Agreements; Actions Clause Samples
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Agreements; Actions. (a) Except as set forth in Section 2.5 of the Company Disclosure Document, there are no agreements, understandings, instruments, contracts or proposed transactions to which Company is a party or by which it is bound that:
(i) involve obligations (contingent or otherwise) of, or payments to, Company in excess of $25,000 (other than Company Employee Plans and Company Employment Contracts),
(ii) include the license of Intellectual Property either to or from Company, including all contracts providing the Company with rights or access to samples of human tissue, blood or other fluids,
(iii) involve the sale or license of Company Products or the grant of rights to manufacture, produce, assemble, license, market, distribute, sell or resell Company Products to any other Person or affect the exclusivity of Company’s right to develop, manufacture, assemble, distribute, market or sell its Company Products,
(iv) provide indemnification by the Company with respect to infringement of proprietary rights (other than indemnification obligations arising from purchase or sale agreements entered into in the ordinary course of business), or
(v) are otherwise material to Company (each, a “Company Material Contract”).
(b) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed individually in excess of $25,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel or business expenses, (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business, or (v) agreed to do any of the foregoing.
(c) For the purposes of subsections (a) and (b) of this Section 2.5, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.
(d) The Company is not subject to any restriction under the Company’s Certificate of Incorporation or bylaws, which adversely affects in any material respect the Current Company Business, its properties or its financial condition.
Agreements; Actions. (a) Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of RMB100 million (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(b) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of RMB100 million or in excess of RMB200 million in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of (a) and (b) of this Subsection 2.5, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.
(c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.
Agreements; Actions. 10.1 Save for the agreements set out in Section 10.1 of the Disclosure Schedule (the “Material Agreements”) and the Transaction Documents, there are no other agreements, understandings, instruments, contracts or proposed transactions to which any Group Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, any Group Company in excess of US$100,000 per annum or in excess of US$500,000 in the aggregate, (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from any Group Company, other than from or to another Group Company or from a Founder to a Group Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person or affect any Group Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iv) indemnification by any Group Company with respect to infringements of proprietary rights, and there are no agreements, understandings, instruments, contracts or proposed transactions between any Warrantor and any holder of Preferred Shares amending or varying the rights or obligations of the Company and such holder of Preferred Shares from those set out in the Transaction Documents. All the Material Agreements are valid, binding and enforceable obligations of the parties thereto and the terms thereof have been complied with by the relevant Group Company, and to the Warrantors’ knowledge, by all the other parties thereto. There are to the Warrantors’ knowledge, no circumstances likely to give rise to any material breach of such terms, no grounds for rescission, avoidance or repudiation of any of the Material Agreements which would have a Material Adverse Effect and no notice of termination or of intention to terminate has been received in respect of any Material Agreement.
10.2 The Company has not declared or paid any dividends, or authorized or made any distribution upon or with respect to any class of its share capital, and no Group Company has (i) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of US$10,000 or in excess of US$25,000 in the aggregate, (ii) made any loans or advances to any person, other than ordinary advances for travel expenses and trade receivables in the ordinary course of business, or (iii) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale...
Agreements; Actions. (a) Except for agreements set forth in Section 2.12(a) of the Schedule of Exceptions, or otherwise explicitly contemplated hereby and by the Investors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company or any of its Subsidiaries and any of its respective officers, directors, affiliates, or any affiliate thereof.
(b) Except as set forth in Section 2.12(b) of the Schedule of Exceptions, there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments to the Company or any of its Subsidiaries in excess of, $25,000, or (ii) the license of any patent, copyright, trade secret, software or other proprietary right to or from the Company or any of its Subsidiaries, excluding software used in the ordinary course of the business of the Company or any of its subsidiaries or (iii) provisions restricting or affecting the development, manufacture or distribution of the products or services of the Company or any of its Subsidiaries, or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(c) Except as set forth in Section 2.12(c) of the Schedule of Exceptions, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $25,000 or, in the case of indebtedness and/or liabilities individually less than $25,000, in excess of $100,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) Neither the Company nor any of it...
Agreements; Actions. (a) Except for the Transaction Agreements, and as set forth on Section 2.10(a) of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $100,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(b) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities (other than with respect to distributions, indebtedness or other obligations incurred in the ordinary course of business since March 31, 2011 or as disclosed in the Company Financial Statements (as defined below) or as set forth in Section 2.10(b) of the Disclosure Schedule) individually in excess of $50,000 or in excess of $150,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of subsections (b) and (c) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.
(c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.
Agreements; Actions. (a) Except for the Transaction Agreements and this Agreement, there are no agreements, understandings, instruments, contracts or proposed transactions to which NewCo is a party or by which it is bound that involve: (i) obligations (contingent or otherwise) of, or payments to, NewCo in excess of $50,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from NewCo, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit NewCo’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, (iv) indemnification by NewCo with respect to infringements of proprietary rights, or (v) any other material restriction on the operation of NewCo’s business.
(b) NewCo has not: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $50,000 or in excess of $100,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of (a) and (b) of this Section 7.12, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons that NewCo has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.
(c) NewCo is not a guarantor or indemnitor of any indebtedness of any other Person.
Agreements; Actions. Except for this Agreement and as set forth on the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000, (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.
Agreements; Actions. (a) Except as set forth in Section 2.10(a) of the Disclosure Schedule, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, Shareholders, Affiliates, or any Affiliate thereof.
(b) Section 2.10(b) of the Disclosure Schedule sets forth all agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that involve (1) obligations (contingent or otherwise) of, or payments to, the Company that may not be extinguished on thirty (30) days notice or less, (2) the license, assignment or transfer of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses to the Company arising from the purchase of "off the shelf' or other standard products), (3) the manufacture, marketing, sale or distribution of any products of the Company in any jurisdiction, or any restrictions on the Company's exclusive rights to develop, manufacture, assemble, distribute, market and sell its products, (4) indemnification by the Company with respect to infringements of proprietary rights (other than indemnification obligations arising from purchase, sale or license agreements entered into in the ordinary course of business), (5) any supply agreements or (6) other agreements that are otherwise material to the business of the Company.
(c) The Company has delivered, has caused to be delivered or made available to the Purchaser correct and complete copies of each contract, agreement or other arrangement listed in Section 2.10(b) of the Disclosure Schedule, as such contracts, agreements and arrangements are amended to date. Each such contract, agreement or other arrangement is a valid, binding and enforceable obligation of the Company, as applicable, and, to the knowledge of the Company, of the other party or parties thereto, and is in full force and effect. Except as set forth in Section 2.10(c) of the Disclosure Schedule, neither the Company nor, to the knowledge of the Company, the other party or parties thereto, is in breach or non-compliance, or is considered to be in breach or noncompliance by the other party thereto, of any material term of any such contract, agreement or other arrangement. Except as set forth in Section 2.10(c) of the Disclosure Schedule, the Company has not received written notice of any default or threat thereof with respect to any such contract, agreeme...
Agreements; Actions. (i) Schedule 4(g)(i) hereto sets forth a list of agreements and proposed agreements between the Company and any of its officers, directors, Affiliates or any Affiliate thereof
(ii) Except as set forth in Schedule 4(g)(ii) hereto, there are no agreements, instruments or contracts to which the Company is a party or by which it is bound which involve (A) obligations of, or payments to, the Company in excess of Two- Hundred Fifty Thousand Dollars ($250,000), (B) the license for commercial purposes of any patent, copyright, trade secret or other proprietary rights to or by the Company or (C) any other material agreement.
(iii) Except as set forth in Schedule 4(g)(iii) hereto, the Company has not (A) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (B) incurred any indebtedness for money borrowed, (C) incurred any other liabilities individually in excess of One-Hundred Twenty-Five Thousand Dollars ($125,000) or in excess of Two-Hundred Fifty Thousand Dollars ($250,000) in the aggregate, other than obligations or liabilities of the Company for compensation under employment, advisor or consulting agreements, (D) made any loans or advances to any person, other than ordinary advances for travel expenses, (E) sold, exchanged or otherwise disposed of any of its material assets or rights or (F) agreed to any of the foregoing.
Agreements; Actions. (a) Except for the Transaction Documents or as set forth on Section 2.10(a) of the Disclosure Schedule, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000 (other than consulting agreements, employment agreements and offer letters); (ii) other than pursuant to any university licenses listed in Section 2.8(f) and/or 2.8(k) of the Disclosure Schedule, the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products; or (iii) any “most favored” provisions, Board of Directors observer rights, or other side letter agreements not otherwise disclosed pursuant to any other representation.
(b) Except as set forth on Section 2.10(b) of the Disclosure Schedule, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $25,000 or in excess of $50,000 in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for business expenses, or (iv) sold, exchanged or otherwise disposed of any material portion of its assets or rights, other than in the ordinary course of business. For the purposes of (a) and (b) of this Section 2.10, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such section.
(c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.