Business Contracts. All contracts and other agreements (other than the Real Property Leases and Personal Property Leases and the Accounts Receivable) to which the Seller is a party and which are utilized in the conduct of the Business, including without limitation contracts and other agreements relating to suppliers, sales representatives, distributors, consultants, customers, purchase orders, marketing and purchasing arrangements (the "Business Contracts");
Business Contracts. Set forth in Section 3.15 of the Visant Disclosure Schedule is a complete and accurate list (such list organized to reflect the different subsections of this Section 3.15) of each Business Contract:
(a) for the lease of real or personal property providing for annual rentals of $135,000 or more;
(b) that is reasonably likely to require either (x) annual payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $2,000,000 or (y) aggregate payments to or from Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business of more than $10,000,000;
(c) with respect to any partnership, joint venture or other similar agreement or arrangement relating to the formation, creation, operation, management or control of any partnership or joint venture that is material to Xxx Xxxxxxxx and the Transferred Subsidiaries or the Business or in which Xxx Xxxxxxxx or any of the Transferred Subsidiaries owns any voting or economic interest, other than any partnership that is wholly owned by Xxx Xxxxxxxx or any of the Transferred Subsidiaries;
(d) relating to Indebtedness (other than the Intracompany Payables);
(e) that (i) purports to limit in any material respect either the type of business in which Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates) may engage or the manner or locations in which any of them may so engage in any business, (ii) could require the disposition of any material assets or line of business of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates), (iii) grants “most favored nation” status that, following the Closing, would apply to Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates), (iv) prohibits or limits in any material respect the right of Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Knowledge of Visant, Buyer or any of its Subsidiaries or Affiliates) to make, sell or distribute any products or services or (v) grants any Person (other than Employees as part of the Business) exclusive or similar rights in respect of any services in any line of business or any geographic area with respect to or affecting Xxx Xxxxxxxx or any of the Transferred Subsidiaries (or after the Closing, to the Kno...
Business Contracts. All contracts, agreements and personal property leases (other than the Real Property Leases, the Transferable Permits, the Fuel Contracts and the Colstrip Contracts) used primarily in the operation of the Colstrip Facilities, that are listed in Section 1.01(a)(v) of the Disclosure Schedule (the "Business Contracts");
Business Contracts. Schedule 3.17(a) of the Seller Schedules lists all of the currently effective written or oral agreements, contracts, leases, licenses, commitments, arrangements, letters of understanding or undertakings (collectively, “Contracts”) to which Seller is a party or by which any of Seller’s assets is bound or are subject, including without limitation, all:
(i) Contracts or group of related Contracts, other than purchase orders entered into in the ordinary course of business, which involve commitments to make capital expenditures or which provide for the purchase of goods or services by Seller from any one Person or group of related Persons;
(ii) Contracts or group of related Contracts, other than sales orders entered into in the ordinary course of business, which provide for the sale of goods or services by Seller to any one Person or group of related Persons;
(iii) Contracts relating to Indebtedness or to the granting by Seller of a Lien on any of its respective assets, or any guaranty by Seller of any obligation in respect of borrowed money or otherwise;
(iv) Contracts with dealers, distributors or sales representatives;
(v) employment, confidentiality and non-competition agreements with any employee, officer, consultant, or management advisor (including, without limitation, any oral compensatory agreements);
(vi) Contracts which limit the freedom of Seller to engage in any business or compete with any Person;
(vii) Contracts pursuant to which Seller is a lessor or a lessee of any personal property, or holds or operates any tangible personal property owned by another Person;
(viii) stock option Contracts, warrants, convertible securities, or any other agreements, for the purchase or issuance of capital stock of Seller;
(ix) Contracts restricting the transfer of capital stock or shares in the capital of Seller, obligating Seller to issue or repurchase shares of its capital stock or in its capital;
(x) partnership or joint venture Contracts;
(xi) Contracts not included in subsection (v) providing for severance, retention, change in control or other similar payments;
(xii) Contracts with any current or former officer, director, stockholder or Affiliate of Seller;
(xiii) Contracts under which Seller has made advances or loans to any other Person; and
(xiv) any other Contract used in the operation of the Business that is cancelable on ninety (90) days or less notice to the other party or parties thereto. Complete copies of each Contract required to be identified on...
Business Contracts. Subject to SECTION 1.08, all Contracts (other than the Real Property Leases and the Personal Property Leases) to which the Company is a party, the terms of which permit assignment of the Company's interest therein or with respect to which all necessary consents to assignment of the Company's interest therein have been obtained prior to the Closing, and which are utilized primarily in the conduct of the Business, including, without limitation, Contracts described in SECTION 1.01(a)(vi) OF THE DISCLOSURE SCHEDULE and Contracts relating to suppliers, sales representatives, distributors, purchase orders, marketing arrangements and manufacturing arrangements (the "BUSINESS CONTRACTS");
Business Contracts. (a) Section 4.10(a) of the Disclosure Schedule contains a list of the following Contracts (whether written or oral and including all amendments thereto) to which the Company is a party or by which the Company or any of the assets or properties of the Company are bound as of the Execution Date, (each, a “Business Contract” and, collectively, the “Business Contracts”): (i) leases relating to all Leased Real Property; (ii) capital or operating leases or conditional sales agreements relating to any assets or properties of the Company; (iii) employment, consulting, separation, collective bargaining or other labor agreements including Contracts (1) to employ or terminate executive officers or other personnel and other contracts with present or former officers or directors of the Company or (2) that will result in the payment by, or the creation of any Liability to pay on behalf of Purchaser or the Company any severance, termination, “golden parachute,” or other similar payments to any present or former personnel following termination of employment or otherwise as a result of the consummation of the transactions contemplated by this Agreement; (iv) agreements for the purchase of inventory, other materials, services or real or personal property; (v) agreements under which the Company is obligated to indemnify, or entitled to indemnification from, any other Person, other than any agreement that requires indemnification solely in connection with or as a result of a breach of such agreement; (vi) manufacturing or joint development agreements; (vii) license agreements or royalty agreements, whether the Company is the licensor or licensee thereunder; (viii) confidentiality and non-disclosure agreements (whether the Company is the beneficiary or the obligated party thereunder); (ix) customer orders or sales contracts under which the customer is to make a payment after the Execution Date; (x) distributor agreements, sales agency agreements or similar agreements providing for potential payments by or to the Company in excess of $15,000 on an annual basis; (xi) Contracts providing for potential payments by or to the Company in excess of $15,000 on an annual basis, actual or potential, after the Execution Date; (xii) Contracts or commitments relating to commission arrangements with others; (xiii) sales agency, advertising representative or advertising or public relations contract which is not terminable by the Company without penalty on 30 days’ notice or less (xiv) promiss...
Business Contracts. With effect from the Completion Date, the Vendor assigns to the Purchaser all the rights it may have against the other party or parties to the Business Contracts (other than the Vendor's right to collect any Business Receivable) and (to the extent permitted by law) the Authorisations and the Purchaser accepts responsibility for the performance of the Business Contracts as and from Completion. The Purchaser shall after the Completion Date carry out and complete for its own account all of the Business Contracts to the extent that they have not been performed prior to the Completion Date. The Vendor covenants to indemnify the Purchaser against any Loss arising under any of the Business Contracts as a result of any act or omission of the Vendor before Completion. The Purchaser covenants to indemnify the Vendor against any Loss arising under any of the Business Contracts as a result of any act or omission of the Purchaser after Completion.
Business Contracts. The Company has (i) entered into contracts for supply of its basic goods and material sufficient to fulfill contracts for sale of its basic products such that (ii) its retail delivery contract(s) will result in the sale of 800,000 gallons of its basic product each month for a period of at least one year. The Company believes the underlying contracts are binding upon the counter-parties and the counter-parties from the Company's due diligence are financially capable of completing the terms of the respective contracts.
Business Contracts. The Borrower has not conducted any business other than the business contemplated by the Transaction Documents and it is not a party to or bound by any material contract other than the Transaction Documents to which it is a party or which are contemplated or permitted under the Credit Documents.
Business Contracts. Subject to Section 5(c), all contracts (other than the Real Property Leases, the Personal Property Leases and the Accounts Receivable) to which Seller (or any of its applicable subsidiaries) is a party and which are utilized in the conduct of the Business, including without limitation, contracts relating to suppliers, sales representatives, distributors, purchase orders, marketing arrangements and manufacturing arrangements (the "Business Contracts");
