Alliance Contracts Clause Samples

Alliance Contracts. Schedule 5.7(m) sets forth each Alliance Contract to which Alliance or an Alliance Subsidiary is a party. Each Alliance Contract is valid and binding on Alliance and any Alliance Subsidiary that is a party thereto and, to the Knowledge of AEHC, each other party thereto, and is in full force and effect, and neither Alliance nor any Alliance Subsidiary, nor, to the Knowledge of AEHC, each other party thereto, is in material breach of, or material default under, any Alliance Contract to which it is a party. AEHC has delivered to Global a list of all Affiliate Guarantees in AEHC’s possession.

Alliance Contracts. As of the date of this Agreement, none of the Major Customers has terminated, failed to renew or requested any material amendment to any of its Major Customer Contracts, or any of its existing relationships, with the Company or any of its subsidiaries.

Alliance Contracts. The Alliance board will, prior to the dissolution, use its best efforts to negotiate with third parties an equitable distribution of the Alliance’s contractual rights amongst the Hospitals, or to terminate such contracts with a minimum of termination costs to the Alliance. covenants, representations and warranties of the hospitals upon entering into the alliance Representations and Warranties with Respect to each Hospital Each of the Hospitals hereby represents and warrants that it: is a corporation duly incorporated and in good standing under the laws of the Province of Ontario; is a hospital approved under the Public Hospitals Act (Ontario); has the capacity and corporate authority to act as a Hospital and to perform its obligations under this Agreement (subject to the approval by the Hospital’s membership of the amendments to the Hospital’s by-laws that will be required to reflect the governance structure contained in this Agreement), and such obligations do not and will not conflict with or constitute a breach of its letters patent, by-laws or any agreement by which it is bound; owns all of the assets reflected on its financial statements with good and marketable title, free and clear of any and all claims, liens or encumbrances whatsoever and of any rights or privileges capable of becoming claims, liens or encumbrances, except as identified on Schedule C, and it is entitled to grant to the other Hospitals a licence to use its assets in accordance with the terms and conditions contained in this Agreement; and has disclosed, in its audited financial statements dated as at March 31, 2002, and all of its interim financial statements available as of the Effective Date, all of its material liabilities and obligations (accrued, absolute, contingent or otherwise) and is not in default in respect of any terms or conditions of any indebtedness or liability. Authority to Bind Nothing in this Agreement shall be construed to confer on any Hospital any authority or power to act for, or to undertake any obligation or responsibility on behalf of, the other Hospitals or the Alliance, except as otherwise expressly provided in this Agreement. Performance by Hospitals Each Hospital covenants and agrees to perform and observe all the terms and conditions of this Agreement and to execute and deliver, or cause to be executed and delivered, such instruments as may from time to time be required in order to carry out the purposes of the Alliance. OPERATING PLAN Operating Plan ...