Buyer Material Contracts. Section 4.10
Buyer Material Contracts. (a) Section 4.13(a) of the Disclosure Schedules lists each of the following contracts and other agreements of Buyer (together with all Leases listed in Section 4.14(b) of the Disclosure Schedules, collectively, the “Buyer Material Contracts”):
(i) each agreement of Buyer involving aggregate consideration in excess of $250,000 or requiring performance by any party more than one year from the date hereof, which, in each case, cannot be cancelled by Buyer without penalty or without more than 180 days’ notice;
(ii) all agreements that relate to the sale of any of Buyer’s assets, other than in the ordinary course of business, for consideration in excess of $250,000;
(iii) all agreements that relate to the acquisition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case involving amounts in excess of $250,000;
(iv) except for agreements relating to trade payables, all agreements relating to indebtedness (including, without limitation, guarantees) of Buyer, in each case having an outstanding principal amount in excess of $250,000;
(v) all agreements between or among Buyer on the one hand and Buyer or any Affiliate of Buyer on the other hand;
(vi) any contract (A) providing for cryptocurrency mining pool arrangements, (B) with a digital asset exchange or over-the-counter desk, or (C) providing for or relating to the purchase, sale, transmission, distribution or management of power or energy, including any retail and wholesale supply, offtake, and demand response agreements, interconnection, transmission service, distribution facility extension and shared facility agreements and management, consulting, advisory and brokerage agreements; and
(vii) all collective bargaining agreements or agreements with any labor organization, union or association to which Buyer is a party.
(b) Except as set forth on Section 4.13(b) of the Disclosure Schedules, Buyer is not in breach of, or default under, any Material Contract, except for such breaches or defaults that would not have a Material Adverse Effect.
Buyer Material Contracts. Each of Buyer and Buyer Sub has performed all material obligations required to be performed by them to date under the Buyer Material Contracts and, is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder in any material respect, except for failures to perform or any such breach that would not have a Buyer Material Adverse Effect. Neither Buyer nor any of its Subsidiaries has any Buyer Plans.
Buyer Material Contracts. Section 4.11 of the Buyer Disclosure Letter sets forth a correct and complete list of all Buyer Material Contracts. Each Buyer Material Contract is a valid and binding obligation of Buyer and, to the Knowledge of Buyer, of each other party thereto, and, to the Knowledge of Buyer, is in full force and effect and enforceable in accordance with its terms (subject to the Bankruptcy and Equity Exclusion), and neither the Company, nor, to the Knowledge of Sellers, any other party thereto is (with or without the lapse of time or the giving of notice, or both) in material breach or material default thereunder, except for such breaches or defaults as would not reasonably be expected to be material to Buyer or have a Buyer Material Adverse Effect. None of the Buyer Material Contracts have been canceled or otherwise terminated, and Buyer has not received any written notice from any Person regarding any such cancellation or termination or any material default, in each case, with respect to a Buyer Material Contract.
Buyer Material Contracts. Section 6.18 of the Buyer Disclosure Schedules sets forth a true, correct and complete list of all Buyer Material Contracts. As of the date hereof, each Buyer Material Contract set forth on Section 6.18 of the Buyer Disclosure Schedules is valid and binding on the Buyer, Merger Sub I and Merger Sub II LLC to the extent the Buyer, Merger Sub I and Merger Sub II LLC are party thereto, as applicable, and, to the Knowledge of the Buyer, each other party thereto, and is in full force and effect and enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by the Equitable Exceptions. With respect to all Buyer Material Contracts, neither the Buyer nor, to the Knowledge of the Buyer, any other party to any such Buyer Material Contract is in breach thereof or default thereunder and, to the Knowledge of the Buyer, there does not exist under any Buyer Material Contract any event which, with the giving of notice or the lapse of time, would constitute such a breach or default by the Buyer or, to the Knowledge of the Buyer, any other party to such Buyer Material Contract, in each case except for such breaches, defaults and events as to which requisite waivers or consents have been obtained (which waivers or consents are not subject to (x) any conditions which have not be satisfied or (y) an expiration date prior to the end of the term of such Buyer Material Contract), which would not, individually or in the aggregate, reasonably be expected to be material to the Buyer and its Subsidiaries, taken as a whole. As of the date hereof, none of the Buyer Material Contracts has been canceled or otherwise terminated (other than such Buyer Material Contracts as have expired in accordance with their respective terms) and none of Buyer, Merger Sub I or Merger Sub II LLC has received any written notice from any Person regarding any such cancellation or termination or any material default, in each case with respect to a Buyer Material Contract.
Buyer Material Contracts. The Buyer is not party to any Contract that is material to the Buyer, other than the Buyer Material Contracts. The Buyer has performed all material obligations required to be performed by it to date under the Buyer Material Contracts and is not (with or without the lapse of time or the giving of notice, or both) in breach or default thereunder in any material respect.
Buyer Material Contracts. (a) Section 3.2.16(a) of the Buyer Disclosure Schedule lists all of the following Contracts to which Buyer or which a Renovaro Group member is a party (the “Buyer Material Contracts”):
(i) any Contract with an annual payment obligation by the Buyer of more than $300,000 (A) relating to the performance of services by, any employee, consultant, or other Person, (B) in accordance with which Buyer or any Renovaro Group member is or may become obligated to make any severance, termination, incentive, or similar payment to any current or former officer, director, or employee, or (C) in accordance with which Buyer or a Renovaro Group member may be required to provide, or accelerate the vesting of, any payments, benefits, or equity rights upon the occurrence of any of the Transactions;
(ii) any Contract imposing any restriction on the right or ability of Buyer or any Renovaro Group member, or that, after consummation of the Transactions, would impose a restriction on the right or ability of Buyer or any Renovaro Group member, to compete in any line of business or in any geographic region with any other Person or to transact business or deal in any other manner with any other Person;
(iii) any Contract that provides for indemnification of any officer, director, employee, agent of Buyer or any Renovaro Group member;
(iv) any Contract with a third party in accordance with which Buyer (A) has paid or received $300,000 or more annually;
(v) any Contract or agreement of partnership or joint venture, limited liability company or operating agreement that would give rise to an obligation on the part of Buyer or any Renovaro Group member to form a joint venture or to acquire securities of, or any other equity interest in, a third party;
(vi) any Buyer Lease;
(vii) any Contract providing for the development of any Technology or other Intellectual Property, independently or jointly, by or for Buyer or any Renovaro Group member (other than agreements with employees and independent contractors of Buyer or any Renovaro Group member);
(viii) any settlement, conciliation or similar agreement under which Buyer, any Renovaro Group member or any counterparty to any such agreement has any outstanding obligations in excess of $200,000;
(ix) any Contract relating to the distribution, reselling, whole selling, advertising, marketing or sales of Buyer’s or any Renovaro Group member’s services or products, if any;
(x) any Contract that grants any right of first refusal or right of first off...
Buyer Material Contracts. Section 4.8 of the Disclosure Schedule sets forth a true, correct and complete list of each “material contract” (as such term is defined in Regulation S-K of the SEC) to which Buyer is a party (the “Buyer Material Contracts”), other than any such Buyer Material Contract that is listed as an exhibit to Buyer’s annual report on Form 10-K for the year ended December 31, 2018.
Buyer Material Contracts. The Buyer Disclosure Letter contains a list of all Buyer Material Contracts as of the date of this Agreement. Except as disclosed in the Buyer Disclosure Letter, Xxxxx has made available to Target true and complete copies of all Buyer Material Contracts. Buyer is not in default or breach of any Buyer Material Contract, and there exists no state of facts that, after notice or lapse of time or both, would constitute a default or breach (subject to obtaining the consents referred to in Section 9 of this Schedule E). No counterparty to any Buyer Material Contract is in default of any of its obligations under any Buyer Material Contract, Buyer is entitled to all benefits under each Buyer Material Contract, and Buyer has not received any notice of termination of any Buyer Material Contract.
Buyer Material Contracts. Buyer Proprietary Rights..
