Certain Contract Matters Sample Clauses
Certain Contract Matters. (a) Seller shall assign to Buyer, and Buyer shall assume, the Assigned Contracts under Section 365 of the Bankruptcy Code pursuant to the Sale Order. Seller shall provide timely and proper written notice of the Bankruptcy Sale Motion to all parties to such Assigned Contracts, and Buyer shall comply with all requirements of Section 365 of the Bankruptcy Code necessary to permit such assumption and assignment. Buyer shall pay all Contract Cure Amounts in connection with the assumption and assignment of such Assigned Contracts. To the extent any such Assigned Contract does not constitute an executory contract subject to assumption and assignment under Section 365 of the Bankruptcy Code, then the rights and obligations under such Assigned Contracts shall be transferred to Buyer as part of the sale of the Assets with such rights and obligations (including all Contract Cure Amounts) being expressly assumed by Buyer.
(b) Notwithstanding anything herein to the contrary, to the extent the assignment of any Assigned Contract is, after giving effect to Sections 363 and 365 of the Bankruptcy Code, not permitted by Law or not permitted without the consent of another Person, and such restriction cannot be effectively overridden or canceled by the Sale Order or other related order of the Bankruptcy Court, then (i) this Agreement shall not be deemed to constitute an assignment or attempt to assign such Assigned Contract or any right, interest or obligation thereunder if such consent is not given and (ii) no breach of this Agreement shall have occurred by virtue of the nonassignment; provided, however, that Buyer and Seller shall use their commercially reasonable efforts before Closing to obtain any such consents and Seller shall provide or cause to be provided commercially reasonable assistance to Buyer (not including the payment of any consideration) reasonably requested by Buyer to secure such consent after the Closing or cooperate with Buyer (at Buyer’s expense) after the Closing in any lawful and commercially reasonable arrangement reasonably proposed by Buyer under which
(i) Buyer shall obtain the economic Claims, rights and benefits (net of the amount of any related Tax costs imposed on Seller) under the Assigned Contract with respect to which the consent has not been obtained in accordance with this Agreement and (ii) Buyer shall assume any related economic burden (including the amount of any related Tax costs imposed on Seller) with respect to such Assigned Contra...
Certain Contract Matters. (a) All material contacts, leases, agreements and arrangements to which MedPartners or any of the MedPartners Subsidiaries, MedPartners Partnerships or Other MedPartners Entities is a party are legally valid and binding in accordance with their terms and in full force and effect. MedPartners and each MedPartners Subsidiary, MedPartners Partnership or Other MedPartners Entity that is a party to such contracts, leases, agreements and arrangements has complied in all material respects with the provisions of such contracts, leases, agreements and arrangements; to the knowledge of MedPartners, no other party is in default thereunder; and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity of the lease, contract, agreement or arrangement or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on MedPartners.
(b) Except as set forth on Exhibit 3.8 to the MedPartners Disclosure Schedule, no contract or agreement to which MedPartners or any MedPartners Subsidiary, MedPartners Partnership or Other MedPartners Entity is a party will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on MedPartners. A-11 12
(c) Except as set forth on Exhibit 3.8 to the MedPartners Disclosure Schedule, none of MedPartners or any MedPartners Subsidiary, MedPartners Partnership or Other MedPartners Entity has granted any right of first refusal or similar right in favor of any third party with respect to any material portion of its properties or assets or entered into any non-competition agreement or similar agreement restricting its ability to engage in any business in any location.
Certain Contract Matters. (a) All material contracts, leases, agreements and arrangements to which PhyCor or any of the PhyCor Subsidiaries or Other PhyCor Entities is a party are legally valid and binding in accordance with their terms and in full force and effect. PhyCor and each PhyCor Subsidiary or Other PhyCor Entity that is a party to such contracts, leases, agreements and arrangements has complied in all material respects with the provisions of such contracts, leases, agreements and arrangements; to the knowledge of PhyCor, no other party is in default thereunder; and no event has occurred which, but for the passage of time or the giving of notice or both, would constitute a default thereunder, except, in each case, where the invalidity of the lease, contract, agreement or arrangement or the default or breach thereunder or thereof would not, individually or in the aggregate, have a material adverse effect on PhyCor.
(b) Except as set forth on Exhibit 4.8 to the PhyCor Disclosure Schedule, no contract or agreement to which PhyCor or any PhyCor Subsidiary, PhyCor Partnership or Other PhyCor Entity is a party will, by its terms, terminate as a result of the transactions contemplated hereby or require any consent from any obligor thereto in order to remain in full force and effect immediately after the Effective Time, except for contracts or agreements which, if terminated, would not have a material adverse effect on PhyCor.
Certain Contract Matters. (a) With respect to the negotiation, execution and delivery of (i) a new Collective Bargaining Agreement between the Company or any Company Subsidiary with The International Union, United Automobile, Aerospace & Agricultural Implement Workers of America as the recognized representative for the hourly workforce at the Seller’s Bellevue, Ohio facility, or (ii) a new Collective Bargaining Agreement or an extension or modification of the existing Collective Bargaining Agreement, in respect of Seller’s Chicago, Illinois facility, with the International Union, United Automobile, Aerospace & Agricultural Implement Workers of America, and its Local No. 3212, Seller shall not enter into any such agreement without first informing Purchaser of all of the material terms and provisions thereof.
(b) Neither the Company nor any Company Subsidiary shall consummate or complete any joint venture agreement with Rasandik Engineering Industries India Ltd, without the prior written consent of Purchaser, consent not to be unreasonably withheld or delayed.
Certain Contract Matters. If, between the date of this Agreement and the Closing, the Company shall have entered into a binding agreement related to the decommissioning of the San ▇▇▇▇▇▇ Nuclear Generating Station or the Vermont Yankee Nuclear Reactor (each a "Decommissioning Project"), then, at least five (5) Business Days before the Closing Date, Seller shall have provided the Clean Team with executed copies of such agreements and the Clean Team shall have confirmed that such agreements do not contain binding terms regarding (i) any fixed price payment provisions without regard to volume in consideration for the Company's services, or (ii) provisions by which the Company is agreeing to share in any losses of a third party related to such Decommissioning Project, other than on-site services (including without limitation characterization, profiling or other waste services), processing, packaging, waste disposal or transportation services. No later than two (2) Business Days prior to the Closing Date, the Clean Team shall either (a) notify Purchaser and Seller if it believes that the conditions set forth in (i) and (ii) above have not been satisfied and consult with Seller regarding such conditions, or (b) provide written confirmation to Purchaser and Seller that the conditions set forth in (i) and (ii) above have been satisfied.
Certain Contract Matters. 28 Section 3.16. Insurance.................................................................28 Section 3.17. Certain Business Practices................................................28 Section 3.18. Product Warranties........................................................29 Section 3.19.
Certain Contract Matters. (a) Section 3.15 (a) of the Company Disclosure Schedule sets forth each oral or written (i) distributor, VAR (value added reseller), sales representative or similar agreement to which the Company is a party, other than any such agreement which is subject to termination by the Company, without penalty or cost (other than the cost of return of unsold products) in excess of $10,000, upon notice of 90 days or less; (ii) OEM agreement to which the Company is a party, and which has a remaining term in excess of 90 days, other than any such agreement referred to in clause (ii) pursuant to which total sales by the Company in the year ended December 31, 1998 were less than $100,000 and anticipated sales during calendar year 1999 are less than such amount; (iii) other contract or commitment in which the Company or any of its subsidiaries has granted or received manufacturing rights, most favored customer pricing provisions or exclusive marketing rights relating to any product or service, any group of products or services or any territory; and (iv) joint venture or partnership contract or agreement or other agreement which has involved or is reasonably expected to involve a sharing of profits or losses with any other party.
(b) Except as set forth in Section 3.15(b) of the Company Disclosure Schedule, the Company is not a party to, or bound by, any agreement which restricts its ability to engage in business, or compete with any person, in any product line or line of business in any place in the world.
Certain Contract Matters. The Company will use all commercially reasonable efforts (but, in respect of the Contracts set forth in clause 1 of Schedule 7.1(u), its best efforts), and the Sellers will cause the Company, to procure (i) that on or prior to Closing the contracts set out in Schedule 7.1(u) (including all rights of the Protek party associated therewith as from the date of such contracts but excluding for the avoidance of doubt all obligations thereunder due for performance prior to the date of this agreement) are novated from such Protek party to PNM(UK)L or (ii) that on or prior to Closing the counterparty to such contracts delivers to PNM(UK)L a written acknowledgement that PNM(UK)L was and was intended to be the Protek party to such contracts as from the date of such contracts.
Certain Contract Matters. If, prior to March 1, 2007, the U.S. Department of the Army either (i) fails to exercise the option on the order for the Army Reserve Network Support (ARNET) or exercises such option on the order for the ARNET but fails to fund it at a level substantially equal to or higher than the immediately preceding contract year or (ii) in lieu of exercising such option, fails to extend the current order of the Army Reserve Network Support (ARNET), whether through one or more contract extensions, for a period of at least six (6) months after March 1, 2007 (an “Option Failure”),then (i) the Buyer or the Company will promptly advise the Stockholders of such failure in writing accompanied by any written correspondence from the customer related to the Option Failure and (ii) not later than thirty (30) days after receipt of the notification of the occurrence of such Option Failure, the Stockholders shall pay, on a pro-rata basis, Five Million Dollars ($5,000,000) from funds to be disbursed from the Holdback Amount in accordance with the terms of the Escrow Agreement.
Certain Contract Matters