Material Contracts Sample Clauses
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Material Contracts. (a) Except for contracts listed in Section 4.12(a) of the Company Disclosure Letter or filed as exhibits to the Company SEC Filings, as of the date of this Agreement, neither the Company nor any Company Subsidiary is a party to or bound by any contract that, as of the date hereof:
(i) is required to be filed as an exhibit to the Company’s Annual Report on Form 10-K pursuant to Item 601(b)(2), (4), (9) or (10) of Regulation S-K promulgated by the SEC;
(ii) obligates the Company or any Company Subsidiary to make non-contingent aggregate annual expenditures (other than principal and/or interest payments or the deposit of other reserves with respect to debt obligations) in excess of $250,000 and is not cancelable within ninety (90) days without material penalty to the Company or any Company Subsidiary, except for any Company Lease or any ground lease affecting any Company Property;
(iii) contains any non-compete or exclusivity provisions with respect to any line of business or geographic area that restricts the business of the Company or any Company Subsidiary, or that otherwise restricts the lines of business conducted by the Company or any Company Subsidiary or the geographic area in which the Company or any Company Subsidiary may conduct business;
(iv) other than the Company Charter and the Company Bylaws, is an agreement which obligates the Company or any Company Subsidiary to indemnify any past or present directors, officers, trustees, employees and agents of the Company or any Company Subsidiary pursuant to which the Company or any Company Subsidiary is the indemnitor;
(v) constitutes an Indebtedness obligation of the Company or any Company Subsidiary with a principal amount as of the date hereof greater than $1,000,000;
(vi) would prohibit or materially delay the consummation of the Merger as contemplated by this Agreement;
(vii) requires the Company or any Company Subsidiary to dispose of or acquire assets or properties (other than in connection with the expiration of a Company Lease, including without limitation a ground lease affecting a Company Property) with a fair market value in excess of $1,000,000, or involves any pending or contemplated merger, consolidation or similar business combination transaction, except for any Company Lease, including without limitation a ground lease affecting a Company Property;
(viii) constitutes an interest rate cap, interest rate collar, interest rate swap or other contract or agreement relating to a hedging transa...
Material Contracts. (a) As of the date hereof, neither the Company nor any Subsidiary is a party to or bound by:
(i) any lease (whether of real or personal property) providing for annual rentals of $500,000 or more;
(ii) any agreement for the purchase of materials, supplies, goods, services, equipment or other assets providing for either (A) annual payments by the Company and the Subsidiaries of $500,000 or more or (B) aggregate payments by the Company and the Subsidiaries of $1,000,000 or more;
(iii) any sales, distribution or other similar agreement providing for the sale by the Company or any Subsidiary of materials, supplies, goods, services, equipment or other assets that provides for either (A) annual payments to the Company and the Subsidiaries of $2,000,000 or more or (B) aggregate payments to the Company and the Subsidiaries of $5,000,000 or more;
(iv) any partnership, joint venture or other similar agreement or arrangement;
(v) any agreement relating to the disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) owned by the Company or any of its Subsidiaries;
(vi) any agreement relating to the acquisition of any business (whether by merger, sale of stock, sale of assets or otherwise) (A) entered into since January 1, 2010 or (B) that contains any outstanding non-competition, earn-out or other contingent payment obligations or any other outstanding obligation of the Company or any of its Subsidiaries;
(vii) 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 with an aggregate outstanding principal amount not exceeding $500,000 and which may be prepaid on not more than 30 days’ notice without the payment of any penalty;
(viii) any agreement pursuant to which the Company or any of its Subsidiaries is granted rights (including any covenant not to assert) with respect to any material Intellectual Property (other than licenses of unmodified commercially available off-the-shelf software);
(ix) any agreement pursuant to which the Company or any of its Subsidiaries grants rights (including any covenant not to assert) with respect to any material Intellectual Property owned by or licensed to the Company or any of its Subsidiaries (including any agreement that would encumber or purport to encumber any Intellectual Property owned by or exclusively licensed to any Affiliate of the Company ...
Material Contracts. (a) As of the date of this Agreement, Schedule 4.11(a) of Seller’s Disclosure Schedules lists each of the following Contracts of the Companies and the Transferred Subsidiaries (collectively, “Material Contracts”):
(i) Any Contract relating to any Indebtedness for borrowed money in excess of $7,500,000;
(ii) Any written employment, severance, termination, employee-like consulting or retirement Contract for any Employee providing for annual compensation in excess of $375,000 (excluding discretionary bonuses) or with respect to the employment of, severance, retention or payment to, any of its directors and executive officers;
(iii) Any Contract entered into within the last three years relating to the acquisition or disposition of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) contemplating an exchange of value in excess of $3,750,000;
(iv) Any Contract that limits or purports to limit the manner in which, the duration for which or the localities in which its business is or could be conducted or the types of business that it conducts or may conduct other than pursuant to engagement letters entered into in the ordinary course of business;
(v) Any material Contract pursuant to which (1) the Companies or the Transferred Subsidiaries grant a license to Intellectual Property owned by the Companies or their respective Subsidiaries to a third party or (2) the Companies or the Transferred Subsidiaries license Intellectual Property from a third party (other than licenses for commercial “off-the-shelf” or “shrink-wrap” software);
(vi) Any Contract relating to the settlement of any Action within the past three years with any Governmental Authority (regardless of amount);
(vii) Any Contract containing a covenant not to compete;
(viii) Any Contract with any Affiliate of Seller (other than the Companies or the Transferred Subsidiaries) involving any amount or obligation in excess of $1,000,000;
(ix) Any Contract (including any so-called take-or-pay or keepwell agreements) under which (A) any person has directly or indirectly guaranteed indebtedness, liabilities or obligations of any Company or a Transferred Subsidiary or (B) any Company or a Transferred Subsidiary has directly or indirectly guaranteed indebtedness, liabilities or obligations of any person, (in each case other than endorsements for the purpose of collection in the ordinary course of business), in any such case which, individually, is in excess of $500,000;
(x) Any Cont...
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) Southcross Disclosure Schedule 3.14(a) contains a true and complete listing of the following contracts to which a Holdings Company is a party or to which a Holdings Company or any of their respective assets is bound as of the date hereof (each contract that is described in this Section 3.14(a) being a “Southcross Material Contract”):
(i) any gathering contract, transportation contract, connection contract, processing contract, storage contract, marketing contract or services contract, in each case which Holdings LP reasonably expects to result in future payments by or to any Holdings Company, either annually or in the aggregate, of more than $2,000,000; provided, however, this does not include contracts (A) with a primary term of six months or less or (B) that can be terminated without penalty or future payment (other than previously accrued payment obligations) on less than 90 days’ notice;
(ii) any contract relating to or evidencing Indebtedness (excluding the items listed in (g) of the definition of Indebtedness);
(iii) any contract pursuant to which any of the Holdings Companies have made any outstanding loan, capital contribution or other investment in, or assumed any liability or obligation of, any Person (not including knock-for-knock indemnities or other similar liabilities or obligations), including take-or-pay contracts or keep-whole agreements (which for avoidance of doubt shall not include NAESBs or the related transaction confirmations);
(iv) any contract with any Governmental Authority (excluding any rights-of-ways, easements or similar contracts or Permits);
(v) any contract with any Related Party of a Holdings Company (including, for the avoidance of doubt, any contract between any SXE Company and another Southcross Company that is not a SXE Company, but not including contracts between SXE Companies);
(vi) any (A) employment contract that involves an aggregate future or potential liability in excess of $250,000 or (B) consulting contract that involves an aggregate future or potential liability in excess of $250,000, and that cannot be terminated without penalty or future payment (other than previously accrued payment obligations that are less than $250,000) and without more than 90 days’ notice;
(vii) any contract that limits, or purports to limit, the ability of any of the Holdings Companies to compete in any line of business or with any Person or in any geographic area or during any period of time, or that restricts the right of the H...
Material Contracts. 13 Section 3.10
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) Except for this Agreement, agreements filed as exhibits to the Company SEC Documents or as set forth in Section 3.18 of the Company Disclosure Schedules, neither the Company nor any of its Subsidiaries is a party to or expressly bound by any Contract (excluding any Company Benefit Plan (other than with respect to clause (xiv) and (xv) below) or Lease) that:
(i) would constitute a “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act) with respect to the Company and its Subsidiaries, taken as a whole;
(ii) contains restrictions on the right of the Company or any of its Subsidiaries to engage in activities competitive with any Person or to solicit suppliers anywhere in the world, other than restrictions that are not material to the business of the Company and its Subsidiaries, taken as a whole;
(iii) provides for the formation, creation, operation, management or control of any joint venture or partnership with a third party;
(iv) is an indenture, credit agreement, loan agreement, note, or other Contract providing for indebtedness for borrowed money of the Company or any of its Subsidiaries (other than indebtedness among the Company and/or any of its Subsidiaries) in excess of $10 million;
(v) is a settlement, conciliation or similar Contract that would require the Company or any of its Subsidiaries to pay consideration of more than $5 million after the date of this Agreement or that contains restrictions on the business and operations of the Company and its Subsidiaries that are material to the business of the Company and its Subsidiaries, taken as a whole;
(vi) (A) provides for the acquisition or disposition by the Company or any of its Subsidiaries of any business (whether by merger, sale of stock, sale of assets or otherwise) with a value in excess of $50 million or (B) pursuant to which the Company or any of its Subsidiaries acquired or will acquire any material ownership interest in any other Person or other business enterprise other than any Subsidiary of the Company, in each case, under which the Company or any of its Subsidiaries has obligations remaining to be performed as of the date hereof; Table of Contents
(vii) obligates the Company or any Subsidiary of the Company to make any future capital investment or capital expenditure outside the ordinary course of business and in excess of $5 million;
(viii) prohibits the payment of dividends or distributions in respect of the capital stock of the Co...
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. (i) Except for this Agreement, Section 3.01(o) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, and the Company has made available to Parent true and complete copies of:
(A) each contract, lease, license, note, bond or other agreement (each, a “Contract”) that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act;
(B) each employment, consulting, severance, termination and indemnification Contract between the Company or any of its Subsidiaries and director or officer of the Company or any such Subsidiary or other employee earning cash compensation in excess of $100,000 per year;
(C) each Contract to which the Company or any of its Subsidiaries is a party that (I) materially restricts the ability of the Company or any of its Subsidiaries to compete in any business or with any person in any line of business or to offer, sell, license, supply or distribute any service or product, or (II) grants exclusive rights to any person, except for any such Contract that may be canceled, without material penalty or other liability to the Company or any of its Subsidiaries, upon notice of 90 days or less;
(D) each Contract to which the Company or any of its Subsidiaries is a party that may call for aggregate payments by the Company or any of its Subsidiaries of more than $500,000, except for any such Contract that may be canceled, without material penalty or other liability to the Company or any of its Subsidiaries, upon notice of 90 days or less;
(E) each Contract to which the Company or any of its Subsidiaries is a party that calls for aggregate payments to the Company or any of its Subsidiaries of more than $500,000, provided, that if a Contract does not specify an aggregate amount to be paid to the Company, then such Contract shall be disclosed pursuant to this subparagraph (E) if aggregate payments to the Company pursuant to such Contract over the last 12 months shall have exceeded $500,000; and
(F) each loan and credit agreement, letter of credit, note, debenture, bond, indenture and other similar Contract pursuant to which any indebtedness of the Company or any of its Subsidiaries, in each case in excess of $100,000, is outstanding or may be incurred, other than any such Contract between or among the Company and any of its Subsidiaries. Each Contract of the type described in clause (A) through (F) above is referred to herein ...