Certain Material Contracts. (a) Schedule 3.18(a) to the Company Disclosure Schedule lists each agreement and arrangement (whether written or oral and including all amendments thereto) to which the Company or any of its subsidiaries is a party or a beneficiary or by which the Company or any of its subsidiaries is bound that is material, directly or indirectly, to the business of the Company and any of its subsidiaries, taken as a whole (collectively, the "Material Contracts"), including without limitation (i) any supply, distribution or other agreements or arrangements pursuant to which the Company or its subsidiaries sell or distribute any products or services and which is not cancelable within 30 days notice without penalty; (ii) any warranty agreements or arrangements under which the Company or any of its subsidiaries has any liability with a value in excess of $50,000; (iii) any capital or operating leases or conditional sales agreements relating to vehicles or equipment with a value in excess of $50,000; (iv) any agreements or arrangements pursuant to which the Company or any of its subsidiaries is entitled or obligated to acquire any assets from a third party in excess of $50,000; (v) insurance policies; (vi) any employment, consulting, noncompetition, separation, collective bargaining, union or labor agreements or arrangements; (vii) any agreement evidencing, securing or otherwise relating to any indebtedness for which the Company or any of its subsidiaries has any liability in excess of $50,000, (viii) any agreement with or for the benefit of any stockholder, director, officer or employee of the Company or any of its subsidiaries, or any affiliate or family member thereof; and (ix) any other agreement or arrangement pursuant to which the Company or any of its subsidiaries could be required to make or be entitled to receive aggregate payments in excess of $50,000 and which is not cancelable within 30 days notice without penalty.
(b) The Company and its subsidiaries have performed in all material respects all of their obligations under each Material Contract and there exists no material breach or default (or event that with notice or lapse of time would constitute a material breach or default) under any Material Contract.
(c) On the date hereof and on the Closing Date, each Material Contract will be valid, binding and in full force and effect and enforceable in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency...
Certain Material Contracts. Promptly, from time to time upon the Bank’s request copies of any (i) Approved Capital Partner Loan Program Agreements (to the extent not subject to confidentiality obligations, which such confidentiality obligations have not been waived by the relevant Approved Capital Partner after good faith efforts by Borrower; provided that Borrower may redact pricing and other competitively sensitive information from such agreements), (ii) Installer Agreements and (iii) agreements relating to Originated Customer Loans, together with all schedules, exhibits, annexes or other attachments thereto, provided that the relevant Approved Capital Partner has provided any necessary consents for such disclosure (it being agreed that Borrower shall use commercially reasonable efforts to obtain all such necessary consent for disclosure) and that all personally identifiable information or other private customer information has been redacted or Borrower and Bank mutually agree that such information need not be redacted; and
Certain Material Contracts. 30 SECTION 4.20. PRINCIPAL CUSTOMERS AND SUPPLIERS........................................................31 SECTION 4.21. INTELLECTUAL PROPERTY....................................................................31 SECTION 4.22. OPINION OF FINANCIAL ADVISORS............................................................32 SECTION 4.23.
Certain Material Contracts. (i) Any Credit Card Processor Agreement, E-911 Agreement or Number Port Agreement shall be terminated, not renewed by any party thereto or the applicable Credit Party shall have received a notice of termination with respect thereof and no replacement agreement has been entered into by such Credit Party or no transition arrangement has been implemented by such Credit Party prior to the effectiveness of such termination or nonrenewal that is reasonably satisfactory to the Administrative Agent, (ii) for any Xxxxx 0 Xxxxxxxx, (X) there has been a breach by Xxxxx 0 Communications, LLC or any Affiliate thereof involving a service provided under a Level 3 Contract which would reasonably be expected to cause a Material Adverse Effect, either individually or in the aggregate, on any Credit Party’s operations and for which service there is no substitute reasonably acceptable to the Administrative Agent and immediately available on commercially similar terms or (B) a termination of a Level 3 Contract involving a service provided, which termination would reasonably be expected to cause a Material Adverse Effect, either individually or in the aggregate, on any Credit Party’s operations and for which service there is no substitute reasonably acceptable to the Administrative Agent and immediately available on commercially similar terms or (iii) any Patent Litigation Settlement referred to in clauses (a)(i)–(viii) of the definition thereof or replacements or substitutes for, pursuant to clause (b) of the definition thereof, of any Patent Litigation Settlements referred to in clauses (a)(i)–(viii) of the definition thereof involving a service provided by any Credit Party shall terminate, which termination would reasonably be expected to cause a Material Adverse Effect, either individually or in the aggregate, on any Credit Party’s operations and for which service there is no substitute reasonably acceptable to the Administrative Agent and immediately available on commercially similar terms; or
Certain Material Contracts. 10 SECTION 3.21. Competing Interests........................................................................11 SECTION 3.22. Material Customers and Suppliers...........................................................11 SECTION 3.23. Intellectual Property......................................................................12 SECTION 3.24. Investor Representations...................................................................13 SECTION 3.25. Year 2000 Compliance.......................................................................13 SECTION 3.26. Insurance..................................................................................14 SECTION 3.27.
Certain Material Contracts. Participating Ancillary Professional Agreement effective as of November 15, 2004 by and between UNICARE Life & Health Insurance Co. and InfuSystem, Inc.
Certain Material Contracts. Copies of all Borrower Material Contracts and Celleration Material Contracts shall have been made available to the Lender prior to the Closing Date upon its written request. The Lender shall have received a certificate from an Authorized Officer of the Borrower certifying that (i) each such contract or agreement is in full force and effect as of the Closing Date and (ii) there has been no amendment, waiver or other modification to any such contract or agreement since February 2, 2015, except, in each case, as disclosed in such certificate or Schedule 6.16(b). No such amendment, waiver or other modification, if any, shall be materially adverse to the Lender’s interests.
Certain Material Contracts. Schedule 3.27 contains a complete and accurate list of each of the following Contracts, which shall be deemed “Material Contracts” for purposes of this Agreement:
(a) each Contract that involves the supply to and purchase by any of the Partnership Entities of home heating oil inventory held for resale to its customers (i.e., supply contracts), in each case in an amount or value in excess of $5,000,000; and
(b) each Contract that involves any hedging arrangement or any other derivative instrument with respect to future purchases of inventory, in each case in an amount or value in excess of $5,000,000.
(c) Each Material Contract is in full force and effect and embodies the complete understanding between parties thereto with respect to the subject matter thereof. Except as set forth on Schedule 3.27, (i) to the knowledge of the Partnership Parties, there exists no material default or claim thereof by any party to any Material Contract, (ii) to the knowledge of the Partnership Parties, there are no facts or conditions that, if continued or noticed, would result in a default under any Material Contract, (iii) none of the Partnership Parties has received any notice that any Person intends to cancel, modify or terminate any Material Contract or of exercise or non-exercise of any options thereof, (iv) none of the Partnership Entities has given any notice of cancellation, modification or termination of any Material Contract or of exercise of non-exercise of any options thereunder, (v) to the knowledge of the Partnership Parties, each Material Contract is a valid and binding agreement enforceable in accordance with its terms, and (vi) no consent or approval of the other parties to any Material contract or any Person pursuant to any Material Contract is required for the consummation of the Transaction, except those that will have been obtained and be in full force and effect on the Closing Date.
Certain Material Contracts. To the extent that Seller and Company have not made available to Buyer copies of any Material Contracts because disclosure thereof is prohibited by the terms thereof or by Law, Seller and Company shall, as promptly as practicable after the date hereof, seek and use their respective best efforts to procure all such consents, authorizations and approvals as may be necessary to obtain a waiver or amendment of such prohibition such that copies of all such Material Contracts may be made available to Buyer (or representatives of Buyer holding necessary security clearances) for review, and shall promptly advise Buyer upon receipt of any such consent, authorization or approval. Buyer shall use Buyer's best efforts to review each Material Contract provided pursuant to this Section 4.12 as promptly as practicable after the provision thereof to Buyer.
Certain Material Contracts. Buyer shall have been afforded access to copies of each Material Contract (except for any Material Contracts the disclosure to Buyer of which is prohibited by Law) not provided to Buyer prior to the date hereof and shall have concluded a review of the terms and conditions thereof, and such review shall not have disclosed information not previously disclosed by Seller or Company which Buyer reasonably believes has or is likely to have a material adverse effect on the Business or is materially adversely inconsistent with information disclosed to Buyer prior to the date hereof.
