Certain Material Contracts. Promptly, from time to time upon the Bank’s request copies of any (i) Approved Capital Partner Loan Program Agreements (to the extent not subject to confidentiality obligations, which such confidentiality obligations have not been waived by the relevant Approved Capital Partner after good faith efforts by Borrower; provided that Borrower may redact pricing and other competitively sensitive information from such agreements), (ii) Installer Agreements and (iii) agreements relating to Originated Customer Loans, together with all schedules, exhibits, annexes or other attachments thereto, provided that the relevant Approved Capital Partner has provided any necessary consents for such disclosure (it being agreed that Borrower shall use commercially reasonable efforts to obtain all such necessary consent for disclosure) and that all personally identifiable information or other private customer information has been redacted or Borrower and Bank mutually agree that such information need not be redacted; and
Certain Material Contracts. (a) Schedule 3.18(a) to the Company Disclosure Schedule lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company or any of its subsidiaries is a party or a beneficiary or by which the Company or any of its subsidiaries is bound that is material, directly or indirectly, to the business of the Company and any of its subsidiaries, taken as a whole (collectively, the "Material Contracts"), including without limitation (i) any supply, distribution or other agreements or arrangements pursuant to which the Company or its subsidiaries sell or distribute any products or services and which is not cancelable within 30 days notice without penalty; (ii) any warranty agreements or arrangements under which the Company or any of its subsidiaries has any liability with a value in excess of $50,000; (iii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment with a value in excess of $50,000; (iv) any agreements or arrangements pursuant to which the Company or any of its subsidiaries is entitled or obligated to acquire any assets from a third party in excess of $50,000; (v) insurance policies; (vi) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (vii) any agreement evidencing, securing or otherwise relating to any indebtedness for which the Company or any of its subsidiaries has any liability in excess of $50,000, (viii) any agreement with or for the benefit of any stockholder, director, officer or employee of the Company or any of its subsidiaries, or any affiliate or family member thereof; and (ix) any other agreement or arrangement pursuant to which the Company or any of its subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $50,000 and which is not cancelable within 30 days notice without penalty.
Certain Material Contracts. (a) Schedule 3.16 lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company is a party or a beneficiary or by which the Company is bound that is material, directly or indirectly, to the business of the Company (collectively, the "Material Contracts"), including without limitation (i) any licensing, advertising, promotion, consulting or services agreements pursuant to which the Company earns revenue; (ii) any licensing, supply, or services agreements pursuant which the Company is entitled or obligated to acquire any assets or services from any person; (iii) any insurance policies; (iv) any employment, consulting, non-competition, separation, collective bargaining, union or labor agreements or arrangements; (v) any agreement evidencing, securing, guarantying or otherwise relating to any indebtedness for which the Company has any Liability, (vi) any agreement with or for the benefit of any Stockholder of the Company, or any affiliate or family member thereof (which agreements are specifically identified as such in Schedule 3.16); (vii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment; and (viii) any other agreement or arrangement pursuant to which the Company could be required to make or be entitled to receive aggregate payments in excess of $50,000.
Certain Material Contracts. 19 SECTION 3.21. PRINCIPAL CUSTOMERS AND SUPPLIERS.......................................................19 SECTION 3.22. INTELLECTUAL PROPERTY...................................................................19 SECTION 3.23.
Certain Material Contracts. (i) Any Credit Card Processor Agreement, E-911 Agreement or Number Port Agreement shall be terminated, not renewed by any party thereto or the applicable Credit Party shall have received a notice of termination with respect thereof and no replacement agreement has been entered into by such Credit Party or no transition arrangement has been implemented by such Credit Party prior to the effectiveness of such termination or nonrenewal that is reasonably satisfactory to the Administrative Agent, (ii) for any Xxxxx 0 Xxxxxxxx, (X) there has been a breach by Xxxxx 0 Communications, LLC or any Affiliate thereof involving a service provided under a Level 3 Contract which would reasonably be expected to cause a Material Adverse Effect, either individually or in the aggregate, on any Credit Party’s operations and for which service there is no substitute reasonably acceptable to the Administrative Agent and immediately available on commercially similar terms or (B) a termination of a Level 3 Contract involving a service provided, which termination would reasonably be expected to cause a Material Adverse Effect, either individually or in the aggregate, on any Credit Party’s operations and for which service there is no substitute reasonably acceptable to the Administrative Agent and immediately available on commercially similar terms or (iii) any Patent Litigation Settlement referred to in clauses (a)(i)–(viii) of the definition thereof or replacements or substitutes for, pursuant to clause (b) of the definition thereof, of any Patent Litigation Settlements referred to in clauses (a)(i)–(viii) of the definition thereof involving a service provided by any Credit Party shall terminate, which termination would reasonably be expected to cause a Material Adverse Effect, either individually or in the aggregate, on any Credit Party’s operations and for which service there is no substitute reasonably acceptable to the Administrative Agent and immediately available on commercially similar terms; or
Certain Material Contracts. 10 SECTION 3.20. Competing Interests.......................................................................11 SECTION 3.21. Material Customers and Suppliers..........................................................12 SECTION 3.22. Intellectual Property.....................................................................12 SECTION 3.23. Investor Representations..................................................................13 SECTION 3.24. Year 2000 Compliance......................................................................14 SECTION 3.25. Insurance.................................................................................14 SECTION 3.26.
Certain Material Contracts. Except for the contracts, agreements, leases and commitments listed in Section 3.16 of the ERS Disclosure Letter, neither ERS nor any of the ERS Subsidiaries is a party to or bound by: (i) any contract which imposes material geographic or territorial limitations on the conduct of business by ERS or any of the ERS Subsidiaries (excluding customary area of interest provisions relating to specific properties and similar restrictions entered into in the ordinary course of business and which do not have a significant impact on their ability to conduct business generally in that geographic area); or (ii) any joint venture or partnership agreement. As of the date hereof, the net hedge and future position is not materially different from that existing on the ERS Balance Sheet Date.
Certain Material Contracts. Copies of all Borrower Material Contracts and Celleration Material Contracts shall have been made available to the Lender prior to the Closing Date upon its written request. The Lender shall have received a certificate from an Authorized Officer of the Borrower certifying that (i) each such contract or agreement is in full force and effect as of the Closing Date and (ii) there has been no amendment, waiver or other modification to any such contract or agreement since February 2, 2015, except, in each case, as disclosed in such certificate or Schedule 6.16(b). No such amendment, waiver or other modification, if any, shall be materially adverse to the Lender’s interests.
Certain Material Contracts. With respect the opinions expressed in Paragraphs III-5 and 7 above, I express no opinion with regard to the Material Contracts set forth on Schedule II attached hereto.
Certain Material Contracts. To the extent that Seller and Company have not made available to Buyer copies of any Material Contracts because disclosure thereof is prohibited by the terms thereof or by Law, Seller and Company shall, as promptly as practicable after the date hereof, seek and use their respective best efforts to procure all such consents, authorizations and approvals as may be necessary to obtain a waiver or amendment of such prohibition such that copies of all such Material Contracts may be made available to Buyer (or representatives of Buyer holding necessary security clearances) for review, and shall promptly advise Buyer upon receipt of any such consent, authorization or approval. Buyer shall use Buyer's best efforts to review each Material Contract provided pursuant to this Section 4.12 as promptly as practicable after the provision thereof to Buyer.
