Capital Expenditure and Commitments Sample Clauses

Capital Expenditure and Commitments. Except as disclosed in Part 5.11 of the Disclosure Schedule or in the Company Financial Statements: 5.11.1. The Company has not undertaken to make any material capital commitment, expenditure or purchase in excess of $10,000. 5.11.2. The Company is not a party to any material hire, hire purchase, credit sale or conditional sale agreement or any contract providing for payment on deferred terms in respect of assets purchased by the Company. 5.11.3. The Company is not in breach of any material obligation under any material deed, agreement or transaction to which it is a party, and to the best of its knowledge, no third party that has transacted business with the Company is in breach of any of its material obligations under any material deed, agreement, or transaction with the Company to which it is a party. 5.11.4. The Company is not aware of any Security Interest on, over or affecting the issued or unissued share capital of the Company and there is no agreement or commitment to give or create any such Security Interest and no claim has been made by any Person to be entitled to any such Security Interest. 5.11.5. The Company has not given any guarantee, indemnity or security for, or otherwise agreed to become directly or contingently liable for, any obligation of any other individual or entity, except in its ordinary course of business, and to the best of its knowledge, no individual or entity has given any guaranty of or security for any of the Company's obligations. 5.11.6. There are in force no powers of attorney given by the Company with respect to any asset or business of the Company, and no individual or entity, as agent, representative, distributor or otherwise, is entitled or authorized to bind or commit the Company to any obligation not in the ordinary course of the Company's business. 5.11.7. The Company has not applied for or received any grant or allowance from any governmental authority.

Capital Expenditure and Commitments. Except as disclosed in Part 2.11 of the Company Disclosure Schedule or in the Company Financial Statements: (a) The Company has not undertaken to make any material capital commitment, expenditure or purchase in excess of fifty thousand United States dollars ($50,000). (b) The Company is not a party to any material hire, hire purchase, credit sale or conditional sale agreement or any contract providing for payment on deferred terms in respect of assets purchased by the Company. (c) The Company is not in breach of any material obligation under any material deed, agreement or transaction to which it is a party, and to its knowledge, no third party that has transacted business with the Company is in breach of any of its material obligations under any material deed, agreement, or transaction with the Company to which it is a party. (d) To the knowledge of the Company there is no a Security Interest on, over or affecting the issued or unissued share capital of the Company, nor to the knowledge of the Company is there any agreement or commitment to give or create any such Security Interest and no claim has been made by any Person to be entitled to any such Security Interest. (e) The Company has not given any material guarantee, indemnity or security for, or otherwise agreed to become directly or contingently liable for, any obligation of any other individual or entity, and to the Company’s knowledge, no individual or entity has given any guaranty of or security for any of the Company’s obligations. (f) There are in force no powers of attorney given by the Company with respect to any asset or business of the Company, and no individual or entity, as agent, representative, distributor or otherwise, is entitled or authorized to bind or commit the Company to any obligation not in the ordinary course of the Company’s business. (g) The Company has not applied for or received any grant, right or allowance from any governmental authority in any jurisdiction with the exception of grants, rights and allowances received from the Office of the Chief Scientist (“OCS”), the Marketing Advancement Fund and the Investment Center (“IC”) of the Ministry of Industry and Trade of the State of Israel. Part 2.11(g) of the Company Disclosure Schedule provides an accurate description and breakdown of all grants, rights and allowances received from the OCS, the Marketing Advancement Fund and the IC to date.

Capital Expenditure and Commitments. Except as disclosed in the Financial Statements (including the notes thereto): (a) Except as set forth in Part 2.11(a) of the Disclosure Schedule, the Company has not made or undertaken to make any material capital commitment, expenditure or purchase in excess of $25,000. (b) The Company is not a party to any hire, hire purchase, credit sale or conditional sale agreement or any contract providing for payment on deferred terms in respect of assets purchased by the Company. (c) The Company is not aware of any Encumbrances on, over or affecting the issued or unissued capital stock of the Company, nor is the Company aware of any agreement or commitment to give or create any such Encumbrance and no claim has been made by any Person to be entitled to any such Encumbrance. (d) The Company has not given any guarantee, indemnity or security for, or otherwise agreed to become directly or contingently liable for, any obligation of any other individual or entity, except in its ordinary course of business, and to the best of its Knowledge, no individual or entity has given any guaranty of or security for any of the Company’s obligations. (e) There are in force no powers of attorney given by the Company with respect to any asset or business of the Company, and no individual or entity, as agent, representative, distributor or otherwise, is entitled or authorized to bind or commit the Company to any obligation not in the ordinary course of the Company’s business. (f) Other than as set forth in Part 2.11(f) of the Disclosure Schedule, the Company has not made any application to nor received any grant, allowance or other support or benefits (including, without limitation, tax benefits) from any Governmental Body, nor was at any time during the conception of any of the Intellectual Property, any developer, inventor or other contributor to the Intellectual Property, operating under any grants from any Governmental Body or performing research sponsored by any Governmental Body or private source.

Capital Expenditure and Commitments. Except as disclosed in the SV Financial Statements (including the notes thereto): (a) Scitex Vision (including its subsidiaries) has not made or undertaken to make any material capital commitment, expenditure or purchase in excess of $150,000. (b) Neither Scitex Vision nor its subsidiaries is a party to any material hire, hire purchase, credit sale or conditional sale agreement or any contract providing for payment on deferred terms in respect of assets purchased by Scitex Vision or its subsidiaries.

Capital Expenditure and Commitments. Except as disclosed in the Aprion Financial Statements (including the notes thereto): (a) Aprion (including its subsidiaries) has not made or undertaken to make any material capital commitment, expenditure or purchase in excess of $150,000. (b) Neither Aprion nor its subsidiaries is a party to any material hire, hire purchase, credit sale or conditional sale agreement or any contract providing for payment on deferred terms in respect of assets purchased by Aprion or its subsidiaries. (c) Neither Aprion nor its subsidiaries has given any guarantee, indemnity or security for, or otherwise agreed to become directly or contingently liable for, any obligation of any other individual or entity, except in its ordinary course of business, and to the best of its knowledge, no individual or entity has given any guaranty of or security for any of Aprion’s or its subsidiaries obligations. (d) There are in force no powers of attorney given by Aprion or its subsidiaries (other than powers of attorney granted to legal counsel solely for the purposes of representing Aprion in legal proceedings) with respect to any asset or business of Aprion or its subsidiaries, and no individual or entity, as agent, representative, distributor or otherwise, is entitled or authorized to bind or commit Aprion or its subsidiaries to any obligation not in the ordinary course of Aprion’s business.

Capital Expenditure and Commitments. Except as disclosed in Section 4.13 of the Disclosure Schedule or in the Financial Statements: 4.13.1. Since the date of the most current Financial Statements, the Sellers have not undertaken to make any material capital commitment, expenditure or purchase in excess of $10,000 or $20,000 in the aggregate. 4.13.2. The Sellers are not parties to any material hire, hire purchase, credit sale or conditional sale agreement or any Contract providing for payment on deferred terms in respect of Assets. 4.13.3. The Sellers are not in breach of any material obligation under any material deed, agreement or transaction to which they are a party, and to the best of their knowledge, no third party that has transacted business with the Sellers is in breach of any of its material obligations under any material deed, agreement, or transaction.

Related to Capital Expenditure and Commitments

Capital Expenditure Make or incur any Capital Expenditure if, after giving effect thereto, the aggregate amount of all Capital Expenditures by Borrower in any fiscal year would exceed the amount set forth on the Schedule;
Capital Expenditures The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty).
Maximum Capital Expenditures The Parent and the Borrower will, and will cause each Consolidated Subsidiary to, not make Capital Expenditures on a consolidated basis that exceed $30,000,000 in any fiscal year (the “Base Capital Expenditure Amount”). Notwithstanding anything to the contrary, the Base Capital Expenditure Amount shall be increased by the following amounts: (i) to the extent that the aggregate amount of Capital Expenditures made by the Parent and its Consolidated Subsidiaries in any fiscal year is less than the Base Capital Expenditure Amount, the amount of such difference may be carried forward and used to make Capital Expenditures in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (i) shall in no event exceed an amount equal to 75% of the unused portion of the Base Capital Expenditure Amount for such fiscal year (without giving effect to any prior adjustments), (ii) if no Default or Event of Default has occurred and is continuing, or would result after giving effect thereto, the Parent and its Consolidated Subsidiaries may make additional Capital Expenditures to the extent that the amount of such excess is deducted from the Base Capital Expenditure Amount in succeeding fiscal years, provided that in any fiscal year, the amount permitted to be applied to make Capital Expenditures pursuant to this clause (ii) shall in no event exceed an amount equal to 25% of the Base Capital Expenditure Amount (without giving effect to any prior adjustments) and (iii) the Base Capital Expenditure Amount shall exclude any Capital Expenditures that are funded with the Available Credits; provided that, at the time of such Capital Expenditures, the Borrower shall deliver a certificate of a Financial Officer stating the portion of Capital Expenditures that is being made from the Available Credit, and setting forth a calculation of the Available Credit immediately before and immediately after such Capital Expenditures.
Agreements and Commitments As of the date of this Agreement the Company is not a party or subject to any oral or written executory contract or, to the extent expressly enumerated in paragraphs below, commitment, that is material to the Company, its financial condition, business or prospects, including but not limited to the following: (a) Any contract, commitment, letter agreement or purchase order providing for payments by or to the Company in an aggregate amount of (i) $10,000 or more in the Ordinary Course or (ii) $5,000 or more not in the Ordinary Course; (b) Any license agreement under which the Company is licensor (except for any nonexclusive software license granted by the Company to customers in the Ordinary Course); or under which the Company is licensee (except for standard "shrink wrap" licenses for off-the-shelf software products with a license fee or purchase price of under $5,000 per copy or seat); (c) Any material agreement by the Company to encumber, transfer or sell rights in or with respect to any material item of the Company Intellectual Property (as defined in Section 3.11 hereof), excluding non-exclusive software licenses; (d) Any agreement for the sale or lease of real or tangible personal property involving more than $10,000 per year; (e) Any dealer, distributor, sales representative, original equipment manufacturer, value-added remarketer or other agreement for the distribution of the Company's products; (f) Any franchise agreement; (g) Any stock redemption or agreement obligating the Company to purchase its capital stock; (h) Any joint venture contract or arrangement or any other agreement that involves a sharing of profits with other persons or the payment of royalties to any other person, excluding non-exclusive software licenses; (i) Any instrument evidencing indebtedness for borrowed money by way of direct loan, sale of debt securities, purchase money obligation, conditional sale, guarantee or otherwise, except for trade indebtedness or any advance to any employee of the Company incurred or made in the Ordinary Course, and except as disclosed in the Company Financial Statements; (j) Any contract containing covenants purporting to limit the Company's freedom to compete in any line of business, market or industry and/or in any geographic area; or (k) Any contract for the employment of any officer, employee or consultant of the Company or any other type of contract or commitment with any officer, employee or consultant of the Company that is not immediately terminable by the Company without cost or other liability. All agreements, obligations and commitments disclosed in Item 3.10, Item 3.11, Item 3.14.3 or Item 3.14.6 as required by Section 3.10, Section 3.11, Section 3.14.3 or Section 3.14.6, as the case may be, are valid and in full force and effect, except where the failure to be such would not have a Material Adverse Effect on the Company. Neither the Company nor to Shareholder's knowledge any other party is in breach of or default under any material term of any such agreement, obligation or commitment nor has such other party threatened such a breach or default. The Company is not a party to any contract or arrangement that Shareholder believes will have a Material Adverse Effect on the Company. The Company does not have liability for renegotiation of government contracts or subcontracts that can reasonably be expected to have a Material Adverse Effect on the Company.
Consolidated Capital Expenditures (i) Company will not, and will not permit any of its Subsidiaries to, make or commit to make Consolidated Capital Expenditures in any Fiscal Year, beginning with the Fiscal Year ending December 31, 2003, except Consolidated Capital Expenditures which do not aggregate in excess of the corresponding amount set forth below opposite such Fiscal Year: Fiscal Year ending December 31, 2003 $ 5,000,000 Fiscal Year ending December 31, 2004 $ 5,000,000 Fiscal Year ending December 31, 2005 and each Fiscal Year thereafter $ 7,000,000 provided that (a) if the aggregate amount of Consolidated Capital Expenditures actually made in any such Fiscal Year shall be less than the limit with respect thereto set forth above (before giving effect to any increase therein pursuant to this proviso) (the “Base Amount”), then the amount of such shortfall (up to an amount equal to 50% of the Base Amount for such Fiscal Year, without giving effect to this proviso) may be added to the amount of such Consolidated Capital Expenditures permitted for the immediately succeeding Fiscal Year and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used prior to Company and its Subsidiaries using the amount of capital expenditures permitted by this section in such succeeding Fiscal Year, without giving effect to such carryforward and (b) for any Fiscal Year (or portion thereof) following any acquisition of a business (whether through the purchase of assets or of shares of capital stock) permitted under subsection 6.7, the Base Amount for such Fiscal Year (or portion) shall be increased, for each such acquisition, by an amount equal to the product of (A) the lesser of (x) $5,000,000 and (y) 4% of revenues of the business acquired in such acquisition for the period of four Fiscal Quarters most recently ended on or prior to the date of such business acquisition multiplied by (B) (x) in the case of any partial Fiscal Year, a fraction, the numerator of which is the number of days remaining in such Fiscal Year after the date of such business acquisition and the denominator of which is 365 (or 366 in a leap year), and (y) in the case of any full Fiscal Year, 1. (ii) The parties acknowledge and agree that the permitted Consolidated Capital Expenditure level set forth in clause (i) above shall be exclusive of the amount of Consolidated Capital Expenditures actually made with the proceeds of a cash capital contribution to Company (including the proceeds of issuance of equity securities) made by Parent from the issuance by Parent of its equity Securities after the Closing Date and specifically identified in a certificate delivered by an Authorized Officer of Company to Administrative Agent on or about the time such capital contribution is made; provided that, to the extent any such cash capital contributions constitute Net Securities Proceeds after the Closing Date, only that portion of such Net Securities Proceeds which is not required to be applied as a prepayment pursuant to Section 2.4B(ii)(c) (or pursuant to the First Lien Credit Agreement) may be used for Consolidated Capital Expenditures pursuant to this clause (ii).
LENDER'S EXPENDITURES If any action or proceeding is commenced that would materially affect Lender’s interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower’s failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower’s behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the Indebtedness and, at Lender’s option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note’s maturity.
Objectives and Commitments 7.1 The Objectives of the Parties to this Agreement are: (a) to promote fair, cooperative and productive workplace relations in the building and construction industry; (b) to provide a detailed set of agreed employment benefits, conditions, rights and obligations; (c) to explore the potential for innovation and new technologies; (d) to consider any benefits of alternative hours of work; (e) to support the establishment of consultative bodies to consider the impact of climate change on the working conditions in the industry; (f) to establish practices that support opportunities for a diversified workforce; (g) to support the implementation of highest possible levels of OHS practices, procedures and training; (h) to ensure that fair and equitable employment practices are applied in the workplace; (i) to improve efficiency in the workplace; (j) to provide for the establishment and observance of an effective disputes settlement procedure that involves Employees and their representatives, when requested, at the earliest stage of any dispute or potential dispute. 7.2 The Parties to this Agreement commit themselves to ensuring that: (a) The efficiency measures contained in this Agreement are implemented and lead to real gains in productivity. (b) The principles of industry modernisation are realised during the life of this Agreement (in accordance with Part 11). (c) Productivity gains will not be achieved at the expense of health and safety standards. (d) The disputes settlement procedures provided herein are strictly adhered to. (e) Employment should wherever possible be full time and on going.
Expenditure Limit The Contractor shall notify the County of Orange assigned Deputy Purchasing Agent in writing when the expenditures against the Contract reach 75 percent of the dollar limit on the Contract. The County will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on the Contract unless a change order to cover those costs has been issued.
Commitment of Current Revenues Only In the event that, during any term hereof, the Commissioners Court does not appropriate sufficient funds to meet the obligations of County under this Agreement, County may terminate this Agreement upon ninety (90) days written notice to Company. County agrees, however, to use reasonable efforts to secure funds necessary for the continued performance of this Agreement. The parties intend this provision to be a continuing right to terminate this Agreement at the expiration of each budget period of County. Agreements for the acquisition, including lease of real or personal property under Tex. Loc. Govt. Code §271.903 (Xxxxxx Supp. 1996).
Limitation on Capital Expenditures Make or commit to make any Capital Expenditures except: (a) Capital Expenditures made (or deemed made) with the proceeds of any Reinvestment Deferred Amount (including Capital Expenditures made during the six-month period prior to the relevant Reinvestment Event); (b) Capital Expenditures in any Fiscal Year to finance the acquisition, construction or leasing of fixed or capital assets of the Borrower and its Class I Restricted Subsidiaries in the ordinary course of business not exceeding the Applicable Consolidated EBITDA Amount for such Fiscal Year; provided, that (x) such amounts referred to above, if not so expended in the Fiscal Year for which it is permitted, may be carried over for expenditure in the next succeeding Fiscal Year and (y) Capital Expenditures made pursuant to this paragraph (b) during any Fiscal Year shall be deemed made, first, in respect of amounts permitted for such Fiscal Year as provided above and, second, in respect of amounts carried over from the prior Fiscal Year pursuant to clause (x) above; (c) to the extent that no amounts under Section 7.7(a) and (b) are available, Capital Expenditures to finance the acquisition, construction or leasing of fixed or capital assets in an amount not to exceed the Applicable Amount at the time of, and immediately prior to the making of, such Capital Expenditure; provided that, immediately prior to and after giving effect to such Capital Expenditure under this paragraph (c), no Default or Event of Default shall have occurred and be continuing; and (d) notwithstanding anything in this Section 7.7 to the contrary, and without utilization of any amounts described in paragraphs (a) through (c) of this Section 7.7, purchases of digital projectors and other digital cinema equipment from or with DCIP.

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