Applicable Contracts. See Section 2.1(c).
Applicable Contracts. (a) Part I of Schedule 4.8 sets forth all Applicable Contracts.
(b) The Applicable Contracts are in full force and effect as to Seller or any Selling Subsidiary and, to Seller’s Knowledge, each counterparty (excluding any Applicable Contract that terminates as a result of expiration of its existing term). Except as set forth on Schedule 4.8, there exist no material defaults under the Applicable Contracts by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person that is a party to such Applicable Contracts. Except as set forth on Schedule 4.8 and except for such matters that would not, individually or in the aggregate, result in a Material Adverse Effect, no event has occurred that with notice or lapse of time or both would constitute any default under any Applicable Contract by Seller or any Selling Subsidiary or, to Seller’s Knowledge, by any other Person who is a party to such Applicable Contract. Prior to the Closing Date, Seller has made available to Buyer true and complete copies of each Applicable Contract described on Schedule 4.8 and all amendments thereto. Neither Seller nor any Selling Subsidiary has received or given any unresolved written notice of default, amendment, waiver, price redetermination, market out, curtailment or termination with respect to any Applicable Contract described on Schedule 4.8.
(c) Except as set forth on Schedule 4.8, and except for the Transaction Documents that are executed on the Closing Date, there are no Contracts executed by Seller or any Selling Subsidiary that will be binding on Buyer or encumber or bind the Conveyed Interests or the production therefrom after the Closing Date, including:
(i) any joint operating agreement to which the Conveyed Interests are subject;
(ii) any Contract that constitutes a non-competition agreement or any agreement that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business with respect to the Conveyed Interests, including any area of mutual interest Contracts with respect to the Conveyed Interests;
(iii) any executory Contract that constitutes a pending purchase and sale agreement, farmout or farm-in agreement, exploration agreement, participation agreement or other Contract providing for the purchase, sale or earning of any material asset affecting the Conveyed Interests;
(iv) any Contracts containing “tag along” or similar rights allowing a third party to participate in future sales of any of the C...
Applicable Contracts. Buyer shall cause Opco to use its commercially reasonable efforts to, (a) on and after the Closing Date and to the Reference Date, renegotiate any Applicable Contract for which Seller would otherwise be responsible to make an Applicable Termination Price Adjustment or Applicable Renegotiation Price Adjustment with the applicable counterparty thereto in order to minimize or eliminate such adjustment, (b) on and after the Closing Date, collect any liquidated damages or similar payments with respect to any Applicable Contracts terminated or proposed to be terminated on or prior to the Adjustment Date and (c) on or after the Closing Date, seek the consent of the counterparties to the Applicable Contracts to transfer such Applicable Contracts to Opco in connection with the Transactions. On the first Business Day following the Reference Date, Buyer shall cause the Company to assign to Seller all outstanding claims for liquidated damages or similar payment with respect to an Applicable Contract regarding which Applicable Termination Price Adjustment or Applicable Renegotiation Price Adjustment was or would be made. If, after the Reference Date, any of the Companies receives any liquidated damages or similar payment with respect to an Applicable Contract regarding which Applicable Termination Price Adjustment or Applicable Renegotiation Price Adjustment was is made, the Companies shall immediately forward such amount in full to Seller.
Applicable Contracts. No contracts relating to the ownership and/or operation of the Facility shall be assigned by Seller under this Agreement other than the Applicable Contracts. At and effective as of the Closing, Seller shall assign all rights and delegate performance of all its duties to Buyer under the Applicable Contracts described in Schedule 3 attached to this Agreement, and Buyer shall assume and agree to perform all duties of Seller under each such Applicable Contract. Such assumption by Buyer includes its assumption of any termination charges associated with a termination of any such Applicable Contract made after the Closing. Notwithstanding the foregoing, the Applicable Contracts and easements described in Schedule 3 attached to this Agreement as requiring notice or consent from third parties as a condition to any such transfer or assignment shall not be transferred or assigned unless the proper notice or consent shall have been satisfied. Seller and Buyer shall cooperate and shall undertake promptly after the Effective Date such action as may be required to satisfy any such notice or consent requirements as of the Closing Date. If any such notice or consent requirement is not satisfied as of the Closing Date with respect to any Applicable Contract or easement, then such Applicable Contract or easement shall be excluded from the sale of the Assets at the Closing; provided, however, that for a period of twelve (12) months after the Closing, Seller shall, at no liability and no out-of-pocket cost to Seller, use reasonable commercial efforts to cooperate with Buyer for the transfer or assignment to Buyer of any such Applicable Contract or easement. Any and all costs of maintaining any such Applicable Contract or easement shall be to Buyer’s account.
Applicable Contracts. Except as set forth on Exhibit A-3, to Seller’s Knowledge, there are no (A) contracts for the purchase, sale or exchange of Hydrocarbons that are not cancelable by Seller without penalty or other material payment on not more than thirty (30) days prior notice, (B) contracts for the gathering, treatment, processing, handling, storage or transportation of Hydrocarbons, (C) purchase agreements, farmin or farmout agreements, exploration agreements, participation agreements, area of mutual interest agreements or similar agreements, (D) partnership agreements, joint venture agreements or similar agreements, (E) operating agreements, unit agreements or unit operating agreements, or (F) contracts that can reasonably be expected to result in aggregate receipts or payments by Seller (and its affiliates) of more than five hundred thousand dollars ($500,000) (net to the interest of Seller) during the current or any subsequent fiscal year of Seller, in each case, that will be binding on Buyer or encumber or bind any of the Properties after the Closing. Seller has made available to Buyer true, correct and complete copies of the Applicable Contracts listed on Exhibit A-3 and all amendments thereto. To Seller’s Knowledge, each Applicable Contract is in full force and effect and enforceable against the other parties thereto in all material respects. Seller is not in any default in any material respect under any of the Applicable Contracts and to Seller’s Knowledge, no other party to any such Applicable Contract is in default thereunder.
Applicable Contracts. The CUSA Applicable Contracts and the CPL Applicable Contracts defined in Article 2, collectively.
Applicable Contracts. (a) Schedule 3.11(a) of the Managers Disclosure Schedule contains a complete and accurate list, and the Managers have delivered or caused to be delivered to the Buyer true and complete copies, of (A) each Applicable Contract which, in the good faith judgment of the senior officers of the Company, is material to the business, properties or assets of the Company, and (B) each of the following:
(i) Each Applicable Contract that involves performance of services or delivery or purchase of goods, equipment or materials by or to the Company of an amount or value in excess of 20,000 Euros;
(ii) each Applicable Contract that was not entered into in the Ordinary Course of Business and that involves expenditures or receipts of the Company in excess of 20,000 Euros;
(iii) each lease, rental or occupancy agreement, license, installment and conditional sale agreement, and other Applicable Contract affecting the ownership of, leasing of, title to, use of, or any leasehold or other interest in, any real or personal property of an amount or value in excess of 20,000 Euros;
(iv) each licensing agreement or other Applicable Contract with respect or relating to patents, trademarks, copyrights, or other Intellectual Property;
(v) each collective bargaining agreement and other Applicable Contract to or with any labor union or other representative of a group of employees;
(vi) each joint venture, partnership, and other Contract (however named) involving a sharing of profits, losses, costs, or liabilities by the Company with any other Person;
(vii) each Applicable Contract containing covenants that in any way imposes an exclusivity, noncompetition or nonsolicitation covenant from the Company;.
(viii) each Applicable Contract providing for payments to or by any Person based on sales, purchases, or profits, other than direct payments for goods or services of an amount or value in excess of 20,000 Euros;
(ix) each Applicable Contract concluded directly or indirectly between the Company thereof, on the one hand, and any Seller or Related Person of any Seller or other Affiliate or Stockholder holding more than 10% of the shares in the Company or any member of the Supervisory Board or the Directorate of the Company, on the other hand and more generally any Applicable Contract covered by Article L225-86 of the French Commercial Code on interrelated parties agreement;
(x) each Applicable Contract regarding indebtedness for borrowed money (including guaranties of the obligations of others...
Applicable Contracts. (i) Except as set forth on Exhibit X-0, Xxxxxxx X-0 or Schedule 5.10(a), (x) and except to the extent cancelable without penalty or other payment on not more than thirty (30) days’ prior written notice, the Applicable Contracts do not include any (A) contracts for the purchase, sale or exchange of Hydrocarbons, or (B) contracts for the gathering, treatment, supply, marketing, processing, handling, storage or transportation of Hydrocarbons, and (y) there are no (A) purchase agreements, farmin or farmout agreements, development agreements, exploration agreements, participation agreements, area of mutual interest agreements or similar agreements providing for the earning of any equity interest, (B) partnership agreements, joint venture agreements or similar agreements, (C) operating agreements, unit, pooling or communitization agreements or unit operating agreements, (D) contracts and agreements with any affiliate of any Company Party, (E) contracts and agreements providing for a call option, option to purchase or similar right under any agreements with respect to the Hydrocarbons from the Conveyed Properties, (F) contracts and agreements that contemplate the sale, exchange, transfer or other disposition of any Company Party’s interests in the Conveyed Properties, (G) contracts or agreements burdening the Conveyed Properties which could reasonably be expected to result in aggregate payments by or revenues to Company Parties of more than $100,000 per calendar year, (H) indenture, mortgage, loan, credit, sale-leaseback or similar contracts, (I) contracts that include non-competition or non-solicitation restrictions or other similar restrictions on doing business, (J) compressor lease or rental or other equipment lease or rental agreements, or (K) swaps, futures and other similar derivative-based transactions or debt instruments, in each case, that will be binding on Buyer or encumber or bind any of the Conveyed Properties after the Closing (all such Applicable Contracts described in clause (x) and clause (y), collectively, the “Material Contracts”).
(ii) Exhibit X-0, Xxxxxxx X-0 and Schedule 5.10(a) collectively contain a true, correct, and complete list of all Material Contracts. Except as expressly set forth on Schedule 4.1(n), (A) each Material Contract is in full force and effect and constitutes a valid and binding agreement of Company Parties, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, or o...
Applicable Contracts. Each of the applicable Home Improvement Contract is in compliance with Section 4.10, is in full force and effect and Installer has no Knowledge of any breach, default or event of default thereunder.
Applicable Contracts. This Agreement will govern the purchase and sale of futures contracts ("FUTURES CONTRACTS") and options on futures contracts and options on commodities ("OPTION CONTRACTS") (collectively, "CONTRACTS").
