Material Contracts; Intercompany Agreements Sample Clauses

Material Contracts; Intercompany Agreements. Each Material Contract is in full force and effect, and is a valid and binding agreement of Penta or the applicable Group Company, enforceable by or against Penta or such Group Company in accordance with its terms. Each of Penta and the Group Companies have performed in all material respects the obligations required to be performed by them under the Material Contracts and there is no default or breach by Penta or the Group Companies of any material obligation to be performed or paid by any of them under any Material Contract. None of the Material Contracts of Penta or of the Company other than those set forth in Schedule 7.1.12, contains any change of control provision or other clause that entitles the other parties thereto to terminate, withdraw from or accelerate the performance of any of Penta’s or the Company’s obligations under any such Material Contract as a result of the consummation of any of the transactions contemplated hereby. Tiger Technology (Hong Kong) Limited owns a 20% equity interest in Bolzoni Holding Hong Kong. The consideration to be paid by Tiger Technology (Hong Kong) Limited to the Company in case of exercise of the put option granted to Tiger Technology (Hong Kong) Limited on its 20% equity interest in Bolzoni Holding Hong Kong under the terms of that certain shareholders’ agreement entered into on September 1, 2011 by and among Bolzoni, Tiger Technology (Hong Kong) Limited and Bolzoni Holding Hong Kong is equal to five times Bolzoni Holding Hong Kong’s EBITDA minus Bolzoni Holding Hong Kong’s financial indebtedness, in each case at the time of the exercise of the put option. Each of the parties to that certain investment agreement that was entered into by and between the Company and SIMEST S.p.A. in connection with Bolzoni’s far east Subsidiaries has duly and timely performed its obligations thereunder, including the Company’s obligation to increase Bolzoni Holding Hong Kong’s stated capital by the amount of USD 2,360,000.00 by June 30, 2015, and there is no default or breach by either party thereto of any material obligation to be performed or paid by either one of them thereunder. Prior to the date hereof, the Company has exercised its put option for the sale to a third party of its 20% equity interest held in Xin Huaxin and has completed such sale and received full payment of the purchase price thereunder. Neither party to such transaction has anything to claim from the other in connection therewith. The Company has no outstandi...
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Related to Material Contracts; Intercompany Agreements

  • Intercompany Agreements The Company may require any Affiliate to enter into such other agreement or agreements as it shall deem necessary to obligate such Affiliate to reimburse the Company for any other amounts paid by the Company hereunder, directly or indirectly, in respect of such Affiliate's employees.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Material Contracts Section 3.20

  • Termination of Intercompany Agreements Without limiting the generality of Section 3.1(e) and subject to the terms of Section 3.1 and Schedule 1.92, each of the parties hereto agrees that, except for this Agreement and the Ancillary Agreements (including any amounts owed with respect to such agreements), all Intercompany Agreements and all other intercompany arrangements and course of dealings whether or not in writing and whether or not binding or in effect immediately prior to the Distribution Time shall terminate immediately prior to the Distribution Time unless the parties thereto otherwise agree in writing after the date of this Agreement.

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • Company Material Contracts (a) Section 4.11(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categories:

  • Material Contracts; Defaults Except for those agreements and other documents filed as exhibits to its SEC Documents, neither it nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) that is a "material contract" within the meaning of Item 601(b)(10) of the SEC's Regulation S-K or (ii) that materially restricts the conduct of business by it or any of its Subsidiaries. Neither it nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its respective assets, business, or operations may be bound or affected, or under which it or its respective assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • SUB-CONTRACTS (a) The Servicer may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Section 3.2(b)):

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