RIGHTS UNDER CONTRACTS Sample Clauses

RIGHTS UNDER CONTRACTS. All of SELLERS' rights under any contract, agreement, plan or arrangement relating exclusively to the Business and identified in Schedule 2 shall be transferred to NEOGEN, subject to any necessary consents of any third party. It is the intent of the parties hereto that any customer orders received by SELLERS arising out of the operation of the Business for shipment in the ordinary course of business following the Closing Date be transferred to NEOGEN. Attached as Schedule 6 is a list as of the date shown on the Schedule 6 of all outstanding customer orders, purchase orders, and other customer commitments from SELLERS' customers of the Business.
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RIGHTS UNDER CONTRACTS. All rights of Assignor under contracts, agreements and undertakings with third parties, including, without limitation, the material contracts identified on Schedule 3.7 to the Purchase Agreement, the Personal Property Leases identified on Schedule 3.17 to the Purchase Agreement and the Real Property Leases identified on Schedule 3.18 to the Purchase Agreement.
Sample 1
RIGHTS UNDER CONTRACTS. All of Vysis' rights under any contract, ---------------------- agreement, license, plan or arrangement relating primarily or exclusively to the Business identified in Schedule 1 shall be transferred to AI. It is the intent of the parties hereto that any new customer orders received by Vysis arising out of the operation of the Business following the Closing Date be transferred to AI. Included on Schedule 1 is (i) a list as of June 30, 1999 of all outstanding written customer orders, purchase orders, and other customer commitments from Vysis' customers of the Business, and (ii) the names of all customers of the Business, which list will be updated as of the Closing and provided to AI.
Sample 1
RIGHTS UNDER CONTRACTS. All of Future Tech's rights under (i) any equipment lease, contract, agreement, plan or arrangement as shall be identified solely on Schedule 2.1(c)(i) attached hereto, subject to changes between the date of this Agreement and the Closing Date in accordance with the Business Practices, but excluding Future Tech's claims and rights under its lawsuit and contract by and against Otomation Engineering, Tech Media Computer Systems, Inc., and/or Tae Il Media Co. Ltd., and Future Tech's rights under its director and officer omissions insurance policy pertaining to the Future Tech Matters (as defined herein); and (ii) the executory contracts and unexpired leases to be assumed by Future Tech and assigned to Buyer listed by name and cure amount on Schedule 2.1(c)(ii) (it being expressly agreed that liability for such cure amounts is not being assumed by Xxxx by virtue of such cure amounts being listed on such schedule). It is the intent of the parties hereto that all of the Acquired Assets and all of Future Tech's backlog, if any, arising out of the operation of its business be transferred to Buyer. Accordingly, the parties agree to use their reasonable best efforts to facilitate such transfer of customers at the Closing. The names, addresses and phone and facsimile numbers for each of Future Tech's current customers will be included on Schedule 2.1(c)(i).
Sample 1
RIGHTS UNDER CONTRACTS. All of ------------------------ WWWN's rights under the specified contracts listed under 1.02(g), and all agreements, plans or arrangements relating primarily or exclusively to the Acquired Assets, as identified on Schedule 1.02(c), subject to changes between ---------------- July 1, 2002 and Closing in the ordinary course of business ("ASSUMED CONTRACTS"). (c)
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RIGHTS UNDER CONTRACTS. All of Sellers' rights under any equipment lease, real property lease, contract, agreement, plan or arrangement identified in Schedule 1.2(c) to be agreed to by the parties and attached hereto at Closing. It is the intent of the parties hereto that all of the Acquired Assets and all of Sellers' backlog, if any, arising out of the operation of the Business be transferred to Buyer. Accordingly, the parties agree to use their reasonable best efforts to facilitate such transfer of customers at the Closing. Included on Schedule 1.2(c) will be (i) a list of all outstanding written customer orders, purchase orders, and other customer commitments from Sellers' current customers of the Business in effect on the Closing Date, and (ii) the names of all current customers of the Business.
Sample 1
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Related to RIGHTS UNDER CONTRACTS

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

  • Prior Contracts This Contract supersedes and terminates, as of the date hereof, all prior contracts between the Fund and the Custodian relating to the custody of the Fund's assets.

  • Major Contracts 42 3.15 Taxes.................................................................43 3.16

  • Existing Contracts Attached as Exhibit K is a true, correct and complete schedule of all Existing Contracts. Seller has not received any currently effective notice in writing of any uncured material default under any of such Existing Contracts and, to Seller’s knowledge, Seller is not in default under any such Existing Contracts. Seller is not a party to, and, to Seller's knowledge, the Property is not subject to, any contract or agreement of any kind whatsoever, written or oral, with respect to the Property that would be binding upon the Property or Buyer after Closing, other than the Permitted Exceptions, the Leases, and the Approved Contracts.

  • 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.

  • 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.

  • The Contracts (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and who are members in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and NASD suitability guidelines.

  • Termination of Contracts Neither the Company nor any of its Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any material contract or agreement referred to or described in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus or filed as an exhibit to the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of its Subsidiaries or by any other party to any such contract or agreement.

  • 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:

  • Transferred Contracts As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

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