Common use of Outstanding Contracts Clause in Contracts

Outstanding Contracts. Schedule 2.19 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by the Seller of $10,000 or more and are not cancelable by the Seller without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to the Seller. Seller has delivered or made available to the Buyer true, correct and complete copies of all of the Contracts specified on Schedule 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 its 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 2.19.1, the Seller and, to the best knowledge of Seller, each other party thereto have materially performed all the obligations required to be performed by it, have received no notice of default and are not in default (with due notice of lapse of time or both) under any of the Contracts. The Seller has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which the Seller is a party. Except as set forth on Schedule 2.19.2, 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 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 2.19.3, there exists no actual or, to the best knowledge of Seller, threatened termination, cancellation or limitation of the business relationship of the Seller by any party to any of the Contracts.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Staffmark Inc), Asset Purchase Agreement (Staffmark Inc)

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Outstanding Contracts. Schedule 2.19 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by the Seller of $10,000 5,000 or more and are not cancelable by the Seller without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to the Seller. The Seller has delivered or made available to the Buyer true, correct and complete copies of all of the Contracts specified on Schedule 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 its 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 2.19.12.19, the Seller and, to the best knowledge of the Seller, each other party thereto have has materially performed all the obligations required to be performed by it, have has received no notice of default and are is not in default (with due notice of or lapse of time or both) under any of the Contracts. The Seller has no present expectation or intention of not fully performing all its obligations under each of the Contracts, and the Seller has no knowledge of any breach or anticipated breach by the other party to any of the Contracts to which the Seller is a party. Except as set forth on Schedule 2.19.22.19, 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 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 2.19.32.19, there exists no actual or, to the best knowledge of the Seller, threatened termination, cancellation or limitation of the business relationship of the Seller by any party to any of the Contracts.

Appears in 1 contract

Samples: Asset Purchase Agreement (Thermoview Industries Inc)

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Outstanding Contracts. Schedule 2.19 SCHEDULE 5.21 sets forth a description of all existing contracts, agreements, leases, commitments, licenses and franchises, which involve obligations or commitments by the Seller each Company of $10,000 or more and are not cancelable by the Seller such Company without penalty within 30 days (collectively "Contracts"), whether written or oral, relating to the Sellersuch Company. Seller Each Company has delivered or made available to the Buyer Parent true, correct and complete copies of all of the Contracts specified on Schedule 2.19 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 its 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 2.19.1SCHEDULE 5.21, the Seller each Company and, to the best knowledge of Sellereach Company, each other party thereto have has materially performed all the obligations required to be performed by it, have has received no notice of default and are is not in default (with due notice of or lapse of time or both) under any of the Contracts. The Seller Neither Company has no any present expectation or intention of not fully performing all its obligations under each of the Contracts, and Seller neither Company has no any knowledge of any breach or anticipated breach by the other party to any of the Contracts to which the Seller such Company is a party. Except as set forth on Schedule 2.19.2SCHEDULE 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 Seller 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 2.19.3SCHEDULE 5.21, there exists no actual or, to the best knowledge of Sellereither Company, threatened termination, cancellation or limitation of the business relationship of the Seller such Company by any party to any of the Contracts.

Appears in 1 contract

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

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