Agreements; Action Clause Samples
The "Agreements; Action" clause defines the obligations of the parties to take necessary actions to fulfill the terms of the agreement. It typically requires each party to execute documents, provide information, or perform tasks that are reasonably required to implement the contract's provisions. This clause ensures that all parties cooperate and take proactive steps to achieve the intended outcomes of the agreement, thereby preventing delays or failures in performance due to inaction.
Agreements; Action. (a) Except for agreements explicitly contemplated hereby and agreements between the Company and its employees with respect to the sale of the Company’s outstanding Common Stock, there are no agreements, understandings, or proposed transactions between the Company and any of its officers, directors, employees, affiliates, or any affiliate thereof.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or to its knowledge by which it is bound which may involve (i) future obligations (contingent or otherwise) of, or payments to, the Company in excess of what is in the “budget” for going public, or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses by the Company of “off the shelf” or other standard products), or (iii) provisions restricting the development, manufacture or distribution of the Company’s products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(c) The Company has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed or any other liabilities (other than trade payables incurred in the ordinary course of business) individually in excess of what is contemplated in the “budget” for going public (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Agreements; Action. Except as set forth on Schedule 4.6 or as disclosed in any Exchange Act Filings:
(a) there are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $50,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company's products or services; or (iv) indemnification by the Company with respect to infringements of proprietary rights.
(b) Since December 31, 2003, neither the Company nor any of its Subsidiaries has: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (ii) incurred any indebtedness for money borrowed or any other liabilities (other than ordinary course obligations) individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $50,000, in excess of $100,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $100,000, other than ordinary course advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(c) For the purposes of subsections (a) and (b) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Agreements; Action. Except as set forth on Schedule 12(f) or as disclosed in any Exchange Act Filings:
(i) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which it or any of its Eligible Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, it or any of its Eligible Subsidiaries in excess of $250,000 (other than obligations of, or payments to, it or any of its Eligible Subsidiaries arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer of any patent, copyright, trademark, trade secret or the transfer or license of any other proprietary right material to the business of the Parent to or from it (other than licenses arising from the purchase of “off the shelf” or other standard products or licenses that would not materially impair the security interest granted to Lender pursuant to the IP Security Agreement); or (iii) provisions restricting the development, manufacture or distribution of its or any of its Eligible Subsidiaries’ products or services; or (iv) indemnification by it or any of its Eligible Subsidiaries with respect to infringements of proprietary rights.
(ii) Since June 30, 2007 (the “Balance Sheet Date”) neither it nor any of its Eligible Subsidiaries has: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (ii) incurred any indebtedness for money borrowed or any other liabilities (other than ordinary course obligations) individually in excess of $250,000 or, in the case of indebtedness and/or liabilities individually less than $250,000, in excess of $500,000 in the aggregate; (iii) made any loans or advances to any Person not in excess, individually or in the aggregate, of $100,000, other than ordinary advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its Inventory in the ordinary course of business.
(iii) For the purposes of subsections (i) and (ii) of this Section 12(f), all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons it or any of its applicable Subsidiaries has reason to believe are affiliated therewith or with any Subsidiary thereof) shall be aggregated for the purpo...
Agreements; Action. (a) There are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof, in addition to employment agreements.
(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound that may involve (i) obligations (contingent or otherwise) of, or payments by the Company in excess of, $100,000, or (ii) provisions restricting or adversely affecting the conduct of the Company’s business or operations.
(c) Since March 1, 2009 the Company has not (i) declared or paid any dividends or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $250,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Articles of Incorporation or its Bylaws that adversely affects its business as now conducted or as proposed to be conducted, its properties or its financial condition.
(f) The Company and each of its Subsidiaries have no outstanding loans to its officers or directors.
Agreements; Action. Except as set forth on Schedule 12(f) or as disclosed in any Exchange Act Filings:
(i) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company or any of its Subsidiaries is a party or to its knowledge by which it is bound which may involve: (i) obligations (contingent or otherwise) of, or payments to, the Company or any of its Subsidiaries in excess of $100,000 (other than obligations of, or payments to, the Company arising from purchase or sale agreements entered into in the ordinary course of business); or (ii) the transfer or license of any patent, copyright, trade secret or other proprietary right to or from the Company or any of its Subsidiaries (other than licenses arising from the purchase of "off the shelf" or other standard products); or (iii) provisions restricting the development, manufacture or distribution of the Company's or any of its Subsidiaries' products or services; or (iv) indemnification by the Company or any of its Subsidiaries with respect to infringements of proprietary rights.
(ii) Since December 31, 2003, neither the Company nor any of its Subsidiaries has: (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock; (ii) incurred any indebtedness for money borrowed or any other liabilities (other than ordinary course obligations) individually in excess of $100,000 or, in the case of indebtedness and/or liabilities individually less than $100,000, in excess of $200,000 in the aggregate; (iii) made any loans or advances to any person not in excess, individually or in the aggregate, of $100,000, other than ordinary course advances for travel expenses; or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(iii) For the purposes of subsections (i) and (ii) of this Section 12(f) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith or with any Subsidiary thereof) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.
Agreements; Action. 4 4.7 Obligations to Related Parties..................................................................5 4.8 Changes.........................................................................................5
Agreements; Action. 4 3.8 Obligations to Related Parties..................................... 4 3.9 Absence of Changes................................................. 5 3.10 Title to Properties and Assets; Liens, Etc......................... 6 3.11
Agreements; Action. (a) Since September 30, 2000, except as described in the SEC Documents or as set forth on Schedule 2.11(a), there have been no material agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof; and no such agreement, understanding or transaction entered into prior to September 30, 2000, will have any material effect on the Company's business, prospects, financial condition or results of operations.
(b) Except as included in the SEC Documents and as set forth on Schedule 2.11(b), there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to the Company in excess of, $50,000, other than in the ordinary course of the Company's business, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company other than in the ordinary course of the Company's business.
(c) Since September 30, 2000, the Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) except as disclosed in the SEC Documents, incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of $50,000 or in excess of $200,000 in the aggregate, (iii) made any loans, or advances to any person, other than ordinary advances for travel expenses, or (iv) except as set forth on Schedule 2.11(c), other than in the ordinary course of business and consistent with past practice, sold, exchanged or otherwise disposed of any of its assets or rights.
(d) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Certificate or Bylaws, that materially and adversely affects its business, as now conducted, its properties or its financial condition.
Agreements; Action. 4 2.10 Related-Party Transactions...................................... 5 2.11 Permits......................................................... 5 2.12 Disclosure...................................................... 5 2.13
Agreements; Action. 6 2.12 Related-Party Transactions...................................................7 2.13 Permits......................................................................7 2.14 Environmental and Safety Laws................................................7 2.15 Manufacturing and Marketing Rights...........................................8 2.16 Disclosure...................................................................8 2.17