Material Contracts and Commitments. Neither the Company, nor, to the best knowledge of the Company, any third party is in default under any material contract, agreement or instrument to which the Company is a party.
Material Contracts and Commitments. (a) Section 3.15 of the Company Disclosure Schedule contains a true and complete list of all of the following contracts, agreements and commitments, whether oral or written ("Contracts"), to which the Company or any of its subsidiaries is a party or by which any of them or any of their material Company Real Assets is bound, as each such contract or commitment may have been amended, modified or supplemented:
Material Contracts and Commitments. The COMPANY has listed on Schedule 5.16 all material contracts, commitments and similar agreements to which the COMPANY currently is a party or by which it or any of its properties are bound (including, but not limited to, contracts with significant customers, joint venture or partnership agreements, contracts with any labor organizations, strategic alliances and options to purchase land), other than contracts, commitments and agreements otherwise listed on Schedules 5.10, 5.14 or 5.17, (a) in existence as of the Balance Sheet Date and (b) entered into since the Balance Sheet Date, and in each case has delivered true, complete and correct copies of such agreements to VPI. The COMPANY has complied with all material commitments and obligations pertaining to it, and is not in default under any contracts or agreements listed on Schedule 5.16 and no notice of default under any such contract or agreement has been received. The COMPANY has also indicated on Schedule 5.16 a summary description of all pending plans or projects involving the opening of new operations, expansion of existing operations, and the acquisition of any personal property, business or assets requiring, in any event, the payment of more than $25,000 by the COMPANY.
Material Contracts and Commitments. (a) Schedule 5.18(a) contains a complete and accurate list of all contracts, commitments, leases, instruments, agreements, licenses or permits, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company and any affiliate of the Company or any officer, director or stockholder of the Company are parties ("Related Party Agreements"); or (ii) that may give rise to obligations or liabilities exceeding, during the current term thereof, $10,000, or that may generate revenues or income exceeding, during the current term thereof, $10,000 (collectively with the Related Party Agreements, the "Material Contracts"). The Company has delivered to USFloral true, complete and correct copies of the Material Contracts. The Company has complied with all of its commitments and obligations and is not in default under any of the Material Contracts, and no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length.
Material Contracts and Commitments. (a) As of the date of this Agreement, SCHEDULE 5.18(A) contains a complete and accurate list of each contract, commitment, lease, instrument, agreement, license or permit, written or oral, to which the Company is a party or by which it or its properties are bound (including without limitation, joint venture or partnership agreements, contracts with any labor organizations, employment agreements, consulting agreements, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements) (i) to which the Company on the one hand and on the other hand any affiliate of the Company or any officer, director or shareholder of the Company are parties ("Related Party Agreements"); (ii) that ------------------------ may give rise to obligations or liabilities exceeding, during the current term thereof, $50,000 individually, or that may generate revenues or income exceeding, during the current term thereof, $50,000 individually (collectively with the Related Party Agreements, the "Material Contracts"); or (iii) that ------------------ provides rights to indemnification to any current or former directors, officers, employees or agents of the Company. Other than as disclosed on SCHEDULE 5.18(A), the Company has provided CCC with access to true, complete and correct copies of the Material Contracts. Other than as disclosed on SCHEDULE 5.18(A) the Company has complied with all of its material commitments and obligations, is not in default under any of the Material Contracts, has no contracts under which the work has been substantially delayed or changed for which proper compensation is not expected, has no pending or expected claims in excess of $50,000 against a prime contractor or owner in connection with completed work or work in progress, and has no notice of default has been received with respect to any thereof, and there are no Material Contracts that were not negotiated at arm's length.
Material Contracts and Commitments. (a) Except as set forth in Section 3.9 of the Disclosure Letter and except for the Pioneer Purchase Agreement and the agreements relating to the Grand Gulf Transactions, Seller and its Subsidiaries have no (i) employment or consulting contracts involving annual payments by Seller or its Subsidiaries in excess of $100,000 and not cancelable without liability on sixty days' notice or less; (ii) capital redemption or purchase agreements; (iii) agreements providing for the indemnification of other parties for such parties' negligence or other fault (except for such obligations incurred in the ordinary course of business as an operator of oil and gas properties, including obligations under master service agreements, drilling contracts and similar agreements) or the sharing of the tax liability of other parties; (iv) collective bargaining agreements; (v) any gas sales or purchase contract, gas marketing agreement or transportation agreement under which Seller or its Subsidiaries is the seller, which contract or agreement is for a term of greater than one year and provides for a fixed price; (vi) any agreement for capital expenditures, the acquisition of commodities, equipment or material or the construction of fixed assets which requires aggregate future payments by Seller or its Subsidiaries in excess of $250,000; (vii) any agreement for, or that contemplates, the sale of any interest in oil or gas leases which involves payment (including property received in exchange or other non-cash consideration) to Seller or its Subsidiaries in excess of $500,000; (viii) any agreement which requires future payments by Seller or its Subsidiaries in excess of $500,000 which is not otherwise specifically disclosed herein; (ix) agreements containing covenants limiting or restricting the freedom of Seller or its Subsidiaries to compete in any line of business or territory or with any person or entity; (x) area of mutual interest agreements binding Seller or its Subsidiaries, (xi) futures, hedge, swaps, collars, puts, calls, floors, caps, options or other contracts that are intended to benefit from or reduce or eliminate the risk of fluctuations in the price of commodities, including hydrocarbons, or (xii) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements (other than relating to the Indebtedness described on Section 3.7 of the Disclosure Letter) (collectively, "Mat...
Material Contracts and Commitments. Attached hereto as Schedule ---------------------------------- 6.14 is an accurate list, as of the Balance Sheet Date, of all material contracts, commitments and similar agreements to which each of the COMPANIES is a party or by which it or any of their properties are bound (including, but not limited to, joint venture or partnership agreements, contracts with any labor organizations, loan agreements, indemnity or guaranty agreements, bonds, mortgages, options to purchase land, liens, pledges or other security agreements). STOCKHOLDERS have heretofore delivered to USFLORAL true copies of such agreements. Except as set forth on Schedule 6.14, each of the COMPANIES has complied with all material commitments and obligations pertaining to it and is not in material default under any such agreement and no notice of default has been received. Except as set forth on Schedule 6.14, the COMPANIES are not a party to any contract, agreement or other instrument or commitment which cannot be terminated by the COMPANIES on 30 days' notice without any liability to the COMPANIES which would have a Material Adverse Effect on the COMPANIES taken as a whole. Except as set forth on Schedule 6.14, the COMPANIES are not bound by or subject to (and none of their assets or properties are bound by or subject to) any arrangement with any labor union. Except as set forth on Schedule 6.14, no employees of the COMPANIES are represented by any labor union or covered by any collective bargaining agreement nor, to the best of STOCKHOLDER'S knowledge, is any organization campaign to establish such representation in progress. There is no pending or, to the best of STOCKHOLDERS' knowledge, threatened labor dispute involving the COMPANIES and any group of their employees nor have the COMPANIES experienced any labor interruptions over the past three years and the COMPANIES consider their relationship with employees to be good.
Material Contracts and Commitments. None of M.G. "Xxx" Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxxxxxxxxx, Xxxxxxx X. Xxxxxxxxx, X.X. "Xxx" Xxxxx, Xxxxxxx X. Xxxxx, or Xxxxx X. Xxxxxxx (collectively, the "Responsible Officers") has, as of the date hereof, Actual Knowledge that the Company or any other party to any of the Company's contracts or agreements is in breach of any of their respective obligations under such contracts or agreements other than breaches which, individually or in the aggregate, would not reasonably be expected to have a material adverse affect on the business, results of operations or financial condition of the Company and its Subsidiaries taken as a whole.
Material Contracts and Commitments. All of the contracts, mortgages, ---------------------------------- indentures, agreements, instruments and transactions to which the Company is a party or by which it is bound (including purchase orders to the Company or placed by the Company) which involve obligations of, or payments to, the Company in excess of Ten Thousand Dollars ($10,000) and all agreements between the Company and its officers, directors, consultants and employees are either (i) attached as exhibits to this Agreement, or (ii) set forth on Exhibit B (the --------- "Contracts"), copies of which have been delivered to special counsel to the Purchaser. All of the Contracts are valid, binding and in full force and effect in all material respects and enforceable by the Company in accordance with their respective terms in all material respects, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and rules or laws concerning equitable remedies. The Company is not in material default under any of such Contracts.
Material Contracts and Commitments. All material contracts, agreements and instruments to which the Company is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally, and rules of laws concerning equitable remedies.
