Certain Contracts and Arrangements. Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by:
Certain Contracts and Arrangements. Schedule 3.1(v) of the Company Disclosure Schedule, together with the lists of exhibits contained in the Company SEC Documents, sets forth a correct and complete list, as of the date of this Agreement, of (i) each agreement to which the Company or any of its Subsidiaries is a party (other than this Agreement) that is of a type that would be required to be included as an exhibit to a Registration Statement on Form S-1 pursuant to Items 601(b)(2), (4), (9) or (10) of Regulation S-K of the SEC if such a registration statement was filed by the Company on the date of this Agreement; (ii) any non-competition agreement or other agreement that purports to limit the manner in which, or the localities in which, the Company or any of its Subsidiaries may compete in any business; (iii) any supply or sales contract of one year or greater remaining duration having an aggregate value, or involving payment by or to the Company or any of its Subsidiaries of more than $1.5 million; (iv) any contract or agreement relating to the borrowing of money or extension of credit pursuant to which the Company or any of its Subsidiaries has a borrowing capacity of more than $500,000 million or outstanding indebtedness of more than $500,000; (v) any material contract or agreement with respect to any joint venture, partnership or similar arrangements; (vi) any contract or agreement that prohibits the payment of dividends or distributions in respect of capital stock of the Company or any of its Subsidiaries, prohibits the pledging of capital stock of the Company or any of its Subsidiaries or prohibits the issuance of guarantees by the Company or any of its Subsidiaries; (vii) any contract or agreement (or a related series of contracts or agreements) for the acquisition or disposition by the Company or any of its Subsidiaries of assets with a value of more than $500,000 or with respect to which the Company or any of its Subsidiaries has continuing indemnification, “earn-out” or other contingent payment obligations, in each case, that would reasonably be expected to result in payments in excess of $500,000; and (viii) any Contract that would prevent, materially delay or materially impede the Company’s ability to consummate the Merger (collectively, the “Company Contracts”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries is in breach or default under any Company Contract ...
Certain Contracts and Arrangements. Except as set forth in Section 2.14 of the Disclosure Schedule, the Company is not a party or subject to or bound by:
Certain Contracts and Arrangements. (a) To Seller’s Knowledge as of the date hereof, except for any contract, agreement, lease, commitment, understanding, or instrument which (i) is disclosed or described on Schedule 5.9, Schedule 5.11, Schedule 5.12(a), Schedule 5.12(g) or Schedule 5.13(a), or (ii) has been entered into in the ordinary course of business and is not material to the conduct of the Business as currently conducted by Seller, as of the date of this Agreement, Seller is not a party to any contract, agreement, lease, commitment, understanding, or instrument which is principally related to the Business or the Purchased Assets other than agreements that relate to both the Business and the other businesses of Seller, and any other contracts, agreements, personal property leases, commitments, understandings, or instruments which are Excluded Assets or Excluded Liabilities. Except as disclosed or described in Schedule 5.13(a) or as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, (A) each material Business Agreement constitutes a valid and binding obligation of Seller and, to Seller’s Knowledge, constitutes a valid and binding obligation of the other parties thereto and is in full force and effect; (B) Seller is not in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under, and has not received written notice that it is in breach or default under, any material Business Agreement, except for such breaches or defaults as to which requisite waivers or consents have been obtained; (C) to Seller’s Knowledge, no other party to any material Business 1-LA/903877.26 Agreement is in breach or default (nor has any event occurred which, with notice or the passage of time, or both, would constitute such a breach or default) under any material Business Agreement; and (D) Seller has not received written notice of cancellation or termination of any material Business Agreement.
Certain Contracts and Arrangements. 8 3.17 Status of Contracts and Leases.......................... 9 3.18 Title and Condition of Tangible Assets.................. 9 3.19 Insurance............................................... 10 3.20 Taxes................................................... 10 3.21
Certain Contracts and Arrangements. 19 5.10 Intellectual Property Rights; Employee Restrictions..................................................20 5.11 Litigation...........................................................................................21 5.12
Certain Contracts and Arrangements. 22 5.17. Legal Proceedings, etc.. . . . . . . . . . . . . . . . . . . .22 5.18. Operating Permits. . . . . . . . . . . . . . . . . . . . . . .22 5.19. Regulation as a Utility. . . . . . . . . . . . . . . . . . . .23 5.20. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . .23 5.21. Entire Assets. . . . . . . . . . . . . . . . . . . . . . . . .23
Certain Contracts and Arrangements. (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”):
Certain Contracts and Arrangements. 19 SECTION 3.15
Certain Contracts and Arrangements. (a) Except for (i) any contract or agreement listed on Schedule 2.2(a)(iv) (the "Material Contracts") and (ii) Contracts which will expire prior to the Closing Date or that are permitted to be entered into under this Agreement, Seller is not a party to any contract which is material to the business or operations of the Auctioned Assets.
