Subsidiary Contracts Sample Clauses

Subsidiary Contracts. No contract or arrangement between Contractor and its Subcontractors, officers, employees, vendors, suppliers, or agents, including all contracts relating to the use or operation of the Landfill, shall limit or prevent Contractor from performing its obligations under this Agreement.
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Subsidiary Contracts. (a) Section 3.08 of the Seller Disclosure Schedule contains a complete list of:
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Subsidiary Contracts. Schedule 3.19 sets forth a complete and accurate list of all material undischarged written or oral contracts, agreements, leases or other instruments to which a Subsidiary is a party or by which a Subsidiary is bound or to which any of the properties or assets of a Subsidiary is subject (each, a “Subsidiary Contract”). Each Subsidiary Contract is valid, binding, and enforceable in accordance with it terms, and no Subsidiary or, to the Company’s knowledge, any other party to such Subsidiary Contract is in breach or violation of any Subsidiary Contract.
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Subsidiary Contracts. The land under the State-owned Land Use Right Certificate (Xxx Xx Xxx Xxxx (2002) No.180084) and the buildings under the Real Property Ownership Right Certificates (Xxx Xxxx Di Zheng Zi No. C 1226877, No. C 1226878, No. C 1226879, No. C 1226880, No. C 1594954 and No. C 1957090) have been mortgaged to Foshan Nanhai Shishan Branch of the Agricultural Bank of China (中国农业银行佛山南海狮山支行) under the Mortgage Agreement No. 44906200800001513. The term of mortgage is from August 1, 2008 to July 28, 2010. Two sets of twin-roll hot rolling xxxxx, two sets of non-woven equipments, five sets of screw compressors, one set of air conditioning unit, three sets of cross-flow type cooling towers, two sets of power equipments, one compressor, three cranes, three fans, eighty spinneret boards, two inverters, four air compressor repair parts, one masterbatch injection machine, one compressed air tank and one stenter machine owned by Foshan have been mortgaged to Foshan Nanhai Shishan Branch of the Agricultural Bank of China (中国农业银行佛山南海狮山支行) pursuant to the Mortgage Agreement No. 44906200900016735. The term of mortgage is from December 15, 2009 to December 14, 2011. LIST OF EXHIBITS EXHIBIT A - FORM OF NOTE EXHIBIT B - FORM OF WARRANT EXHIBIT C - MANAGEMENT SHAREHOLDERS EXHIBIT D - FORM OF NON-RECOURSE GUARANTY EXHIBIT E - FORM OF STOCK PLEDGE AGREEMENT EXHIBIT G - FORM OF VOTING AGREEMENT EXHIBT H - FORM OF ESCROW AGREEMENT EXHIBT I - FORM OF REGISTRATION RIGHTS AGREEMENT Exhibit A To Note Purchase Agreement FORM OF SECURED CONVERTIBLE PROMISSORY NOTE THE SALE OF THIS SECURED CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES REPRESENTED HEREBY MAY NOT BE OFFERED OR SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH TRANSACTION UNDER APPLICABLE SECURITIES LAWS OR UNLESS OFFERED, SOLD OR TRANSFERRED PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS. PERPETUAL TECHNOLOGIES, INC. SECURED CONVERIBLE PROMISSORY NOTE $______________ February 12, 2010 Delaware FOR VALUE RECEIVED, and upon and subject to the terms and conditions set forth herein, Perpetual Technologies, Inc., a Delaware corporation (“Issuer”), hereby promises to pay to the order of _____________________, a _________________ (“Purchaser” and, together with its successors and assigns, “Holder”), the principal sum of ________________...
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Subsidiary Contracts. BUSINESS UNIT PARTIES CONTRACT NAME ------------------------------------------------------------------------------------------------------------------------------- BEDDING MALAYSIA IKEA Handel Sdn Bhd Purchase Agreement Dreamland Corporation (Malaysia) Sdn Bhd & Amway Distribution Agreement (Malaysia) Sdn Bhd Dreamland Corporation (Malaysia) Sdn Bhd & Supply Contract Magnificent Diagraph Sdn Bhd Dreamland & Duport Marketing Pty Ltd Unwritten Distributor Agreement Sleepmaker & MLC Marketing Pty Ltd Unwritten Distributor Agreement Kanzen Berhad, PD Holdings (Malaysia), Sdn Bhd, Escrow Agreement Restonic (M) Sdn Bhd & Malayan Banking Berhad Pacific Dunlop & Restonic (M) Sdn Bhd Technology Agreement Kanzen Berhad & Restonic (M) Sdn Bhd Share Sale Agreement Kanzen Berhad, PD Holdings (Malaysia) Sdn Bhd & Joint Venture and Shareholders' Agreement Pacific Dunlop Eurocoir Products & Yorya Industrial Co Ltd Sale of Goods Deed Hotline Furniture Trading (M) Sdn Bhd and Dreamland Settlement Agreement Corporation (Malaysia) Sdn Bhd. Kanzen Berhad, PD Holdings (Malaysia) Sdn Bhd and Adherence Agreement Lembaga Tabung Angakatan Tentera PART 2 - FOREIGN EXCHANGE CONTRACTS Malaysia Share Sale Agreement
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Subsidiary Contracts. (a) Part 2.13 of the Disclosure Schedule identifies and provides an accurate and complete description of each Subsidiary Contract, except for any Excluded Contract. Subsidiary has delivered to Purchaser and counsel to Purchaser accurate and complete copies of all Subsidiary Contracts identified in Part 2.13 of the Disclosure Schedule, including all amendments thereto.
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Related to Subsidiary Contracts

  • Affiliate Contracts The Company will cause the termination, effective no later than the Effective Time, of the contracts or arrangements set forth on Schedule 9.06 without any further cost or Liability to the Company or its Subsidiaries (or, after the Effective Time, Buyer, the Surviving Corporation and their respective Affiliates).

  • Scheduled Contracts Except as set forth in Section 4.15 of the Company Disclosure Letter (each item listed or required to be listed in such Company Disclosure Letter being referred to herein as a “Scheduled Contract”), as of the date hereof, neither Company nor Company Sub is a party or otherwise subject to:

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

  • Company Contracts To indemnify the Indemnitee with respect to any Claim related to any dispute or breach arising under any contract or similar obligation between the Company and the Indemnitee.

  • Assigned Contracts The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Termination of Affiliate Contracts The Company shall cause all Affiliate Contracts set forth on Section 6.17 of the Company Disclosure Letter to be terminated on or prior to the Closing.

  • Related Party Contracts To the extent requested in writing by the Acquirer with respect to any specific identified contract prior to the Effective Time, the Company shall take all actions necessary to terminate, and shall cause to be terminated, each Related Party Contract, in each case without any further liability or obligation of the Company, the Surviving Corporation, Acquirer or any of their respective Subsidiaries or Affiliates and, in connection therewith, the Company (or its applicable Subsidiary) shall have received from the other party to such Related Party Contract a release in favor of the Company, the Surviving Corporation, Acquirer and their respective Subsidiaries and Affiliates from any and all liabilities or obligations arising out of such Related Party Contract.

  • Related Contracts (i) The Borrower hereby agrees that, to the extent not expressly prohibited by the terms of the Related Contracts, after the occurrence and during the continuance of an Event of Default, it shall (x) upon the written request of the Administrative Agent or the Collateral Agent, promptly forward to such Agent all information and notices which it receives under or in connection with the Related Contracts relating to the Collateral, subject to applicable confidentiality requirements, and (y) upon the written request of the Administrative Agent or the Collateral Agent, act and refrain from acting in respect of any request, act, decision or vote under or in connection with the Related Contracts relating to the Collateral only in accordance with the direction of such Agent; provided that if the Borrower receives conflicting requests pursuant to this subclause (y), it shall follow whichever request is evidenced to be derived from the direction of the Majority Lenders.

  • New Contracts During the pendency of this Agreement, Seller will not enter into any contract, or modify, amend, renew or extend any existing contract, that will be an obligation affecting the Property or any part thereof subsequent to the Closing without Purchaser’s prior written consent in each instance (which Purchaser agrees not to withhold or delay unreasonably), except contracts entered into in the ordinary course of business that are terminable without cause (and without penalty or premium) on 30 days (or less) notice.

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