Common use of Company Material Contracts Clause in Contracts

Company Material Contracts. (a) Except as set forth on Schedule 3.6(a) (all Contracts listed on Schedule 3.6(a) together with any other Contracts entered into in the ordinary course of business involving payments or receipts in excess of $3,000,000, collectively, the “Company Material Contracts”) and except for this Agreement and except for any Company Material Real Property Lease, none of the members of the Company Group is a party to or bound by, nor are any of their respective properties or assets bound by, any: (i) Contract that provides non-compete arrangements with any individual or employee; (ii) Contract under which any member of the Company Group is a lessee of or holds or operates any tangible property (other than real property), owned by any other Person, except for any Contract under which the aggregate annual rental payments do not exceed $3,000,000; (iii) Contract under which any member of the Company Group is a lessor of or permits any third party to hold or operate any tangible property (other than real property), owned or controlled by any member of the Company Group, except for any Contract under which the annual rental payments do not exceed $3,000,000; (iv) partnership agreements and joint venture agreements relating to any member of the Company Group; (v) Contract of indemnification or guaranty of any obligation for borrowed money or other material guaranty of any Person, including between any member of the Company Group and any of their respective officers, directors or employees, in each case, other than any such agreements or guarantees that are entered into in the ordinary course of business; (vi) Contract prohibiting any member of the Company Group from freely engaging in any material business, including restrictions on any member of the Company Group’s ability to compete; (vii) collective bargaining agreement; (viii) Contract or group of related Contracts with the same party for the purchase of product, services, marketing or advertising, involving payments in excess of $3,000,000, except for agreements entered into in the ordinary course of business; (ix) Contract or group of related Contracts with the same party for the sale of products, services, marketing or advertising, under which the undelivered balance of such products or services has a sales price in excess of $3,000,000, except for agreements entered into in the ordinary course of business; (x) Contract evidencing or relating to any obligations of any member of the Company Group with respect to the issuance, sale, repurchase or redemption of any equity securities; (xi) Contract defining the rights of security holders or any Contract relating to the voting of any shares of capital stock or other ownership interests of any member of the Company Group; (xii) Contract pursuant to which any Affiliate of any member of the Company Group has given any guaranty of payment or performance in favor of any member of the Company Group or provided any other credit support for the benefit of any member of the Company Group; (xiii) Contract with any Affiliate of any member of the Company Group; (xiv) Contract that relates to the disposition or acquisition of assets or properties by any member of the Company Group outside of the ordinary course of business, or any merger or business combination with respect to any member of the Company Group, in each case, since January 1, 2014; (xv) other Contract that involves the expenditure, payment or receipt of more than $3,000,000 in the aggregate and is not terminable by any member of the Company Group party thereto without penalty on notice of 90 days or less, except for agreements entered into in the ordinary course of business; or (xvi) Contract that would be required to be filed by the Company in a Form 10-K filing pursuant to Item 601(b)(10) of Regulation S-K. (b) Except as set forth on Schedule 3.6(b), each Company Material Contract is valid and binding on the member of the Company Group party thereto and enforceable in accordance with its terms against the member of the Company Group party thereto and, to the knowledge of Contributors, each other party thereto (subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth on Schedule 3.6(b), (i) since August 29, 2014, no member of the Company Group has received written notice of any default under any Company Material Contract and (ii) from January 1, 2014 to and including August 28, 2014, to Contributors’ knowledge, no member of the Company Group received written notice of any default under any Company Material Contract, in each case, which has not been cured. No member of the Company Group is in breach or violation of or default under any Company Material Contract, and, to such Contributor’s knowledge, no other party to any Company Material Contract is in breach or violation of or default under any such Contract. There does not exist any event which (with or without notice, passage of time, or both) would constitute a breach, violation of or default under any Company Material Contract (i) by the member of the Company Group party thereto or (ii) to such Contributor’s knowledge, by any counterparty thereto, in each case, which breach, violation or default has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Company Material Contracts. (a) Except as set forth on Schedule 3.6(a) (all Contracts listed on Schedule 3.6(a) together with any other Contracts entered into in the ordinary course of business involving payments or receipts in excess of $3,000,000), collectively, the “Company Material Contracts”) and except for this Agreement and except for any Company Material Real Property Lease, none of the members of the no Group Company Group is a party to or bound by, nor are any of their respective properties or assets bound by, any: (i) Contract that provides non-compete arrangements with any individual or employeeemployment Contract; (ii) pension, profit-sharing, incentive, retirement, deferred compensation or bonus plan; (iii) stock or unit purchase plan, stock or unit option plan or any similar equity ownership plan; (iv) Contract under which any member of the Group Company Group is a lessee of or holds or operates any tangible property (other than real property), owned by any other Person, except for any Contract under which the aggregate annual rental payments do not exceed $3,000,000500,000; (iiiv) Contract under which any member of the Group Company Group is a lessor of or permits any third party to hold or operate any tangible property (other than real property), owned or controlled by any member of the Company GroupGroup Company, except for any Contract under which the annual rental payments do not exceed $3,000,000500,000; (ivvi) partnership agreements and joint venture agreements relating to any member of the Company GroupGroup Companies; (vvii) Contract of indemnification or guaranty of any obligation for borrowed money or other material guaranty of any Person, including between any member of the Group Company Group and any of their respective officers, directors or employees, in each case, other than any such agreements or guarantees that are entered into in the ordinary course of business; (viviii) Contract prohibiting any member of the Group Company Group from freely engaging in any material business, including restrictions on any member of the Company GroupGroup Company’s ability to compete; (viiix) collective bargaining agreement; (viiix) Contract or group of related Contracts with the same party for the purchase of product, services, marketing or advertising, involving payments in excess of $3,000,000500,000, except for fuel supply agreements and merchandising agreements entered into in the ordinary course of business; (ixxi) Contract or group of related Contracts with the same party for the sale of products, services, marketing or advertising, under which the undelivered balance of such products or services has a sales price in excess of $3,000,000500,000, except for fuel supply agreements entered into in the ordinary course of business; (xxii) Contract evidencing or relating to any obligations of any member of the Group Company Group with respect to the issuance, sale, repurchase or redemption of any equity securities; (xixiii) Contract defining the rights of security holders or any Contract relating to the voting of any shares of capital stock stock, membership interests or other ownership interests of any member of the Company Group; (xii) Contract pursuant to which any Affiliate of any member of the Company Group has given any guaranty of payment or performance in favor of any member of the Company Group or provided any other credit support for the benefit of any member of the Company Group; (xiii) Contract with any Affiliate of any member of the Company Groupof; (xiv) Contract that relates to the disposition or acquisition of assets or properties by any member of the Group Company Group outside of the ordinary course of business, or any merger or business combination with respect to any member of the Company GroupGroup Company, in each case, since January 1December 31, 2014;2013; or (xv) other Contract that involves the expenditure, payment or receipt of more than $3,000,000 500,000 in the aggregate and is not terminable by any member of the Company Group party thereto without penalty on notice of 90 days or less, except for fuel supply agreements entered into in the ordinary course of business; or (xvi) Contract that would be required to be filed by the Company in a Form 10-K filing pursuant to Item 601(b)(10) of Regulation S-K.. (b) Except as set forth on Schedule 3.6(b), each Company Material Contract is valid and binding on the member of the applicable Group Company Group party thereto and enforceable in accordance with its terms against the member of the such Group Company Group party thereto and, to the knowledge of Contributorsthe Company, each other party thereto (subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth on Schedule 3.6(b), (i) since August 29October 3, 20142013, no member of the Group Company Group has received written notice of any default under any Company Material Contract and (ii) from January 1, 2014 to and including August 28, 2014, to Contributors’ knowledge, no member of the Company Group received written notice of any default under any Company Material Contract, in each case, which has not been cured. No member of the Group Company Group is in breach or violation of or default under any Company Material Contract, and, to such Contributorthe Company’s knowledge, no other party to any Company Material Contract is in breach or violation of or default under any such Contract. There does not exist any event which (with or without notice, passage of time, or both) would constitute a breach, violation of or default under any Company Material Contract (i) by the member of the any Group Company Group party thereto or (ii) to such Contributorthe Company’s knowledge, by any counterparty thereto, in each case, which breach, violation or default has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Company Material Contracts. (a) Except as set forth on Schedule 3.6(a) (all Contracts listed on Schedule 3.6(a) together with any other Contracts entered into in the ordinary course of business involving payments or receipts in excess of $3,000,0001,500,000, collectively, the “Company Material Contracts”) and except for this Agreement and except for any Company Material Real Property Lease, none of the members of the Company Group is not a party to or bound by, nor are any of their respective its properties or assets bound by, any: (i) Contract that provides non-compete arrangements with any individual or employee; (ii) Contract under which any member of the Company Group is a lessee of or holds or operates any tangible property (other than real property), owned by any other Person, except for any Contract under which the aggregate annual rental payments do not exceed $3,000,0001,500,000; (iii) Contract under which any member of the Company Group is a lessor of or permits any third party to hold or operate any tangible property (other than real property), owned or controlled by any member of the Company GroupCompany, except for any Contract under which the annual rental payments do not exceed $3,000,0001,500,000; (iv) partnership agreements and joint venture agreements relating to any member of the Company GroupCompany; (v) Contract of indemnification or guaranty of any obligation for borrowed money or other material guaranty of any Person, including between any member of the Company Group and any of their respective officers, directors or employees, in each case, other than any such agreements or guarantees that are entered into in the ordinary course of business; (vi) Contract prohibiting any member of the Company Group from freely engaging in any material business, including restrictions on any member of the Company GroupCompany’s ability to compete; (vii) collective bargaining agreement; (viii) Contract or group of related Contracts with the same party for the purchase of product, services, marketing or advertising, involving payments in excess of $3,000,0001,500,000, except for agreements entered into in the ordinary course of business; (ix) Contract or group of related Contracts with the same party for the sale of products, services, marketing or advertising, under which the undelivered balance of such products or services has a sales price in excess of $3,000,0001,500,000, except for agreements entered into in the ordinary course of business; (x) Contract evidencing or relating to any obligations of any member of the Company Group with respect to the issuance, sale, repurchase or redemption of any equity securities; (xi) Contract defining the rights of security holders or any Contract relating to the voting of any shares of capital stock membership interests or other ownership interests of any member of the Company GroupCompany; (xii) Contract pursuant to which any Affiliate of any member of the Company Group has given any guaranty of payment or performance in favor of any member of the Company Group or provided any other credit support for the benefit of any member of the Company GroupCompany; (xiii) Contract with any Affiliate of any member of the Company GroupCompany; (xiv) Contract that relates to the disposition or acquisition of assets or properties by any member of the Company Group outside of the ordinary course of business, or any merger or business combination with respect to any member of the Company GroupCompany, in each case, since January 1December 31, 2014;; or (xv) other Contract that involves the expenditure, payment or receipt of more than $3,000,000 1,500,000 in the aggregate and is not terminable by any member of the Company Group party thereto without penalty on notice of 90 days or less, except for agreements entered into in the ordinary course of business; or (xvi) Contract that would be required to be filed by the Company in a Form 10-K filing pursuant to Item 601(b)(10) of Regulation S-K.. (b) Schedule 3.6(b) sets forth a true, correct and complete list of the top ten (i) suppliers, (ii) dealers, (iii) wholesalers, and (iv) distributors of the Company, in each case by volume for the year ended December 31, 2014. (c) Except as set forth on Schedule 3.6(b3.6(c), each Company Material Contract is valid and binding on the member of the Company Group party thereto and enforceable in accordance with its terms against the member of the Company Group party thereto and, to the knowledge of ContributorsContributor, each other party thereto (subject, in each case, to applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). Except as set forth on Schedule 3.6(b3.6(c), (i) since August 29January 1, 2014, no member of the Company Group has not received written notice of any default under any Company Material Contract and (ii) from January 1, 2014 to and including August 28, 2014, to Contributors’ knowledge, no member of the Company Group received written notice of any default under any Company Material Contract, in each case, which has not been cured. No member of the The Company Group is not in breach or violation of or default under any Company Material Contract, and, to such Contributor’s knowledge, no other party to any Company Material Contract is in breach or violation of or default under any such Contract. There does not exist any event which (with or without notice, passage of time, or both) would constitute a breach, violation of or default under any Company Material Contract (i) by the member of the Company Group party thereto or (ii) to such Contributor’s knowledge, by any counterparty thereto, in each case, which breach, violation or default has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.