Contracts and Obligations. Schedule 1.1.6 includes an accurate and complete list as of the date hereof and as of the Closing Date, of the Contracts and identifies each Contract by the parties thereto and the date, subject matter and term thereof. All Contracts are valid and binding upon Seller and are valid and binding on each other party thereto. With respect to each of the Contracts, neither Seller, nor any other party thereto is in breach thereof or default thereunder, and there does not exist any event, condition or omission which would constitute such breach or default (whether by lapse of time or notice or both), except for such breaches, defaults and events as to which requisite waivers or consents have been obtained. Buyer shall have no obligation to retain any employee and there are no employment contracts that will be binding on Buyer after Closing.
Contracts and Obligations. Except as otherwise expressly provided in this Agreement, no contract, obligation or liability of any kind or type can be entered into on behalf of the Company, other than by a Director or an Officer acting with the consent of the Board of Directors.
Contracts and Obligations. The Company Disclosure Schedule sets forth a true and complete list of the following agreements and instruments to which the Company is a party: (a) all executory contracts, agreements and instruments having a total contract price in excess of $50,000; (b) all contracts, agreements or instruments which are in the nature of teaming agreements, joint venture agreements, non-compete agreements, franchise agreements, exclusive license agreements or other similar agreements restricting access to any business opportunity of the Company; (c) all loan or debt agreements, guarantees, indemnities and bonding commitments; (d) all license or technology transfer agreements; (e) all leases, subleases and equipment leases, having a total contract price in excess of $50,000; (f) all agreements between the Company, on the one hand, and any of the officers, directors or stockholders; (g) all material agreements between the Company, on the one hand, and any other employees of the Company on the other hand; (h) all material licenses or permits issued by any government agency or authority for the benefit of the Company and/or one or more of the Company Subsidiaries; (i) any management or consultation agreement not terminable at will without liability; (j) any contracts or agreements requiring the payment of fees or commissions in connection with any sale of all or substantially all of the Company's stock or assets or any sale of a substantial interest in the Company; and (k) any other agreement which materially affects the Company's business, financial position or operating results or which was entered into other than in the Ordinary Course of Business (collectively, the "Material Contracts"). The Company has delivered to the Buyer true and complete copies of each of the Material Contracts. The Company is not in material violation of, or in default with respect to, any Material Contract and the Material Contracts are valid, binding and enforceable, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. To the Knowledge of the Company, the relationships between the Company and the other parties to each of the Material Contacts are in good standing, and no such other contract party has canceled or terminated, or threatened to cancel, terminate or change in any manner adverse to the Company such relationship or the terms of any Material Contract.
Contracts and Obligations. (a) The Data Room Documents contained copies of all contracts material to the business of the Group Companies to which the Group Companies are party:
Contracts and Obligations. Set forth in Schedule 4.14 is a list of all material written and oral agreements, contracts, indebtedness, liabilities and other obligations to which Jadco is a party or by which it is bound which (a) obligate Jadco to share, license or develop any product or technology; (b) involve transactions or proposed transactions between Jadco and its officers, directors, stockholders, affiliates or any affiliate thereof; (c) involve strategic arrangements or cooperation agreements; (d) involve commitments for inventory items or supplies in excess of $10,000; (e) are for a term longer than twelve (12) months; (f) are written distribution or dealer agreements; (g) are with the United States of America; or (h) involve receipts or expenditures by Jadco greater than $50,000 in any twelve-month period. Copies of written, and summaries of oral, agreements, contracts, indebtedness, liabilities and obligations have been made available for inspection by Photocomm. True and correct copies of the foregoing shall be delivered to Photocomm at Closing. All such agreements are legal, valid and binding obligations and are in full force and effect in all respects. Except as set forth in Schedule 4.14, Jadco has avoided every condition and has not performed any act the occurrence of which would result in Jadco's loss of any right granted under any license, distribution or other agreement.
Contracts and Obligations. Section 1: • The Board of Directors is authorized and empowered to enter into such contracts and obligations as it shall in its discretion deem necessary to accomplish the purpose of the Association, and such contracts shall be binding on the Association. No expenditures will be made without Board of Directors approval.
Contracts and Obligations. This agreement shall not abrogate or prejudice any contract or obligation of the Housing Authority with other parties and sufficient staff shall be provided to service such contracts and obligations.
Contracts and Obligations. Schedule 3.15 sets forth a list of all ------------------------- agreements or commitments of any nature to which the Company or its Subsidiaries is a party or by which it or its properties or assets is bound, including without limitation (a) each agreement which requires future expenditures by the Company or its Subsidiaries in excess of $25,000 in any twelve-month period or which might result in payments to the Company or its Subsidiaries in excess of $25,000 in any twelve- month period, (b) all employment and consulting agreements, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, and distributor and sales representative agreements, (c) any agreement with any stockholder, officer or director of the Company or its Subsidiaries, or any Affiliate of such persons, including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real property or personal property from, or otherwise requiring payments to, any such person or entity, (d) any agreement relating to intellectual property rights, and (e) any agreement restricting the ability of the Company or its Subsidiaries from freely engaging in any business activity in any location. The Company or its Subsidiaries have delivered to Net2Phone correct and complete copies of each of the foregoing agreements. Neither the Company nor its Subsidiaries are in breach or violation of any of the foregoing agreements (nor will any breach arise with lapse of time, giving of notice, or both) and to the Knowledge of the Company no other party thereto is in breach or violation thereof. All of such agreements and contracts are valid, binding and in full force and effect against the Company or its Subsidiaries and to the Knowledge of the Company against each other party thereto.
Contracts and Obligations. (a) Set forth in Schedule 4.13(a) is a list of all written and oral agreements, contracts, indebtedness, liabilities and other obligations to which Seller is a party or by which it is bound which (a) involve strategic arrangements or cooperation agreements; (b) involve commitments in excess of $10,000; or (c) involve receipts or expenditures by Seller greater than $10,000 in any three-month period. Copies of written, and summaries of oral, agreements, contracts, indebtedness, liabilities and obligations have been delivered or made available to Purchaser. All such agreements are legal, valid and binding obligations and are in full force and effect in all respects. Seller is not currently in default under any such contracts or agreements other than as may exist with respect to the Open Jobs and delinquent accounts payable..
Contracts and Obligations. PACE+/PACE+SOC Intellectual Property co-owned (50%/50%) by Joint Venture (JV) entity and IIT Independent Contractor Agreement (Xxxxx Xxxxxxx) - Attachment 26 Limited Use of Software Ownership/Agreement – Attachment 27 Employment Agreements- Attachment 28 Company Simple XXX Plan- Attachment 31 Employee Health and Welfare Insurance Policies, Aetna Small Business Insurance-Attachment 32.1 Netsmart (Infoscriber) to resell E-Prescription Software that works with PACE+ Software –Attachment 46 Cox Business Commercial Services Agreement for Internet Services –Attachment 47 Integra Communications Commercial Services Agreement-Attachment 48 MNK Info Subcontractor Service Agreement, Project Management and Hosting Services-Attachment 49 Payroll Experts, LLC Payroll & Fillings – Attachment 34a Horizon Human Services (11/22/2010) Non-Disclosure Agreement- Attachment 53 Four Directions, LLC (a.k.a. 4 Directions) Content Distributor PACE+ Subscription License Agreement-Attachment 55 Dallas Independent School District Electronic Medical Records Software Installation and License Contract-Attachment 56 Dallas Independent School District Application Service Provider Service Agreement for PACE+ SaaS Subscription License – Attachment 56a Dallas Independent School District EDI IIT Component Agreement– Attachment 56b (New Contact) Human Services Consultant Service Agreement-Attachment 57 Little Colorado Behavioral Health Centers (a.k.a. Little Colorado or LCVHC), Application Service Provider Agreement for ContentDistributor PACE+ SaaS Prescription License-Attachment 58 Community Counseling Centers (CCC) Service Agreement-Attachment 00 Xxxx xx Xxxx Xxxxx Professional Services Agreement-Attachment 60 Contract through September 30th, 2014. Schedule 1.1.6 Continued
