Certain Xxxxxxxxx xxd Arrangements Sample Clauses

Certain Xxxxxxxxx xxd Arrangements. Section 4.20 of the Woodward-Clyde Disclosure Letter lists all of the following agreementx xx xxxxx Xxxdward-Clyde or any of the Woodward-Clyde Subsidiaries is a party ("Xxxxxxxx Xxxeements"): (a) Each partnership, joint venture or other similar agreement or arrangement to which Woodward-Clyde or any Woodward-Clyde Subsidiary is a party that 05. has involved or is expected to involve an annual sharing of revenues of $5,000,000 or more to other persons; (b) Each lease for real or personal property in which the amount of payments which Woodward-Clyde or a Woodward-Clyde Subsidiary is required to make xx xx xxxxxx xasis is $000,000 xx xxre; (c) Each agreement of Woodward-Clyde and the Woodward-Clyde Subsidiaries relating to indxxxxxxxxx xxx borrowed mxxxx (xxxxxxx incurred, assumed, guaranteed or secured by any asset) in an aggregate outstanding principal amount of $1,000,000 or more; (d) Each other agreement, license or franchise which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of this Agreement, the closing of the Merger, or the consummation of the transactions contemplated hereby or thereby, and the loss of which would, individually or in the aggregate with other such agreements, licenses, or franchises, have a Woodward-Clyde Material Adverse Effect; (e) Each axxxxxxxx xx Xoodward-Clyde or the Woodward-Clyde Subsidiaries with or for the bexxxxx xx xxx xffiliate ox Xxxxxxxx-Xxyde (other than any Woodward-Clyde Subsidiary) with annual xxxxxxxx xx $50,000 or more; (f) Each contract containing covenants purporting to materially limit the freedom of Woodward-Clyde or any Woodward-Clyde Subsidiary to compete in any linx xx xxxxxxxx or in anx xxxxxxxxxx xrea; and All Material Agreements are valid, binding and enforceable in accordance with their terms and none of Woodward-Clyde or the Woodward-Clyde Subsidiaries nor, to the knowlexxx xx Xxxxxxxd-Clyde, xxx xxxxx xxxxy thereto, is in default under any of suxx xxxxxxxxxx, nor, to the knowledge of Woodward-Clyde, has any event or circumstance occurred that, with xxxxxx xx xxpse of time or both, would constitute any event of default by Woodward-Clyde or the Woodward-Clyde Subsidiaries or any other parxx xxxxxxx xther than wxxx xxxxxxx xx any of the foregoing such defaults, if any, that would not, individually or in the aggregate, have a Woodward-Clyde Material Adverse Effect. To Woodward-Clyde's...
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Related to Certain Xxxxxxxxx xxd Arrangements

  • Sxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Compliance with Xxxxxxxx-Xxxxx Act The Company will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act.

  • Xxxxxxx Xxxxxxx Policy The terms of the Partnership’s xxxxxxx xxxxxxx policy with respect to Units are incorporated herein by reference.

  • Xxxxxxxx-Xxxxx Act There is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications.

  • Compliance with Xxxxxxxx-Xxxxx The Company and its subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

  • Xxxx-Xxxxx-Xxxxxx Act The waiting period (and any extension thereof) applicable to the consummation of the transactions contemplated hereby under the HSR Act shall have expired or been terminated.

  • SEC Filings and the Xxxxxxxx-Xxxxx Act (a) As of the date hereof, the Company has Made Available to Parent complete and correct copies of (i) the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019, (ii) its proxy or information statements relating to meetings of the stockholders of the Company since January 1, 2018 and (iii) all of its other Company SEC Documents. (b) Since January 1, 2018 through the date hereof, the Company has timely filed with the SEC (subject to extensions pursuant to Exchange Act Rule 12b-25) each report (including each report on Forms 8-K, 10-Q and 10-K), statement (including proxy statement), schedule, exhibit, form or other document or filing required by Applicable Law to be filed by the Company at or prior to the time so required, including all certificates required pursuant to the Xxxxxxxx-Xxxxx Act. No Subsidiary of the Company is required to file or furnish any report, statement, schedule, exhibit, form, certificate or other document with the SEC. (c) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), each Company SEC Document complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and all other Applicable Law. (d) As of its filing date (or, if amended or superseded by a filing prior to the date hereof, on the date of such filing), no Company SEC Document filed pursuant to the Exchange Act contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. No Company SEC Document that is a registration statement, as amended or supplemented, if applicable, filed pursuant to the Securities Act, as of the date such registration statement or amendment became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading. (e) The Company has Made Available to Parent correct and complete copies of all comment letters received by the Company from the SEC relating to the Company SEC Documents since January 1, 2019, together with all written responses of the Company thereto. Since the date of the Company’s annual report on Form 10-K for its fiscal year ended December 31, 2019 and as of the date hereof, (i) there are no outstanding or unresolved comments received by the Company from the SEC that would be required to be disclosed under Item 1B of Form 10-K under the Exchange Act, and (ii) to the Knowledge of the Company, none of the Company SEC Documents is the subject of any ongoing investigation by the SEC. (f) Each required form, report and document containing financial statements that has been filed with or furnished to the SEC by the Company since January 1, 2018 through the date hereof was accompanied by the certifications required to be filed or submitted by the Company’s principal executive officer and principal financial officer, as applicable, pursuant to the Xxxxxxxx-Xxxxx Act and, at the time of filing or submission of each such certification, such certification was true and accurate and complied with the Xxxxxxxx-Xxxxx Act. For purposes of this Section 4.07, “principal executive officer” and “principal financial officer” shall have the meanings given to such terms in the Xxxxxxxx-Xxxxx Act. Neither the Company, any current executive officer nor, to the Knowledge of the Company, any former executive officer of the Company, has received written notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications made with respect to the Company SEC Documents filed prior to the date hereof. Neither the Company nor any of its Subsidiaries has outstanding (nor has arranged or modified since the enactment of the Xxxxxxxx-Xxxxx Act) any “extensions of credit” (within the meaning of Section 402 of the Xxxxxxxx-Xxxxx Act) to directors or executive officers (as defined in Rule 3b-7 under the Exchange Act) of the Company or any of its Subsidiaries. The Company is otherwise in compliance with all applicable provisions of the Xxxxxxxx-Xxxxx Act and the applicable listing and corporate governance rules of Nasdaq, in each case in all material respects.

  • xxx/Xxxxxx/XXXXX- 19_School_Manual_FINAL pdf -page 101-102 We will continue to use the guidelines reflected in the COVID-19 school manual.

  • XX XXXXXXX XXXXXXX the parties hereof have caused this Agreement to be executed in duplicate on the day and year first above written.

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

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