Material Contracts; No Defaults. (a) Schedule 4.19(a) contains a true and complete list and description of the outstanding sales order and sales contract backlog of the Company having an indicated gross value in excess of Five Thousand Dollars ($5,000.00) or having a term of duration in excess of six months. All outstanding sales orders and sales contracts of the Company have been entered into in the Ordinary Course. Except as described in Schedule 4.19(a), the Company has not received any advance, progress payment or deposit in respect of any sales order or sales contract, and the Company has no sales order or sales contract that will result, upon completion or performance thereof, in gross margins materially lower than those normally experienced by the Company for the services or products covered by such sales order or sales contract.
Material Contracts; No Defaults. (a) The SPAC has filed as an exhibit to the SPAC SEC Reports all Contracts, including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements and this Agreement) to which, as of the date of this Agreement, SPAC is a party or by which any of its respective assets are bound.
Material Contracts; No Defaults. (a) Section 3.7(a) of the Company Disclosure Schedules sets forth a list of all Contracts (whether written or oral) to which a Group Company is a party as of the date hereof: (i) for the sale of Company services or for the purchase of products or services of at least $500,000 per year or $1,000,000 in the aggregate, (ii) that purports to limit, in any material respect, either the type of business or product line in which a Group Company may engage, the geographic area in which they may engage in business, the ability to solicit customers or the ability to sell or purchase any product, property or other asset (tangible or intangible), or any services, from any other Person or to sell any product or other asset to or perform any services for any other Person, (iii) containing any indemnification that represents a material obligation of a Group Company other than in the ordinary course of business, (iv) under which a Group Company has permitted any material asset to become subject to a Lien (including Permitted Liens) other than in the ordinary course of business, (v) that evidences indebtedness for borrowed money, whether incurred, assumed, guaranteed, or secured by any asset of a Group Company having an outstanding principal amount in excess of $500,000, (vi) involving the acquisition or disposition, directly or indirectly, by merger or otherwise, of assets or Equity Interests of any other Person (other than another Group Company) with an aggregate value in excess of $500,000 (other than assets acquired and sales of material, supply and inventory, in each case, in the ordinary course of business) pursuant to which a Group Company has material ongoing obligations (other than confidentiality obligations), or any Contract pursuant to which a Group Company has any ongoing obligations with respect to an “earn-out”, contingent purchase price or other contingent or deferred payment obligation exceeding $500,000, (vii) any CBA; (viii) any Contract (A) that is a settlement, conciliation or similar agreement with any Governmental Entity or (B) pursuant to which the Company or any of its Subsidiaries will have any material outstanding obligation after the date of this Agreement, (ix) any Contract that is for the employment or engagement of any directors, employees or independent contractors at annual compensation in excess of $500,000 other than (A) Contracts that can be terminated by the Company without cost or penalty or (B) Contracts that provide for transaction bo...
Material Contracts; No Defaults. The Company has filed with the Commission all contracts, agreements, instruments, indentures, mortgages, loans, leases, licenses, arrangements or undertakings of any nature, of the Company and/or its subsidiaries that are required to be filed with the Commission (collectively, "Contracts"). The Company and each of its subsidiaries is not a party to any other Contracts that are required to be filed with the Commission. Each of the Contracts is in full force and effect, the Company and/or its subsidiaries have performed in all respects all of its obligations thereunder and is not in default thereunder, and no party to a Contract has made a claim to the effect that the Company and/or its subsidiaries have failed to perform any obligations thereunder. There is no plan, intention, or indication of any contracting party to a Contract to cause termination, cancellation or modification of such Contract or to reduce or otherwise change its activity thereunder so as to adversely affect in any material respect the benefits derived or expected to be derived therefrom by the Company and/or its subsidiaries. No event or state of facts exist that with notice or the passage of time or both could cause the Company and/or its subsidiaries to be in default under any Contract. Neither the Company nor any of its subsidiaries are in violation of any term or provision of (i) its Certificate of Incorporation or Bylaws or (ii) any Permit, or applicable Law.
Material Contracts; No Defaults. (a) Schedule 3.18(a) lists each of the following contracts and agreements to which the Company is party or is bound as of the date hereof, excluding the agreements disclosed in Schedule 3.7(b), Schedule 3.10(c) and Schedule 3.19(b) (such contracts and agreements, together with the agreements disclosed in Schedule 3.7(b), Schedule 3.10(c) and Schedule 3.19(b), the “Material Contracts”):
Material Contracts; No Defaults. Schedule 4.24 contains a true ------------------------------- ------------- and complete list and description of all material contracts, agreements, understandings, arrangements and commitments, written or oral, of either the Company or any Subsidiary by which either of them or their properties, rights or assets are bound (the "Contracts"). True and complete copies of such written --------- Contracts and complete summaries of such oral Contracts have been provided to Purchaser. Each Contract is, and immediately after the Closing will be (on identical terms), legal, valid, binding, enforceable and in full force and effect in the form delivered to Purchaser. Neither the Company nor any Subsidiary, nor, to the knowledge of Sellers without inquiry or investigation, any other party, is in breach or default under any Contract, and neither the Company, nor any Subsidiary nor any Seller has received in writing any claim or assertion that the Company or any Subsidiary is in breach or default under any Contract. No event has occurred or, based on facts presently known to exist, is anticipated which with notice or lapse of time or both would constitute a breach or default, or permit termination, acceleration or modification, under any Contract. Except as set forth in Schedule 4.24 and subject to the receipt of any necessary consents ------------- listed in Schedule 4.23, the execution and delivery of this Agreement and the ------------- consummation of the transactions contemplated hereby will not result in any change or modification of any of the rights or obligations of any party under any of the Contracts.
Material Contracts; No Defaults. All of the material contracts of Parent and its Subsidiaries that are required to be described in the Parent SEC Documents or to be filed as exhibits thereto, or that would be required to be described or filed if a Form 10-K with respect to the Parent were required to be filed on the date hereof, have been described or filed in the Parent SEC Documents except as disclosed on Schedule 3.2(i) of the Parent Letter. Neither Parent, nor any of its Subsidiaries is in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) in the case of Parent and its Significant Subsidiaries, their respective charter and by-laws or comparable organizational documents, (ii) except as disclosed in Schedule 3.2(i) of the Parent Letter, any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is now a party or by which Parent or any of its Subsidiaries or any of their respective properties or assets may be bound or (iii) any order, writ, injunction, decree, statute, rule or regulation applicable to Parent or any of its Subsidiaries, except in the case of (ii) and (iii) for defaults or violations which in the aggregate would not have a Parent Material Adverse Effect. Schedule 3.2(i) of the Parent Letter lists each contract containing covenants which in any way purport to limit the freedom of Parent or any of its Subsidiaries to engage in any line of business or engage in business in any geographic area or to compete with any person. Except as disclosed on Schedule 3.2(i), to the knowledge of Parent, none of the other parties to material contracts of Parent or its Subsidiaries are in violation of or in default under (nor does there exist any condition which upon the passage of time or the giving of notice would cause such a violation of or default under) any contract, other than such violations or defaults as would not have a Parent Material Adverse Effect.
Material Contracts; No Defaults. (a) Schedule 3.15 contains a true and complete list and ------------- description of all material contracts, agreements, understandings, arrangements and commitments, written or oral ("Contracts"), of the Company by which it or its properties, rights or assets are bound. True and complete copies of such written Contracts and true and complete summaries of such oral Contracts have been delivered to Purchaser heretofore. For the purposes of this subsection (a), "
Material Contracts; No Defaults. (a) As of the date of this Agreement, Section 3.15(a) of the Disclosure Schedule contains an accurate and complete list of each of the following types of Contracts (x) by which any of the Transferred Assets are bound or affected or (y) to which Seller is a party and which primarily or exclusively relate to the Business or the Transferred Assets (each a “Material Contract”):