Contracts; Leases. All Liabilities arising under the Contracts (other than those contracts excluded pursuant to Section 1.2.2), but not including any Liability for any breach thereof occurring on or prior to the Closing Date or any Liabilities arising under any letters of credit or stand-by letters of credit related to the Business;
Contracts; Leases. Schedule 3.5 is a complete list as of the date of this Agreement of the following types of Assigned Contracts (collectively, the “Material Contracts” and each, a “Material Contract”): (i) any agreement(s) with any affiliate(s) of Seller, (ii) any agreement(s) of Seller for the sale, exchange, or other disposition of Hydrocarbons produced from the Purchased Assets that is not cancelable without penalty on not more than sixty (60) days prior written notice, (iii) any agreement(s) of Seller to sell, lease, farmout, or otherwise dispose of any of its interests in any of the Purchased Assets other than conventional rights of reassignment, (iv) any tax partnership(s) of Seller affecting any of the Purchased Assets, (v) any operating agreement(s) to which Seller’s interests in any of the Purchased Assets is subject, (vi) any agreement(s) pursuant to which Seller has forfeited or not consented to, its right to participate in future oil and gas operations, (vii) any agreement(s) pursuant to which Seller has received an advance payment, prepayment or similar deposit and has a refund obligation with respect to any natural gas or products purchased, sold, gathered, processed or marketed by or for Seller out of the Purchased Assets, (viii) any contract that requires Seller to expend more than $200,000 in any year in connection with the Purchased Assets, (ix) any option to purchase or call on the Hydrocarbons produced from the Purchased Assets and (x) any lease(s), title retention agreement(s) or security interest(s) affecting any of the Equipment. Seller is not in material default under the terms of any Assigned Contract or Lease, and to Seller’s Knowledge there is no material default existing or continuing by any other party under the terms of any Assigned Contract or Lease and each Assigned Contract and Lease is in full force and effect in all material respects and is valid and enforceable by Seller in accordance with its terms, assuming the due authorization, execution and delivery thereof by each of the other parties thereto (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by application of equitable principles).
Contracts; Leases. Complete and correct copies of the ----------------- Contracts and Leases have been furnished to Buyer. To the best of Seller's knowledge, Seller is not in default under any order, judgment, Contract, Lease, license or instrument, which default or potential default might reasonably be expected to have a Materially Adverse Effect. To the best of Seller's knowledge, all of the Contracts and Leases are in full force and effect, and Seller is not in default or material breach and no event has occurred which, with the giving of notice or the passage of time or both, would constitute a default by Seller under any Contracts or Leases. Schedule 2.8(a) identifies all of those Contracts --------------- and Leases that may not be assigned to Buyer without the consent, approval, notification or waiver of any Person. Schedule 2.8(b) identifies those Contracts --------------- and Leases that are subject to a preferential right to purchase obligation. Seller has obtained or will obtain as soon as practicable following the date hereof (but in any event prior to the Closing) such consents, approvals and waivers of the preferential right to purchase provisions.
Contracts; Leases. With respect to each Property, all payments and receipts, as applicable, under the Contracts and any leases shall be prorated between Purchaser and Seller as of the Closing Date. Sellers shall receive a credit for all prepayments and deposits xxxxxx any Contracts and Purchaser shall receive a credit for any security deposits under any leases.
Contracts; Leases. (a) Section 3.11(a) of the Disclosure Schedule sets forth a true, correct and complete list of all Contracts (including, without limitation, all outstanding, unfulfilled purchase orders) to which Seller is a party or by which any of the properties or assets of Seller (including, without limitation, the Assets) are bound, other than (i) the insurance policies and Employee Plans identified in other Sections of the Disclosure Schedule, if any; (ii) Contracts involving future payments to or by Seller during any twelve-month period aggregating NT$450,000 or less and which are terminable by Seller without further liability or obligation for any or no reason on not more than 30 days’ notice.
Contracts; Leases. All contracts listed in the attached Schedule attached hereto and incorporated herein (collectively, the "Contracts");
Contracts; Leases. Section 4(k) of the Disclosure Schedule sets forth a true, correct and complete list as of August 31, 2009 of all material Contracts (including, without limitation, all purchase orders) to which any of the Companies is a party or by which any of the properties or assets of any of the Companies are bound, other than (i) the insurance policies and Employee Plans listed in other sections of the Disclosure Schedules; and (ii) other Contracts involving future payments to or by any of the Companies during any twelve-month period of One Hundred Thousand Dollars ($100,000) or less and which are terminable by any of the Companies for any reason on not more than thirty (30) days’ notice. Except as set forth in Section 4(k) of the Disclosure Schedule, each of the Contracts listed in Section 4(k) of the Disclosure Schedule is valid, binding and enforceable in accordance with its terms, and there is not any existing default or event of default, or any event which, with or without notice or lapse of time or both, would constitute a default under any of such Contracts by any of the Companies or, to the knowledge of Seller and the Companies, by any other party thereto. In addition, with respect to each such Contract that is a lease of personal property, (i) such lease creates a valid leasehold interest in all property purported to be leased thereunder, and (ii) the Companies are in possession of all of such property.
Contracts; Leases. Disclosure Schedule 4.9 contains a complete and accurate list of all current contracts, including all leases pertaining to personal or real property, with respect to which IM Telecom is a party, and which involve a total financial obligation on the part of IM Telecom of $10,000 or more.
Contracts; Leases. Schedule 3.5 includes a true and correct list as of the date of this Agreement of all Assigned Contracts. Sellers have made available to Buyer a true and complete copy of each Assigned Contract and Lease. Such Seller is not in material default under the terms of any Assigned Contract or Lease, and there is no material default existing or continuing by any other party under the terms of any Assigned Contract or Lease, and each Assigned Contract and Lease is in full force and effect and is valid and enforceable by such Seller in accordance with its terms, assuming the due authorization, execution and delivery thereof by each of the other parties thereto (except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by application of equitable principles).
Contracts; Leases. There are no contracts of any kind relating to the management, leasing, operation, maintenance or repair of the Real Property that will survive Closing other than the Contracts. Other than the Lease (as hereafter defined), there are no leases, licenses or occupancy agreements binding upon the Real Property.
