Contracts and Transactions. (a) Validity of Contracts.
Contracts and Transactions. (a) Material Contracts. The Disclosure Schedule sets forth any Contractual Obligations to which the Company or any Subsidiary is a party to, or bound by, that (i) was entered into outside of its ordinary course of business in excess of US$10,000, (ii) involves total payments or revenues in excess of US$1,000,000, (iii) is a joint venture, shareholders’ or partnership arrangement or agreement or similar arrangement or agreement or any agreement which purports to regulate, control or otherwise affect the voting or disposition of its shares or (iv) is otherwise material to the Company or any Subsidiary (collectively, “Material Contracts”). True and complete copies of all Material Contracts have been made available to the Purchasers. With respect to each Material Contract, neither the Company, any Subsidiary nor, to the Knowledge of the Company (which knowledge shall not require due inquiry outside of the Group), any other party thereto is in default (or with the giving of notice or passage of time, would be in default) in any respect in the performance of any of its obligations or covenants contained in any such Material Contract, and none of the parties to any such Material Contract has indicated to the Company any intention to terminate, rescind, avoid or repudiate such Material Contract prior to the expiration of its term. Each Material Contract to which the Company or any Subsidiary is a party has been duly authorized, executed and delivered by the Company or such Subsidiary, as the case may be, and, to the Knowledge of the Company, by each other party thereto, and constitutes the valid and binding obligation of the Company or such Subsidiary, as the case may be, and, to the Knowledge of the Company (which knowledge shall not require due inquiry outside of the Group), each other party thereto, enforceable against such party in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally.
Contracts and Transactions. No Other Contract or Transaction. Except for the Transaction Documents and the transactions contemplated thereunder and matters in respect of maintenance of the Issuer’s corporate existence and good standing, the Issuer has not entered into any Contract or any transaction.
Contracts and Transactions. 21. Each Material Contract of the Company is valid and binding on the Company or, as applicable, any Person that will transfer such Material Contract, to the Company pursuant to the Asset Contribution and Licensing Agreement and, to the Warrantor(s)’ Knowledge, on the other party or parties thereto, and has been duly authorized, executed and delivered by the Company or the Person that will transfer any Newco Assets to the Company pursuant to the Asset Contribution and Licensing Agreement, and is enforceable against such applicable Person, and by each other party thereto and constitutes the valid and binding obligation of each party thereto, enforceable against each party thereto in accordance with its terms, except, in each such case, where such enforceability may be limited by applicable bankruptcy, insolvency reorganization, moratorium or similar laws affecting creditors’ rights generally. As of the date of this Contract, with respect to the Material Contracts, none of the Company and the Persons that will transfer any such Contracts to the Company pursuant to the Asset Contribution and Licensing Agreement has received notice of any uncured or unwaived material default by the Company or such Person or, to the Warrantor(s)’ Knowledge, by any other party or parties thereto.
Contracts and Transactions. Notwithstanding anything to the contrary set forth in Section 5.1 of the Purchase Agreement, from the date of the Purchase Agreement through the Closing Date, the Purchase Agreement shall not prohibit the Company, or the Sellers, acting on behalf of the Company, from amending, altering or modifying any contract or transaction to which the Company is or was a party, from entering into any contract or transaction, or from disposing of any Company asset, all without the prior written consent of the Buyer, PROVIDED that such actions do not have a material adverse effect on the Company.
Contracts and Transactions. Except as set forth in Paragraph 5.14 of the Disclosure Letter: (a) there are no Contracts or proposed Contracts involving amounts in excess of $5,000 to which DWWC is a party or by which it or its properties or assets is subject or bound; (b) there are no Contracts, transactions or proposed transactions to which DWWC is a party or by which it or its properties or assets is subject or bound involving any of DWWC's directors, officers, shareholders or other Affiliates or Associates of DWWC or any entity in which any such director, officer, shareholder or other Affiliate or Associate, or their respective Affiliates or Associates, has a direct or indirect interest; (c) other than the any existing contracts with SportsLine, DWWC is not a party to and is not bound by or subject to any Contract, or subject to any restriction under its Certificate of Incorporation or Bylaws, that limits or restricts DWWC from engaging in any business in any jurisdiction or adversely affects its ability to carry on its business as now conducted or as proposed to be conducted, its properties or its financial condition; and (d) DWWC has not engaged since January 1, 1999 in any discussions or negotiations, or entered into any Contract, letter of intent or other instrument (whether or not binding), with any Person other than SportsLine regarding the consolidation or merger of DWWC with or into any Person, the sale, conveyance or disposition of all or substantially all of the assets of DWWC or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of DWWC would be disposed of, or any other form of acquisition, liquidation, dissolution or winding up of DWWC which would in any way obligate or bind SportsLine or the Surviving Corporation or would result in any liability to DWWC, SportsLine or the Surviving Corporation; and DWWC has suspended or terminated, and has the legal right without liability to any Person to suspend or terminate, all such discussions and negotiations, Contracts, letters of intent or other instruments. True and complete copies of all Contracts set forth in Paragraph 5.14 of the Disclosure Letter, including all amendments thereto have been provided to SportsLine prior to the Agreement Date. Other than any Contracts with SportsLine or its Affiliates, the Contracts set forth in Paragraph 5.14 of the Disclosure Letter are valid and enforceable in accordance with their respective terms with respect to DWWC and valid and,...
Contracts and Transactions. (a) TARGET is not a party to or bound by: (i) any Contract which may not be canceled by TARGET without penalty in excess of $25,000 upon notice of 30 days or less or which provides for payments by or to TARGET in an amount in excess of $25,000 over the term of the Contract; (ii) any Contract containing any covenant limiting in any respect the right of TARGET to engage in any line of business or in any jurisdiction or to compete with any Person or granting any exclusive distribution rights; (iii) any Contract relating to the disposition or acquisition by TARGET after the Agreement Date of a material amount of assets not in the ordinary course of business or pursuant to which TARGET has any material ownership interest in any corporation, partnership, joint venture or other business enterprise; or (iv) any Contract restricting TARGET's right to use TARGET IP Rights.
Contracts and Transactions. 21. Each Material Contract of the Group is valid and binding on the Group Member and, to the Warrantor(s)’ Knowledge, on the other party or parties thereto, and has been duly authorized, executed and delivered by the Group Member and by each other party thereto and constitutes the valid and binding obligation of each party thereto, enforceable against each party thereto in accordance with its terms. Each Material Contract has been duly authorized, executed and delivered by such Group Member, constitutes the valid and binding obligation of such Group Member enforceable against it and to the Warrantor(s)’ Knowledge, constitutes the valid and binding obligation of such other party enforceable against such other party in accordance with its terms, except where such enforceability may be limited by applicable bankruptcy, insolvency reorganization, moratorium or similar laws affecting creditors’ rights generally. As of the date of this Agreement, with respect to the Material Contracts, no Group Member has received notice of any uncured or unwaived material default by the Group or, to the Warrantor(s)’ Knowledge, by any other party or parties thereto.
Contracts and Transactions. (a) Abnormal Agreements. At the date of signing the Agreement, the Company and the Target Company have no outstanding agreements as follows:
Contracts and Transactions. 7.1 The contracts entered into by the Company have been validly and duly executed and form binding, valid and legally enforceable obligations of the parties thereto. The Company has obtained all approvals, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions, required under such contracts, all of which are valid and subsisting and the Company has complied with all the conditions, obligations and requirements contained therein.
