Common use of Outstanding Contracts Clause in Contracts

Outstanding Contracts. SCHEDULE 5.21 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by Company of $10,000 or more and are not cancelable by Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Company. Company has delivered or made available to Parent true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.21, Company and, to the best knowledge of Company, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company is a party. Except as set forth on SCHEDULE 5.21, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.21, there exists no actual or, to the best knowledge of Company, threatened termination, cancellation or limitation of the business relationship of Company by any party to any of the Contracts.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Thermoview Industries Inc), Agreement and Plan of Merger (Thermoview Industries Inc)

AutoNDA by SimpleDocs

Outstanding Contracts. SCHEDULE 5.21 2.19 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by Company the Seller of $10,000 or more and are not cancelable by Company the Seller without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Companythe Seller. Company The Seller has delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 2.19 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.212.19, Company the Seller and, to the best knowledge of Companythe Seller, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company The Seller has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company the Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company the Seller is a party. Except as set forth on SCHEDULE 5.212.19, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company the Seller is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.212.19, there exists no actual or, to the best knowledge of Companythe Seller, threatened termination, cancellation or limitation of the business relationship of Company the Seller by any party to any of the Contracts.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Thermoview Industries Inc), Asset Purchase Agreement (Thermoview Industries Inc)

Outstanding Contracts. SCHEDULE 5.21 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by each Company of $10,000 or more and are not cancelable by such Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to such Company, except for customer contracts which arose in the ordinary course of business. Each Company has delivered or made available to Parent true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.21, each Company and, to the best knowledge of each Company, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Neither Company has no any present expectation or intention of not fully performing all its obligations under each of the Contracts, and neither Company has no any knowledge of any breach or anticipated breach by the other party to any of the Contracts to which such Company is a party. Except as set forth on SCHEDULE 5.21, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and neither Company is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.21, there exists no actual or, to the best knowledge of either Company, threatened termination, cancellation or limitation of the business relationship of such Company by any party to any of the Contracts.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thermoview Industries Inc)

Outstanding Contracts. SCHEDULE 5.21 2.22 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by either Company or the Partnership of $10,000 or more and are not cancelable by either Company or the Partnership without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Companyeither Company or the Partnership. Company has The Sellers have delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 2.22 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.212.22, each Company and the Partnership and, to the best knowledge of Companythe Sellers, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company None of the Companies or the Partnership has no any present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company has the Sellers have no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which either Company or the Partnership is a party. Except as set forth on SCHEDULE 5.212.22, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company is the Sellers are not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.212.22, there exists no actual or, to the best knowledge of Companythe Sellers, threatened termination, cancellation or limitation of the business relationship of either Company or the Partnership by any party to any of the Contracts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Outstanding Contracts. SCHEDULE 5.21 2.17 sets forth a description of all existing contracts, agreements, leases, commitments, licenses licenses, and franchises, relating to the Business and the Transferred Assets, which involve obligations or commitments by Company the Seller of $10,000 1,000 or more and are not cancelable by Company the Seller without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Company. Company The Seller has delivered or made available to Parent the Buyer true, correct correct, and complete copies of all of the Contracts specified on SCHEDULE 5.21 2.17 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.212.17, Company the Seller and, to the best knowledge of Companythe Seller, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default default, and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company The Seller has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company the Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company the Seller is a party. Except as set forth on SCHEDULE 5.212.17, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company the Seller is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.212.17, there exists no actual or, to the best knowledge of Companythe Seller, threatened termination, cancellation cancellation, or limitation of the business relationship of Company the Seller by any party to any of the Contracts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Essex Corporation)

Outstanding Contracts. SCHEDULE 5.21 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by Company of $10,000 or more and are not cancelable by Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Company, except for customer contracts which arose in the ordinary course of business. Company has delivered or made available to Parent true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.21, Company and, to the best knowledge of Company, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company is a party. Except as set forth on SCHEDULE 5.21, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.21, there exists no actual or, to the best knowledge of Company, threatened termination, cancellation or limitation of the business relationship of Company by any party to any of the Contracts.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Thermoview Industries Inc)

Outstanding Contracts. SCHEDULE 5.21 Schedule 2.22 sets forth as of the date hereof a reasonable summary description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by the Company of $10,000 or more and are not cancelable by the Company without penalty within 30 days and not otherwise scheduled in a more specific schedule of this Agreement (collectively "Contracts"), whether written or oral, relating to the Company. Company has Sellers have delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 Schedule 2.22 which are in writing, and such schedule sets forth a complete reasonable summary description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.21Schedule 2.22 as of the date hereof, the Company and, to the best knowledge of CompanySellers, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. The Company has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company has Sellers have no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which the Company is a party. Except as set forth on SCHEDULE 5.21Schedule 2.22, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company is not aware Sellers have received no notice of any intention or right of any party to declare another party to any of the Contracts to be in default and, to the knowledge of Sellers, no party intends to declare another party to the Contracts in default. Except as set forth on SCHEDULE 5.21Schedule 2.22, there exists no actual or, to the best knowledge of CompanySellers, threatened termination, termination or cancellation or material limitation of the business relationship of the Company by any party to any of the Contracts.

Appears in 1 contract

Samples: Agreement (Steel Technologies Inc)

Outstanding Contracts. SCHEDULE 5.21 2.22 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by the Company of $10,000 or more and are not cancelable by the Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to the Company. Company has The Sellers have delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 2.22 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.212.22, the Company and, to the best knowledge of Companythe Sellers, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. The Company has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company has the Sellers have no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which the Company is a party. Except as set forth on SCHEDULE 5.212.22, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company is the Sellers are not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.212.22, there exists no actual or, to the best knowledge of Companythe Sellers, threatened termination, cancellation or limitation of the business relationship of the Company by any party to any of the Contracts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

AutoNDA by SimpleDocs

Outstanding Contracts. SCHEDULE 5.21 2.22 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by the Company of $10,000 or more and are not cancelable by the Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to the Company. Company The Seller has delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 2.22 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.212.22, the Company and, to the best knowledge of Companythe Seller, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. The Company has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company the Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which the Company is a party. Except as set forth on SCHEDULE 5.212.22, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company the Seller is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.212.22, there exists no actual or, to the best knowledge of Companythe Seller, threatened termination, cancellation or limitation of the business relationship of the Company by any party to any of the Contracts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Outstanding Contracts. SCHEDULE 5.21 2.19 sets forth a description of all existing contracts, agreements, leasesleases (other than leases of real property), commitments, licenses and franchises, which involve obligations or commitments by Company either of the Sellers of $10,000 or more and are not cancelable by Company such Seller without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Companythe Sellers. Company has The Sellers have delivered or made available to Parent true, the Buyer true correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 2.19 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.212.19, Company each of the Sellers and, to the best knowledge of Companythe Sellers, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company Neither of the Sellers has no any present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company has no neither of the Sellers have any knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company either of the Sellers is a party. Except as set forth on SCHEDULE 5.212.19, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company neither of the Sellers is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.212.19, there exists no actual or, to the best knowledge of Companythe Sellers, threatened termination, cancellation or limitation of the business relationship of Company either of the Sellers by any party to any of the Contracts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Thermoview Industries Inc)

Outstanding Contracts. SCHEDULE 5.21 2.22 sets forth a description of all existing contracts, agreements, leasesleases (other than leases of real property), commitments, licenses and franchises, which involve obligations or commitments by Company either of the Companies of $10,000 or more and are not cancelable by Company the Companies without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to Companythe Companies. Company has The Sellers have delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 2.22 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.212.22, Company the Companies and, to the best knowledge of Companythe Sellers, each other party thereto has materially performed all the obligations required to be performed by it, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company Neither of the Companies has no any present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company has the Sellers have no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company either of the Companies is a party. Except as set forth on SCHEDULE 5.212.22, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company is the Sellers are not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.212.22, there exists no actual or, to the best knowledge of Companythe Sellers, threatened termination, cancellation or limitation of the business relationship of Company either of the Companies by any party to any of the Contracts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Outstanding Contracts. SCHEDULE 5.21 2.22 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by Company any of the Companies of Ten Thousand Dollars ($10,000 10,000) or more and are not cancelable by such Company without penalty within 30 days days, other than customer contracts entered into in the ordinary course of business (collectively "Contracts"), whether written or oral, relating to such Company. Company The Seller has delivered or made available to Parent the Buyer true, correct and complete copies of all of the Contracts specified on SCHEDULE 5.21 2.22 which are in writing, and such schedule sets forth a complete description of all Contracts which are not in writing. All To the best knowledge of the Seller, all of the Contracts are in full force and effect and enforceable in accordance with their terms, except to the extent that the enforceability thereof may be subject to or affected by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, or other laws relating to or affecting the rights of creditors generally. Except as set forth on SCHEDULE 5.212.22, Company each of the Companies and, to the best knowledge of Companythe Seller, each other party thereto has materially performed all the obligations required to be performed by itit as of the Closing Date, has received no notice of default and is not in default (with due notice or lapse of time or both) under any of the Contracts. Company None of the Companies has no any present expectation or intention of not fully performing all its obligations under each of the Contracts, and Company the Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which Company any of the Companies is a party. Except as set forth on SCHEDULE 5.212.22, none of the Contracts has been terminated; no notice has been given by any party thereto of any alleged default by any party thereunder; and Company the Seller is not aware of any intention or right of any party to declare another party to any of the Contracts to be in default. Except as set forth on SCHEDULE 5.212.22, there exists no actual or, to the best knowledge of Companythe Seller, threatened termination, cancellation or limitation of the business relationship of Company any of the Companies by any party to any of the Contracts.

Appears in 1 contract

Samples: Stock Purchase Agreement (Thermoview Industries Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.