership, joint venture or similar arrangement;
(xi) Contracts that limit the freedom of the Company or any Subsidiary to compete in any line of business or with any Person in any area;
(xii) Contracts (other than Contracts made in the Ordinary Course of Business) which involve the expenditure of more than $50,000.00 in the aggregate or require performance by any party more than one year from the date hereof that, in either case, are not terminable by the Company without penalty on notice of 180 days or less;
(xiii) Contracts (other than the Option and Support Agreements) relating to the voting or any rights or obligations of any Shareholder;
(xiv) Contracts regarding the acquisition, issuance or transfer of any shares of capital stock or other securities of the Company or any Subsidiary, including without limitation any restri...
Material Contracts. (a) Set forth in Section 5.10.2(1) of the Disclosure Schedule is a true and correct list, as of the date of this Agreement, of Contracts of the following types under which, as of the date of this Agreement, any obligation or liability exists (but excluding any Assumed Reinsurance Agreements, Ceded Reinsurance Agreements, Direct Insurance Agreements or Reinsurance Pools) and to which, at the date of this Agreement, any Acquired Company is a party (each, a “Material Contract”):
(i) a Contract with any managing general agent, agent, reinsurance intermediary, claims adjuster or claims administrator or broker of an Acquired Company pursuant to which such party received compensation or commissions of (x) SEK 8,000,000 (or its foreign currency equivalent) or more in the fiscal year ended December 31, 2002 or (y) SEK 4,000,000 (or its foreign currency equivalent) in the period from January 1, 2003 to June 30, 2003 or (z) to whom any underwriting or claims settlement authority is delegated;
(ii) a Contract: (x) containing a provision limiting the ability of any Acquired Company to engage in any line of insurance or reinsurance business in any geographical area or to compete with any Person; or (y) providing for “exclusivity” as a result of which any Acquired Company is restricted with respect to distribution and marketing;
(iii) a Contract which is otherwise required to be disclosed under this Section 5.10.2 and pursuant to which the consummation of any of the transactions contemplated hereby or the execution and delivery, performance or effectiveness of this Agreement will conflict with, result in a violation or breach of, or constitute a default under (with or without notice or lapse of time or both), or give rise under such Contract to any right of, or result in, a termination, right of first refusal, amendment, revocation, cancellation or acceleration, or loss of material benefit, or to increased, additional or accelerated rights or entitlements of any Person;
(iv) a Contract preventing the solicitation for employment of third parties by the applicable Acquired Company;
(v) a “standstill” Contract prohibiting an Acquired Company from acquiring the assets or securities of any person;
(vi) a partnership, joint venture, shareholders or other similar Contract with any Person;
(vii) all Contracts relating to the borrowing of money or the deferred purchase price of Property in an amount in excess of SEK 4,000,000 (or its foreign currency equivalent) (other than repur...
Material Contracts. (a) Set forth in Section 3.18(a) of the Company Disclosure Letter is a list of the following Contracts to which the Company or any Company Subsidiary is a party or by which it is bound as of the date hereof (each such Contract, whether or not set forth in such section of the Company Disclosure Letter, a “Material Contract”):
(i) employment Contract (other than ordinary course employment contracts with employees located in Europe), severance Contract, change of control Contract or any employee collective bargaining agreement or other Contract with any labor union;
(ii) Contract not to compete or otherwise restricting in any material respect the development, manufacture, marketing, distribution or sale of any products or services (including any Contract that requires the Company or any of the Company Subsidiaries to work exclusively with any Person in any particular area) or any other similar limitation on the ability of the Company or any of the Company Subsidiaries to transact or compete in any line of business, in any therapeutic area, with any Person, in any geographic area or during any period of time;
(iii) Contract containing any provision that applies to or restricts the operations or business of any Affiliate of the Company (other than any of the Company Subsidiaries) in a manner described in Section 3.18(a)(ii);
(iv) Contract with (A) any Affiliate of the Company, other than any of the Company Subsidiaries, or any officer or director, (B) any current holder of capital stock of the Company or any Affiliate (other than any director, officer or employee or former employee holding incentive awards under any Stock Plan) or (C) any director or officer of the Company or a Company Subsidiary (other than any Contracts of the type described in Section 3.18(a)(i) or indemnification agreements) thereof;
(v) each lease, license, sublease or other occupancy right or similar Contract with any Person (together with any amendments or supplements thereto) (each, a “Lease”) under which the Company or any of the Company Subsidiaries are a lessee, lessor or sublessor of, or makes available for use, to any Person (other than the Company) any real property or any portion or any premises otherwise occupied by or owned by the Company or any of the Company Subsidiaries;
(vi) Contract (A) requiring or otherwise involving the potential payment by or to the Company or any of the Company Subsidiaries of more than an aggregate of $1,000,000, (B) in which the Company or any of th...
Material Contracts. (a) Company Disclosure Schedule 4.13(a) sets forth, by reference to the applicable subsection of this Section 4.13(a), all of the following Contracts to which the Company is a party or by which it or its assets or properties are bound (collectively, the “Material Contracts”):
(i) Contracts with any current or former officer, director, member or Affiliate of the Company;
(ii) Contracts with any labor union or association representing any Employee of the Company;
(iii) Contracts for the sale of any of the assets of the Company other than in the Ordinary Course of Business or for the grant to any Person of any preferential rights to purchase any of its assets;
(iv) Contracts for joint ventures, strategic alliances, partnerships, or sharing of profits or proprietary information;
(v) Contracts containing covenants of the Company not to compete in any line of business or with any Person in any geographical area or not to solicit or hire any Person with respect to employment or covenants of any other Person not to compete with the Company in any line of business or in any geographical area or not to solicit or hire any Person with respect to employment;
(vi) Contracts relating to the acquisition (by merger, purchase of stock or assets or otherwise) by the Company of any operating business or material assets or the capital stock of any other Person;
(vii) Contracts relating to the incurrence, assumption or guarantee of any Indebtedness or imposing a Lien on any of the assets of the Company, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements;
(viii) each purchase Contract giving rise to Liabilities of the Company in excess of $25,000;
(ix) each Contract providing for payments by or to the Company in excess of $25,000 in any fiscal year or $50,000 in the aggregate during the term thereof;
(x) all Contracts obligating the Company to provide or obtain products or services for a period of one year or more or requiring the Company to purchase or sell a stated portion of its requirements or outputs;
(xi) Contracts under which the Company has made advances or loans to any other Person, except advances to Employees of the Company in the Ordinary Course of Business;
(xii) Contracts providing for severance, retention, change in control or other similar ...