Certain Contracts Listed Sample Clauses

Certain Contracts Listed. Section 4.16(a) of the Disclosure Schedule lists (and describes, if the Contract is oral) all Contracts under which TEI Bio or the UK Subsidiary has any remaining rights or obligations or could have any liability: (i) that are with Health Care Professionals or customers, other than (A) nondisclosure agreements or purchase orders entered into in the ordinary course of the Business or (B) consignment agreements substantially in the form of Schedule 4.16(b) of the Disclosure Schedule; (ii) that are with (A) Business Employees, other than those on TEI Bio’s standard form of offer letter, a copy of which has been made available to Parent, or (B) any current or former employee, consultant or director with respect to any outstanding loans or advances made to any such individual; (iii) under which TEI Bio or the UK Subsidiary has any obligation to pay any royalty or similar payment; (iv) (A) under which TEI Bio is required, after the date of this Agreement, to make payments of, or deliver goods or services having a value of, more than Seventy-Five Thousand Dollars ($75,000) in any year or (B) for the purchase by TEI Bio of any raw materials or other inventory for or of any Product. for which TEI Bio made in calendar year 2014, or reasonably expects to make in calendar year 2015, payments in excess of One Hundred Thousand Dollars ($100,000); (v) that permit any Person other than TEI Bio or the UK Subsidiary to market, offer, distribute, or sell any Products or services of the Business, including distribution, sales representative, and similar agreements; (vi) that permit any Person other than TEI Bio or the UK Subsidiary to manufacture and sell any Products, including original equipment manufacturer or similar agreements; (vii) that are agreements containing non-compete, nonsolicitation, exclusivity or similar obligations (A) restricting TEI Bio or the UK Subsidiary or any of their personnel from freely engaging in the Business anywhere in the world or (B) restricting any other Person from freely engaging in business in competition with the Business anywhere in the world; (viii) that are powers of attorney or agency agreements with respect to TEI Bio, the UK Subsidiary or the Business; (ix) that are collective bargaining agreements or agreements with labor unions; (x) that are joint venture agreements or other agreements involving the sharing of profits; or (xi) that relate to Indebtedness; (xii) that are agreements of the TEI Bio binding or purporting to bind Affi...
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Certain Contracts Listed. Section 4.16(a) of the Disclosure Schedule lists (and describes, if the Contract is oral) all Contracts under which TEI Med has any remaining rights or obligations or could have any liability: (i) that are with Health Care Professionals or customers, other than (A) nondisclosure agreements or purchase orders entered into in the ordinary course of the Business or (B) consignment agreements substantially in the form of Schedule 4.16(b) of the Disclosure Schedule; (ii) that are with (A) Business Employees, other than those on TEI Med’s standard form of offer letter, a copy of which has been made available to Parent, or (B) any current or former employee, consultant or director with respect to any outstanding loans or advances made to any such individual; (iii) under which TEI Med has any obligation to pay any royalty or similar payment; (iv) (A) under which TEI Med is required, after the date of this Agreement, to make payments of, or deliver goods or services having a value of, more than Seventy-Five Thousand Dollars ($75,000) in any year or (B) for the purchase by TEI Med of any raw materials or other inventory for or of any Product. for which TEI Med made in calendar year 2014, or reasonably expects to make in calendar year 2015, payments in excess of One Hundred Thousand Dollars ($100,000); (v) that permit any Person other than TEI Med to market, offer, distribute, or sell any Products or services of the Business, including distribution, sales representative, and similar agreements; (vi) that permit any Person other than TEI Med to manufacture and sell any Products, including original equipment manufacturer or similar agreements; (vii) that are agreements containing non-compete, nonsolicitation, exclusivity or similar obligations (A) restricting TEI Med or any of its personnel from freely engaging in the Business anywhere in the world or (B) restricting any other Person from freely engaging in business in competition with the Business anywhere in the world; (viii) that are powers of attorney or agency agreements with respect to TEI Med or the Business; (ix) that are collective bargaining agreements or agreements with labor unions; (x) that are joint venture agreements or other agreements involving the sharing of profits; (xi) that relate to Indebtedness; (xii) that are agreements of TEI Med binding or purporting to bind Affiliates of TEI Med; or (xiii) that contain surviving indemnification obligations of TEI Med with respect to the acquisition of any Per...
Certain Contracts Listed. Section 4.13(a) of the Disclosure Schedule contains a complete and accurate list (and description, if the Contract is oral) of all Contracts: (i) that any of the Miltex Companies has entered into with GPOs, distributors or physicians, podiatrists, dentists and veterinarians (other than routine purchase orders) with payments by such customers in excess of $50,000 (Fifty Thousand Dollars) in any year; (ii) except for purchase orders entered into in the Ordinary Course of Business, under which any of the Miltex Companies is required to make payments of (or deliver goods and services having a value of) more than $50,000 (Fifty Thousand Dollars) in any year; (iii) under which any of the Miltex Companies is required to make payments of (or deliver goods and services having a value of) more than $100,000 (One Hundred Thousand Dollars) and that are not cancelable by any of the Miltex Companies upon thirty (30) days' or less notice without penalty; or (iv) that are of the following types: (A) collective bargaining agreement or contract with any labor union; (B) Contract or arrangement with any employee earning over $100,000 (One Hundred Thousand Dollars) annually or Affiliate, including any loan or arrangement governing the right to use assets used in the Business; (C) confidentiality agreement restricting the Miltex Companies from disclosing any information; (D) confidentiality agreement restricting others from disclosing any information regarding the Miltex Companies; (E) non-compete agreement restricting any of the Miltex Companies or their respective Affiliates from freely engaging in business anywhere in the world; (F) other agreement binding or purporting to bind Affiliates of any of the Miltex Companies; (G) non-compete agreement with any of the Miltex Companies restricting others from freely engaging in business in competition with any of the Miltex Companies anywhere in the world; (H) power of attorney or agency agreement; (I) Real Property Lease; (J) forward foreign currency Contract; (K) agreements, instruments, and other documents evidencing indebtedness for borrowed money; (L) joint venture agreements or other agreements involving the sharing of profits; (M) guaranties of indebtedness for borrowed money, suretyships, or surviving post-acquisition indemnification obligations of any of the Miltex Companies; or (N) Contracts entered into other than in the Ordinary Course of Business.
Certain Contracts Listed. Schedule 4.13(a) contains a complete and accurate list (and description, if the Contract is oral) of all Contracts currently in effect: (i) that the Company has entered into with GPOs, distributors or surgeons; (ii) under which the Company is required to make payments of (or deliver goods and services having a value of) more than $15,000 (Fifteen Thousand Dollars) in any year; (iii) that are not cancelable by the Company upon 30 days' or less notice without penalty; or (iv) that are of the following types: (A) collective bargaining agreement or contract with any labor union; (

Related to Certain Contracts Listed

  • Certain Contracts (a) None of the Companies nor any of their Subsidiaries is a party to or bound by any contract, arrangement, commitment or understanding (whether written or oral) (i) that is material to the Companies and their Subsidiaries taken as a whole, (ii) that contains a non-compete or client or customer non-solicit requirement or other provision that restricts the conduct of, or the manner of conducting, any line of business in any geographic area, or, to the knowledge of Seller, upon consummation of the transactions contemplated hereby could restrict the ability of Buyers, the Companies or any of their respective Subsidiaries to engage in any line of business in any geographic area, (iii) that obligates any of the Companies or any of its Subsidiaries to conduct business on an exclusive or preferential basis with any third party or upon consummation of the transactions contemplated hereby will obligate Buyers, the Companies or any of their respective Subsidiaries to conduct business with any third party on an exclusive or preferential basis, in any case of the preceding which is material, (iv) with or to a labor union or guild (including any collective bargaining agreement), (v) that pertains to a material joint venture or material partnership agreement; (vi) that is an indenture, credit agreement, loan agreement, guarantee or other agreement relating to material indebtedness of any Company or any of its Subsidiaries, or of any third party for which the Companies or their Subsidiaries is a guarantor or is otherwise liable; (vii) that requires the Companies or any of their Subsidiaries to make an investment in, or otherwise provide funds to, any person, in each case in an amount in excess of $1 million; (viii) that is with an agency, broker, insurer or other person that accounted for 1% or more of the sales of the Companies and their Insurance Subsidiaries, taken as a whole, for the 12 months ended June 30, 2008; (ix) that provides for the indemnification of any officer, director or employee of the Companies or any of their Subsidiaries; or (x) that would prevent, materially delay or materially impede the Companies’ ability to consummate the transactions contemplated by this Agreement. Each contract, arrangement, commitment or understanding of the type described in this Section 3.13(a), whether or not set forth in the Company Disclosure Schedule, is referred to as a “Company Contract.” (b) (i) Each Company Contract is valid and binding on the applicable Company or its applicable Subsidiary, enforceable against it in accordance with its terms (subject to the Bankruptcy and Equity Exception), and is in full force and effect, (ii) each Company and each of its Subsidiaries and, to Seller’s knowledge, each other party thereto has duly performed all obligations required to be performed by it to date under each Company Contract and (iii) no event or condition exists that constitutes or, after notice or lapse of time or both, will constitute, a breach, violation or default on the part of the applicable Company or any of its Subsidiaries or, to Seller’s knowledge, any other party thereto under any such Company Contract. No notice of default or termination has been received under any Company Contract. There are no disputes pending or, to Seller’s knowledge, threatened with respect to any Company Contract.

  • Certain Contracts and Arrangements (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) agreements involving payments to or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by the Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the Company to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the Company; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are material to the Business. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

  • Contracts, etc To enter into, make and perform all such obligations, contracts, agreements and undertakings of every kind and description, with any Person or Persons, as the Trustees shall in their discretion deem expedient in the conduct of the business of the Trust, for such terms as they shall see fit, whether or not extending beyond the term of office of the Trustees, or beyond the possible expiration of the Trust; to amend, extend, release or cancel any such obligations, contracts, agreements or understandings; and to execute, acknowledge, deliver and record all written instruments which they may deem necessary or expedient in the exercise of their powers;

  • Subproviders and Suppliers List Pursuant to requirements of 43 Texas Administrative Code §9.350 et seq., the Engineer must provide the State a list (Exhibit H-5/DBE or Exhibit H-6/HUB) of all Subproviders and suppliers that submitted quotes or proposals for subcontracts. This list shall include subproviders and suppliers names, addresses, telephone numbers, and type of work desired.

  • PRIOR CONTRACTS SUPERSEDED This contract constitutes the sole agreement of the parties hereto for the services authorized herein and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein.

  • Attachment C, Standard State Provisions for Contracts and Grants Attachment C is hereby deleted in its entirety and replaced by the Attachment C December 15, 2017 attached to this Amendment. Child Support (Applicable to natural persons only; not applicable to corporations, partnerships or LLCs). Contractor is under no obligation to pay child support or is in good standing with respect to or in full compliance with a plan to pay any and all child support payable under a support order as of the date of this amendment.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Governmental Filings; No Violations; Certain Contracts (i) Other than the filing of the Certificate of Merger pursuant to Section 1.6, no notices, reports or other filings are required to be made by the Company with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by the Company from, any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by the Company and the consummation of the Transactions, or in connection with the continuing operation of the business of the Company and its Subsidiaries following the Effective Time. (ii) The execution, delivery and performance of this Agreement by the Company do not, and the consummation of the Transactions will not, constitute or result in (A) a breach or violation of, or a default under, the certificate of incorporation or by-laws of the Company or the comparable governing instruments of any of its Subsidiaries, (B) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) or a default under, the creation or acceleration of any obligations under, or the creation of a Lien on any of the assets of the Company or any of its Subsidiaries pursuant to, any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation, whether oral or in writing (each, a “Contract”), binding upon the Company or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions) compliance with the matters referred to in Section 5.2(d)(i), under any Law to which the Company or any of its Subsidiaries is subject, or (C) any change in the rights or obligations of any party under any Contract binding on the Company or any of its Subsidiaries. Section 5.2(d)(ii) of the Company Disclosure Letter sets forth a correct and complete list of Contracts that would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, pursuant to which consents or waivers are or may be required prior to consummation of the Transactions (whether or not subject to the exception set forth with respect to clauses (B) and (C) above).

  • 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");

  • Contracts and Leases Schedule 4.10 sets forth a true and complete list of all Leases and executory Contracts of the Company that are material to the Business, and Sellers have delivered to Buyer true and complete copies of all such Leases and Contracts, each as amended as of the Agreement Date (the “Material Contracts”). Subject to receipt of the Necessary Consents and compliance with Section 6.10 and subject to the entry of the Sale Order, and any ancillary orders of the Bankruptcy Court pertaining to assumption and assignment of Contracts (a) each of the Material Contracts is in full force and effect and constitutes a valid and binding obligation of the Company or Sellers, and, to the Knowledge of Sellers, each other party thereto, and (b) except as a result of the commencement of the Bankruptcy Cases, the Company or Sellers are not in breach or default in any material respect under any of the Material Contracts and, to the Knowledge of Sellers, the other parties to such Contracts are not in breach or default in any material respect thereunder (and in each such case, to the Knowledge of Sellers, no event exists that with the passage of time or the giving of notice would constitute such material breach or default in any material respect, result in a loss of material rights, result in the payment of any damages or penalties or result in the creation of any Liens thereunder or pursuant thereto other than Permitted Liens); except (i) for those defaults that will be cured in accordance with the Sale Order, are not required to be cured pursuant to section 365(b)(1)(A) of the Bankruptcy Code, or waived in accordance with section 365 of the Bankruptcy Code, or (ii) to the extent such breach or default would not reasonably be expected to have a Seller Material Adverse Effect. Except for filings in the Chapter 11 Cases, to Sellers’ Knowledge, none of the Material Contracts have been cancelled or otherwise terminated by the Company or Sellers, and neither the Company nor Sellers have not delivered any written notice to any counterparty to such Material Contract regarding any such cancellation or termination by the Company or Sellers.

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