Material Contracts and Other Agreements. Lender shall have received and approved true, correct and complete certified copies of each Material Contract, all other operating agreements, service contracts and equipment leases and all permits, licenses and documents pertaining to the Proprietary Rights relating to the Mortgaged Property. Lender shall have received executed estoppel certificates from all Parties to the Material Contracts designated by Lender (and not otherwise addressed in this Section 3.1).
Material Contracts and Other Agreements. Schedule 4.12 sets forth whether written or oral, together with all amendments and modifications thereto, (a) all Contracts whether or not fully performed pursuant to which Seller has acquired, sold or transferred all or any portion of the Business, assets (other than inventory in the ordinary course of business), Properties or equity interests of any Person (including Seller) (whether through purchase, merger, consolidation or otherwise) (the “Acquired Businesses”) which provided for an aggregate purchase price in excess of $75,000; (b) all Contracts containing indemnification provisions or provisions containing covenants not to compete on the part of Seller or which otherwise restricting the ability of Seller in any way to engage in its business; (c) all notes, mortgages, indentures, letters of credit, guarantees, performance bonds and other Contracts for or relating to any lending or Indebtedness (including assumed Indebtedness) entered into by Seller or pursuant to which any Properties are pledged or mortgaged as collateral in an amount in excess of $50,000; (d) any Contract relating to the employment, consulting or severance of any Person, including any present or former director, officer or employee of Seller in an amount in excess of $50,000; (e) each Contract with any Affiliate of Seller in an amount in excess of $50,000; (f) all Contracts for the purchase or sale of goods or services by or from Seller, each of which requires a payment or payments by or to Seller, in the aggregate, of more than $50,000 in any given year; (g) all other Contracts, including real or personal property Leases, involving aggregate payments of more than $50,000 during the term thereof or with a term of more than one (1) year, including all extensions thereof, at the option of any party other than Seller; (h) all Contracts with respect to Intellectual Property; and (i) all other Contracts which are material to Seller or the Business involving more than $50,000, each of the foregoing described under clauses (a) through (i), including each of the same listed on Schedule 4.12, collectively referred to as the “Material Contracts.” Seller is not subject to Contracts with “take or pay” or minimum requirements provisions. With respect to each Material Contract except as set forth on Schedule 4.12, (i) such Material Contract is valid, binding and enforceable against the parties thereto and is in full force and effect and will remain enforceable in such manner and be in full force ...
Material Contracts and Other Agreements. The Company Disclosure Statement sets forth a complete and accurate list of the following contracts and commitments to which the Company or any Subsidiary is a party or by which any of their respective properties are bound: (a) collective bargaining agreements and contracts with any labor union; (b) employment or consulting agreements or any agreements providing for severance, termination or similar payments; (c) leases, whether as lessor or lessee, involving personal property with annual rental payments in excess of $50,000; (d) loan agreements, mortgages, indentures, instruments or other evidence of indebtedness or commitments (other than letters of credit issued in the ordinary course of business pursuant to existing credit agreements in respect of inventory purchases) in each case involving indebtedness (or available credit) for borrowed money or money lent to others; (e) guaranty or suretyship, performance bond, indemnification or contribution agreements; (f) written contracts with customers or suppliers that require aggregate payments to or from the Company or its Subsidiaries of more than $50,000 in any one-year period, other than contracts issued in the ordinary and usual course of business or terminable with 30 days or less notice without premium or penalty; (g) joint venture, partnership, or other agreements evidencing an ownership interest or a participation in or sharing of profits; (h) agreements, contracts or commitments limiting the freedom of the Company or any of the Subsidiaries to engage in any line of business or compete with any other corporation, partnership, joint venture, company or individual, (i) contracts that are terminable, or under which payments by the Company or any Subsidiary may be accelerated, upon a change in control of the Company, (j) written contracts with distributors of the Company's or any of the Subsidiaries' products, and (k) any other agreements material to the Company and its Subsidiaries taken as a whole. The Company has furnished or made available accurate and complete copies of the foregoing contracts and agreements to the Parent. The termination of any oral agreement or understanding to which the Company or a Subsidiary is a party of the type described in Sections 3.14(f) and 3.14(j) above would not, to the Company's knowledge, have a Material Adverse Effect on the Company. Each such oral agreement or understanding is terminable by the Company or a Subsidiary, as the case may be, without premium or penalty....
Material Contracts and Other Agreements. The Company is not a party to, nor is the Company or any of its assets or other properties used in its business bound or affected by, any contract, agreement, understanding, instrument, lease or other commitment, written or oral, absolute or contingent, other than (i) contracts listed on Schedule 2.16 attached to this Agreement, accurate and complete copies of which have been delivered or made available to the Purchaser and (ii) contracts which do not involve commitments by any party thereto in excess of U.S. $25,000 in value. All of the contracts listed in Schedule 2.16 are valid, binding and legally enforceable in accordance with their respective terms, and the Company is not in material default under any such contract. The Company is not a party to any contract that restricts it from carrying on its business or any part thereof anywhere in the world or restricts it from competing in any line of business with any person or entity, except for the PEC business in accordance with the Purchase Agreement concluded with EPCOS (see also Section 10.2) the terms of which were disclosed to Purchaser.
Material Contracts and Other Agreements. (a) SCHEDULE 3.08(a) hereto contains a complete and accurate list of each Material Contract.
Material Contracts and Other Agreements. The Company Disclosure Letter discloses (a) all agreements or contracts whether or not fully performed pursuant to which either Company or any Subsidiary has since July 1, 1995 acquired or disposed of any business or assets exceeding (Pounds)75,000 in value, other than sales of inventory or contracts with suppliers, each in the ordinary course of business; (b) all agreements containing covenants not to compete on the part of either Company or any Subsidiary or otherwise restricting the ability of such Company or Subsidiary in any material way to engage in its business; (c) all material notes, mortgages, indentures, letters of credit, guarantees, performance bonds and other obligations and agreements and other instruments for or relating to any lending or borrowing (including assumed debt) entered into by either Company or any Subsidiary or pursuant to which any properties or assets of any Company or Subsidiary are pledged or mortgaged as collateral; and (d) all agreements to which any of the Companies or Subsidiaries is a party containing provisions restricting or providing exclusive rights with respect to the development, manufacture or marketing of products which, after the Closing, would be applicable to the business or products of the Buyer or Buyer's Subsidiary (as defined in Section 5.2) by reason of the transactions contemplated by this Agreement. 4.13
Material Contracts and Other Agreements. (a) Schedule 3.15(a) contains a true and complete list of all of the following Contracts to which Seller or any of its Subsidiaries is a party or by which any Purchased Asset is bound, other than a Seller Benefit Plan set forth on Schedule 3.16(a) (each such contract, a “Material Contract”): (i) any Contract pursuant to which a third-party Person has provided or, in the future, may provide, marketing, finder, brokerage or other similar services in connection with mortgage loans originated by Seller and its Subsidiaries; (ii) the Leases; (iii) any partnership, joint venture, shareholders’, strategic alliance, limited liability company, teaming, cooperation and any other similar Contracts; (iv) any Contract containing any executory indemnification obligations on the part of Seller or any of its Subsidiaries relating to the acquisition, lease or disposition, directly or indirectly by merger or otherwise, of assets or capital stock or other equity interests of another Person; (v) any Contract relating to a transaction with an Affiliate, director or officer of Seller or any of its Subsidiaries; (vi) any material Contract relating to Intellectual Property or Systems, other than (A) non-exclusive licenses granted to customers in the ordinary course of business and (B) any Contracts for off-the-shelf shrinkwrap, clickwrap or similar commercially available non- custom software with annual fees of less than $250,000; (vii) any Contract (x) relating to any completed business acquisition by Seller or any of its Subsidiaries within the last three (3) years or (y) relating to acquisitions or dispositions by Seller or any of its Subsidiaries pursuant to which (1) Seller or any of its Subsidiaries has any ongoing indemnification or other outstanding obligations that are material to the Business or (2) Seller or any of its Subsidiaries has continuing “earn out” or other contingent payment obligations; (viii) any Contracts providing for securitization or other structured financing facilities; (ix) any Contracts that contain an exclusivity, most favored nation, right of first offer or refusal, or non-compete provision; and (x) any other Contract that (A) involves the payment in any calendar year by or to Seller or any of its Subsidiaries of more than $250,000 in the aggregate, (B) is
Material Contracts and Other Agreements. Schedule 4.9 sets forth a complete and accurate list of the following contracts and commitments to which NTS is a party or by which any of its properties are bound: (a) collective bargaining agreements and contracts with any labor union; (b) employment or consulting agreements or any agreements providing for severance, termination or similar payments; (c) leases, whether as lessor or lessee, involving real or personal property with annual rental payments in excess of $100,000; (d) loan agreements, mortgages, indentures, instruments or other evidence of indebtedness or commitments in each case involving indebtedness (or available credit) for borrowed money or money lent to others; (e) guaranty or suretyship, performance bond, indemnification or contribution agreements; (f) written contracts with customers or suppliers that require aggregate payments to or from NTS of more than $100,000 in any one-year period, other than contracts issued in the ordinary and usual course of business or terminable with 30 days or less notice without premium or penalty; (g) joint venture, partnership, or other agreements evidencing an ownership interest or a participation in or sharing of profits; (h) agreements, contracts or commitments limiting the freedom of NTS to engage in any line of business or compete with any other corporation, partnership, joint venture, company or individual; and (i) contracts that are terminable, or under which payments by NTS may be accelerated, upon a change in control of NTS. NTS has furnished or made available accurate and complete copies of the foregoing contracts and agreements to Xxxxxx. As to each contract and commitment referred to above (i) there exists no breach or default, and to the knowledge of NTS, no event has occurred which with the giving of notice or the passage of time or both would constitute such a breach, default or permit termination, notification or acceleration, on the part of NTS or, to the knowledge of NTS, on the part of any third party which, with or without the giving of notice, lapse of time or the happening of any other event or condition, would have a Material Adverse Effect and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Transactions.
Material Contracts and Other Agreements. 13 3.13 Suppliers....................................... 14 3.14 Fee Property.................................... 14 3.15
Material Contracts and Other Agreements. The Buyer Disclosure --------------------------------------- Letter discloses (a) all agreements or contracts whether or not fully performed pursuant to which the Buyer has since December 31, 1990 acquired or disposed of a material portion of its business or assets, other than sales of inventory or contracts with suppliers, each in the ordinary course of business; (b) all agreements containing covenants not to compete on the part of the Buyer or otherwise restricting the ability of the Buyer in any material way to engage in its business; (c) all material notes, mortgages, indentures, letters of credit, guarantees, performance bonds and other obligations and agreements and other instruments for or relating to any lending or borrowing (including assumed debt) entered into by the Buyer or pursuant to which any properties or assets of the Buyer are pledged or mortgaged as collateral; and (d) all agreements to which either Buyer or Buyer's Subsidiary is a party containing provisions restricting or providing exclusive rights with respect to the development, manufacture or marketing of products which, after the Closing, would be applicable to the business or products of any of the Companies or the Subsidiaries by reason of the transactions contemplated by this Agreement.
