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 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. 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; (
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...
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.