Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.
Nonassignable Contracts To the extent that the assignment hereunder by Seller to Purchaser of any Transferred Contract is not permitted or is not permitted without the consent of any other party to such Transferred Contract and such consent shall not have been received as of the time of the Closing, this Agreement shall not be deemed to constitute an assignment of any such Transferred Contract if such consent is not given or if such assignment otherwise would constitute a breach of, or cause a loss of contractual benefits under, any such Transferred Contract, and Purchaser shall assume no obligations or liabilities under any such Transferred Contract. Notwithstanding the foregoing with respect to any such consent that is not obtained prior to the Closing, at Purchaser’s request, Seller shall cooperate with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits (subject to the obligations, to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing) under any such Transferred Contract, including the enforcement for the benefit of Purchaser of any and all rights of Seller against any other party arising out of any breach or cancellation of any such Transferred Contract by such other party and, if requested by Purchaser, acting as an agent on behalf of Purchaser or as Purchaser shall otherwise reasonably require, all at Purchaser’s expense. In addition, with respect to any such consent that is not obtained prior to the Closing, at Seller’s request, upon Seller’s cooperation with Purchaser following the Closing Date in any reasonable arrangement designed to provide Purchaser with the rights and benefits under any such Transferred Contract, Purchaser shall assume the obligations under any such Transferred Contract to the extent such obligations would have otherwise been Assumed Liabilities if such Transferred Contract had been assigned to Purchaser at the Closing.
Non-Assignable Contracts (a) If and to the extent that any NiSource Party is unable to obtain any consent, approval or amendment necessary for the transfer or assignment to any Columbia Party of any Contract or other rights relating to the Columbia Business that would otherwise be transferred or assigned to such Columbia Party as contemplated by this Agreement or any Transaction Agreement, (i) such NiSource Party shall continue to be bound thereby and the purported transfer or assignment to such Columbia Party shall automatically be deemed deferred until such time as all legal impediments are removed and all necessary consents have been obtained and (ii) unless not permitted by the terms thereof or by Law, the Columbia Parties shall pay, perform and discharge fully all of the obligations of the NiSource Parties thereunder from and after the Distribution, or such earlier time as such transfer or assignment would otherwise have taken place, and indemnify the NiSource Parties for all Losses arising out of such performance by such Columbia Party. The NiSource Parties shall, without further consideration therefor, pay and remit to the applicable Columbia Party promptly all monies, rights and other consideration received in respect of such performance. The NiSource Parties shall exercise or exploit their rights and options under all such Contracts and other rights, agreements and documents referred to in this Section 5.1(a) only as reasonably directed by Columbia and at Columbia’s expense. If and when any such consent, approval or amendment shall be obtained or such Contract or other right or agreement shall otherwise become transferable or assignable or be able to be novated, the applicable NiSource Party shall promptly assign or transfer and novate (to the extent permissible) all of its rights and obligations thereunder to the applicable Columbia Party without payment of further consideration, and the Columbia Party shall, without the payment of any further consideration therefor, assume such rights and obligations. To the extent that the transfer or assignment of any Contract or other right (or the proceeds thereof) pursuant to this Section 5.1(a) is prohibited by Law or the terms thereof, this Section 5.1(a) shall operate to create a subcontract with the applicable Columbia Party to perform each relevant Contract or other right, agreement or document at a subcontract price equal to the monies, rights and other considerations received by the NiSource Parties with respect to the performance by such Columbia Party.
Contracts and Leases (a) Schedule 4.12(a) lists each written contract, license, agreement, or personal property lease which is material to the business or operations of the Purchased Assets, other than any contract, license, agreement or personal property lease which is listed or described on another Schedule, or which is expected to expire or terminate prior to the Closing Date, or which provides for annual payments by Seller after the date hereof of less than $250,000 or payments by Seller after the date hereof of less than $1,000,000 in the aggregate.
Company Contracts To indemnify the Indemnitee with respect to any Claim related to any dispute or breach arising under any contract or similar obligation between the Company and the Indemnitee.
Assignment of Contracts and Rights Notwithstanding any other provision of this Agreement to the contrary, this Agreement shall not constitute an agreement to assign or transfer any Acquired Lease, Permit or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment or transfer thereof, without the consent of any applicable third party (including any Governmental Entity), would constitute a breach or other contravention thereof, a violation of Law or would in any way adversely affect the rights of Purchaser Sub (as assignee of the Company) or the Company (as applicable). Subject to Section 6.2, the Company will use its commercially reasonable efforts to obtain the consent of the other parties to any such Purchased Asset or any claim or right or any benefit arising thereunder for the assignment thereof to Purchaser Sub as Purchaser Sub may request; provided, that any costs and expenses arising therefrom or in connection therewith should be borne by the Parties in accordance with Section 2.2(e). If, on the Closing Date (or the applicable Subsequent Closing Date), any such consent is not obtained, or if an attempted transfer or assignment thereof would be ineffective, a violation of Law or would adversely affect the rights of Purchaser Sub (as assignee of the Company) thereto or thereunder so that Purchaser Sub would not in fact receive all such rights, the Company and Purchaser Sub will, subject to Section 6.2(a), cooperate in a mutually agreeable arrangement under which Purchaser Sub would, in compliance with Law, obtain the benefits and assume the obligations and bear the economic burdens associated with the Purchased Asset, claim, right or benefit in accordance with this Agreement, including subcontracting, sublicensing or subleasing to Purchaser Sub, or under which the Company would enforce, for the benefit of Purchaser Sub, and at the expense of Purchaser Sub, any and all of its rights against a third party thereto (including any Governmental Entity) associated with such Purchased Asset, claim, right or benefit, and the Company would promptly pay to Purchaser Sub when received all monies received by them under any Purchased Asset or any claim or right or any benefit arising thereunder. To the extent that (i) any Acquired Leases cannot be assigned or transferred to Purchaser Sub as set forth in this Section 1.5 and (ii) Purchaser Sub requests that the Company subleases such Acquired Leases to Purchaser Sub, Purchaser Sub and the Company will enter into individual subleases for each of such Acquired Leases (as opposed to a “master” sublease covering all such Acquired Leases) on a fully net basis and on such terms as will generally confer to Purchaser Sub all of the Company’s rights under such Acquired Lease.
Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.
Compliance with Laws, Contracts, Licenses, and Permits Borrower will comply, and will cause Owner to comply, with (a) all applicable laws and regulations now or hereafter in effect wherever their business is conducted, including all Environmental Laws, (b) the provisions of all applicable operating agreements, charter documents and by laws, (c) all agreements and instruments to which Borrower or Owner is a party or by which Borrower or Owner or any of Borrower’s or Owner’s properties may be bound including the Basic Agreements and any leases, (d) all applicable decrees, orders, and judgments, and (e) all licenses and permits required by applicable laws and regulations for the conduct of Owner’s and Borrower’s business or the ownership, use or operation of Owner’s and Borrower’s properties. If at any time any authorization, consent, approval, permit or license from any officer, agency or instrumentality of any government shall become necessary or required in order that Borrower or Owner may fulfill or be in compliance with any of its obligations hereunder or under any of the Loan Documents, Borrower will promptly take or cause to be taken all reasonable steps within the power of Borrower to obtain such authorization, consent, approval, permit or license and furnish Lender with evidence thereof.
