Material Matters Sample Clauses
Material Matters. The Disclosure Schedule of Company identifies, and shall be supplemented by Company, as required by Section 6.09 hereof, so as to contain at the Closing Date, in addition to the other instruments, documents, lists and other matters mentioned herein, each of the following documents, copies of which certified by an officer of Company to be true and correct copies of such documents, have been furnished to Buyer:
(a) A list of each outstanding Insider Loan, as well as a listing of all deposits or deposit surrogates, including the amount, type and interest being paid thereon, to which Company or any Company Subsidiary is a party under which it may (contingently or otherwise) have any Liability involving any executive officer or director of Company or any Company Subsidiary (which Company hereby represents and warrants is in compliance with Federal Reserve Board Regulation O and all other applicable laws, rules and regulations).
(b) A list of each outstanding letter of credit and each commitment to issue a letter of credit in excess of $200,000 to which Company or any Company Subsidiary is a party and/or under which it may (contingently or otherwise) have any Liability, including, but not limited to, those issued in connection with real estate construction.
(c) A list of each material contract or agreement (not otherwise included in the Disclosure Schedule of Company or specifically excluded therefrom in accordance with the terms of this Agreement) involving goods, services or occupancy and which (i) cannot be terminated on thirty (30) days (or less) written notice without penalty; and (ii) involves an annual expenditure by Company or any Company Subsidiary in excess of $300,000.
(d) A list of each contract or commitment (other than Permitted Liens as defined in Section 4.22(c)) hereof) affecting ownership of, title to, use of, or any interest in real estate which is currently owned by Company or any Company Subsidiary, and a list and description of all real estate owned, leased or licensed by Company or any Company Subsidiary.
(e) A list of all fees, salaries, bonuses and other forms of compensation including country club memberships, automobiles available for personal use, and credit cards available for personal use (which Company hereby represents and warrants that such practice is in compliance with Federal Reserve Board Regulation O and all other applicable laws, rules and regulations), provided by Company or any Company Subsidiary to any employee or office...
Material Matters. Purchaser has sought representations of the Carnrite Parties that cover all material matters that do not, by their nature create the possibility of a material omission.
Material Matters. [redacted – commercially sensitive information relating to approval requirements]
Material Matters. Party B has fully disclosed to Party A all matters that may have a material adverse effect on the value of the Target Company, including but not limited to material debts, litigation, arbitration, administrative penalties and contingent liabilities.
Material Matters. Ligand represents and warrants that, as of the Effective Date, it has made to Elan appropriate disclosure of, and has not misrepresented, any material matters relating to the Intellectual Property Rights, marketing, adverse events, supply, clinical and regulatory information pertaining to the Products in the Territory.
Material Matters. 21 10 RESTRICTIONS ON DISPOSAL OF EMPOWERMENT INTEREST AND SHARES .................... 24 11 DEEMED OFFERS................................................................... 27 12 PRE-EMPTIVES ON MVELA GOLD SHARES............................................... 29 13 FUNDING......................................................................... 34
Material Matters. If, on or before the Closing Date, any Seller or the Purchaser determines that there is a Material Matter at any or all of the Properties, the Sellers and the Purchaser, as applicable, shall promptly notify the other of such Material Matter.
(a) In the event any Material Matters, in the aggregate, exceed ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000), but are equal to or less than THREE MILLION DOLLARS ($3,000,000) (the “Material Matters Threshold”), the Purchaser and the Sellers shall remain obligated to perform their obligations hereunder (subject to the other terms and conditions of this Agreement) and the Purchaser shall be entitled to a credit toward the Purchase Price in an amount equal to the portion of the Material Matters that exceed ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000).
(b) In the event any Material Matters, in the aggregate, exceed the Material Matters Threshold, (i) the Purchaser may elect, in writing, to waive any such Material Matters in excess of the Material Matters Threshold and, in such event, the Purchaser shall be entitled to a credit toward the Purchaser Price in an amount equal to ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000) as set forth in Section 3.5(a) above, (ii) if the Purchaser does not so elect to waive such Material Matters in excess of the Material Matters Threshold (collectively, the “Unresolved Material Matters”), then, (x) in order to address such Unresolved Material Matters, the Purchaser or the Sellers may elect to treat any Property to which such Unresolved Material Matters pertain as a Rejected Property, subject to and in accordance with the terms of Section 10.3 hereof (including, without limitation, the limitation on the number of Properties that may be treated as Rejected Properties under this Agreement) and, if any Properties are so rejected, the Unresolved Material Matters relating thereto shall be deemed to be waived and (y) if neither the Purchaser nor the Sellers elect to treat the applicable Properties as Rejected Properties to address such Unresolved Material Matters or if, after taking into account all Properties that either the Purchaser or the Sellers have elected to treat as Rejected Properties, the Unresolved Material Matters continue to exist, then the Sellers or the Purchaser may terminate this Agreement by written notice to the other party and the Escrow Agent, whereupon the Deposit shall promptly be returned by the Escrow Agent to the Purchaser and the parties here...
Material Matters. Promptly upon becoming aware, deliver to the Lender details of any:
a) litigation, arbitration or administrative proceedings which are current, threatened or pending;
b) any breach or potential material breach of the terms of this Agreement or the Documentation.
Material Matters. 35 (c) Infringement; Litigation.............................................................. 35 (d) Application for Regulatory Approval in the United Kingdom............................. 35 (e) Control of Technology................................................................. 35 12.3 Representations and Warranties of Both Parties................................................. 35