Business Contracts Clause Samples

Business Contracts. (a) Schedule 2.13(a) sets forth a true, complete and correct list of the following Contracts (x) to which any of the Companies are a party as of the date of this Agreement or (y) by which any of the Companies are otherwise bound (other than (I) Contracts for commercially available software or any clickwrap, shrinkwrap or other similar standard form electronic Contracts and Company Benefit Plans and (II) the Leases) (the “Business Contracts”): (i) any Contract providing for aggregate annual payments to or by the Companies in excess of One Hundred Thousand Dollars ($100,000); (ii) any Contract that relates to the sale of any of the Companies, in whole or in part, directly or indirectly, or a material portion of the Companies’ assets, other than the sale of tangible personal property in the Ordinary Course of Business; (iii) any property management, leasing, brokerage or similar Contract with respect to the Real Property; (iv) any Contract relating to indebtedness (including, without limitation, guarantees) of any Company, in each case having an outstanding principal amount in excess of One Hundred Thousand Dollars ($100,000), other than indebtedness that is being paid in full at the Closing; (v) all collective bargaining agreements or agreements with any labor organization, union or association to which any Company is a party; (vi) any Contract under which any Company grants any exclusive rights, noncompetition rights, rights of first refusal, rights of first offer or rights of first negotiation to any Person; (vii) any Contract that contains a covenant not to compete that restricts the Business of the Companies or their Subsidiaries in any geographic location; (viii) all partnership agreements, limited liability company agreements and joint venture agreements relating to the Companies; and (ix) any Contract relating to the acquisition or sale of a business (or all or substantially all of the assets thereof) by the Companies. (b) HoldCo has made available or has caused to be made available to the Buyer Parties, prior to the date hereof, true, correct and complete copies of each Business Contract, together with all amendments or supplements thereto. There exist no defaults under any Business Contract by any of the Companies, or, to HoldCo’s Knowledge, by any other Person that is a party to any Business Contract. To HoldCo’s Knowledge, no party to any Business Contract other than the Companies intends to terminate any Business Contract.

Business Contracts. All contracts, agreements and personal property leases (other than the Real Property Leases, the Transferable Permits, the Fuel Contracts, the Colstrip Contracts and the Power Purchase/Exchange Agreements) used primarily in the operation of the Generating Assets that are listed in Section 1.01(a)(v) of the Disclosure Schedule (the "Business Contracts");

Business Contracts. (a) Schedule 1.1(d) lists each agreement (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or a beneficiary or by which Seller (in respect of the Business) or any of the Assets is bound or otherwise obligated with respect to providing staffing services, including all customer contracts, purchase orders and statements of work (collectively, the “Customer Contracts”). Each Customer Contract represents the entire agreement between the Company and the other party or parties thereto. Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in an actual or potential default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both). (b) Schedule 1.1(e) lists each agreement (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or a beneficiary or by which Seller (in respect of the Business) or any of the Assets is bound or otherwise obligated relating to the Temporary Personnel (collectively, the “Temporary Personnel Contracts”). Each Temporary Personnel Contract represents the entire agreement between the Company and the other party or parties thereto. Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Temporary Personnel Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in an actual or potential default, or require the payment of any sum of money, under any Temporary Personnel Contract (with or without the lapse of time or giving of notice, or both). (c) Schedule 1.1(f) lists each agreement (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or a beneficiary or by which Seller (in respect of the Business) or any of the Assets is bound or otherwise obligated relating to the Billable Staffing Independent Contractors (collectively, the “Billable Staffing Independent Contractor Contracts”). Each Billable Staffing Independent Contractor Contract represents the entire agreement between the Company a...

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) Schedule 3.14(a) sets forth, as of the Effective Date, a correct and complete list of the following Contracts to which either of the Acquired Companies is a party or that are otherwise included within the Additional Transferred Assets (the “Business Contracts”) (other than the Company Benefit Plans set forth on Schedule 3.18(a)): (i) all Contracts (excluding work orders and purchase orders, and excluding Contracts under which neither party has any obligation to buy or sell products or services) with Suppliers; (ii) all Contracts (excluding work orders, purchase orders and credit applications submitted in the Ordinary Course) with Customers, other than bids that an Acquired Company has submitted that have not been formally accepted by the applicable Customer in writing as of the Effective Date; (iii) any agreement for the employment of any employee or with respect to the equity or other compensation of any employee who is exclusively employed by the Business that is not terminable at will; (iv) all bonds, debentures, notes, loans, credit or loan agreements or loan commitments, mortgages, indentures, guarantees or other contracts relating to the borrowing of money; (v) all leases or licenses involving any assets (whether personal or mixed, tangible or intangible, but excluding the Leased Real Property and the Owned Real Property) involving an annual commitment or payment of more than $500,000 individually by the Business; (vi) all Leases pertaining to the Leased Real Property that are either entered into by an Acquired Company or otherwise an Additional Transferred Asset involving an annual commitment or payment of more than $250,000; (vii) all contracts that provide for an increased payment or benefit, or accelerated vesting, upon the execution of this Agreement or the Closing or in connection with the transactions contemplated hereby; (viii) all joint venture or partnership contracts, other than the partnership agreement of the Company; (ix) all Contracts restricting the Business from engaging in or competing with any business activity in any geographic area or otherwise purporting to materially limit the conduct of the Business; (x) all Contracts that require any Acquired Company or the Business to use any supplier or third party exclusively with respect to certain products or services or requires the Company to provide to other parties “most favored nation” pricing; (xi) all Contracts requiring any capital commitment or capital expenditure (including...

Business Contracts. (a) Schedule 2.14(a) lists each agreement (whether written or oral and including all amendments and supplements thereto) of the Business pursuant to which Seller is obligated to provide retained search services, including all ongoing customer contracts, purchase orders and statements of work (collectively, the “Customer Contracts”). Subject to obtaining any necessary third Person consents pursuant to Section 4.8, each Customer Contract will continue to be binding in accordance with its terms following the Closing Date, and the closing of the transactions contemplated hereby and will not result in a default, or require the payment of any sum of money, under any Customer Contract (with or without the lapse of time or giving of notice, or both). (b) Schedule 2.14(b) lists the following agreements (whether written or oral and including all amendments and supplements thereto) relating to the Business to which Seller is a party or beneficiary or by which Seller (in respect of the Business) or any of the Assets is bound or otherwise obligated, which is not listed in Schedule 2.14(a) (collectively with the agreements listed in Schedule 2.14(a), the “Business Contracts”): (i) real estate leases; (ii) agreements evidencing, securing or otherwise relating to any Indebtedness for which Seller is, directly or indirectly, liable; (iii) capital or operating leases or conditional sales agreements relating to vehicles, equipment or other Assets; (iv) agreements pursuant to which Seller is entitled or obligated to either acquire any assets from, or sell any assets to, a third Person; (v) insurance policies; (vi) employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; and (vii) agreements to which Seller is a party and to which the Selling Person, or any director, manager or officer of Seller, or any immediate family member of the Selling Person or any Affiliate of the foregoing is also a party. (c) Seller has delivered to Buyer a true, correct and complete copy of each written Business Contract and a written, detailed summary of each material term of each oral Business Contract. Assuming the due authorization, execution and delivery by each other party thereto, each Business Contract is valid, binding and in full force and effect and enforceable in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar Laws affecting the enfor...

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. 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");