Company's Contracts. (a) All of the contracts and agreements (i) with expected receipts or expenditures in excess of $100,000, (ii) involving a license or grant of rights to or from the Company involving patents, trademarks, copyrights, or other proprietary information applicable to the business of the Company, (iii) with provisions restricting or affecting the development, manufacture or distribution of the Company's products or services, or (iv) that provide indemnification by the Company with respect to 7 13 infringements of proprietary rights to which the Company is a party as of the date of the Closing are listed on Exhibit 3. All such contracts and agreements are legally binding, valid, and in full force and effect in all material respects, and there is no indication of reduced activity relating to such contract or agreement (other than in the ordinary course of business) by any of the parties to any such contract or agreement.
(b) The Company has not (i) incurred any indebtedness for money borrowed in excess of $50,000 in the aggregate, (ii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iii) sold, exchanged, or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.
(c) The Company is not party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, its properties, or its financial condition.
(d) Except for (i) transactions relating to the purchase of shares of the Company's Common Stock, or options therefor, as listed on Exhibit 3, and (ii) regular salary payments and fringe benefits under an individual's compensation package with the Company, no officer, director, Rajexx Xxxxx, Xxnnxxx Xxxx, xx spouse, parent, sibling or child of any such person, or any other employee has any agreement, understanding, proposed transaction or is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, no officer, director, Rajexx Xxxxx, Xxnnxxx Xxxx, xx spouse, parent, sibling or child of any such person has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that compe...
Company's Contracts. A Surface Lease Agreement concluded between PTM RSA and various owners each holding a 3.33% share of the farm Ketting 368 LR. The Surface Lease Agreement makes provision for the Prospecting Right 11013 (1265PR) over the farm Ketting 368LR to be assigned to the Company. Upon the cession of the Prospecting Right 11013 (1265PR), the PTM RSA shall be entitled, to assign all its rights and obligations under the Surface Lease Agreement to the Company. PTM RSA shall transfer or procure the transfer of the Surface Lease Agreement to the Company as soon as practicable after the Signature Date. As to the Prospecting Rights:
Company's Contracts. All of the contracts and agreements with expected receipts or expenditures in excess of $50,000 (other than marketing agreements made in the ordinary course of business) or involving a license or grant of rights to or from the Company involving patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary information applicable to the business of the Company other than non-disclosure agreements signed in the ordinary course with prospective investors, suppliers, customers and licensees concerning prospective relationships, to which the Company is a party as of the date of the Closing are listed on the Schedule of Exceptions. All such contracts and agreements are legally binding, valid and in full force and effect in all
Company's Contracts. All of the Company's contracts and agreements with expected receipts or expenditures in excess of $250,000 or involving a license or grant of rights to or from the Company involving patents, trademarks, copyrights or other proprietary information applicable to the business of the Company, to which the Company is a party as of the date of the Closing are listed on Exhibit C. All such contracts and agreements are legally binding, valid, and in full force and effect in all material respects, and there is no present indication of reduced activity relating to such contract or agreement by any of the parties to any such contract or agreement.
Company's Contracts. All the Contracts are in full force and effect, and are valid, binding, and enforceable in accordance with their terms and there is not, to the best of the Company's knowledge, under any Contract any default by any party thereto or any event that, after notice or lapse of time or both, could constitute a default. As of the Closing, the Company shall not have any indebtedness for borrowed money.
Company's Contracts. All of the Company's material contracts and agreements are legally binding, valid, and in full force and effect in all material respects, and there is no indication of reduced activity relating to such contract or agreement (other than in the ordinary course of business) by any of the parties to any such contract or agreement.
Company's Contracts. In respect to the material commercial contracts outstanding with the Company (the “Contracts”) it is represented as follows.
(a) Each of the Contracts is valid and binding, compliant with all applicable laws and no written notice of termination of any such Contract has been received.
(b) The Company is not party to or subject to any Contract which:
(i) involves or is likely to involve obligations, restrictions or expenditures for the Company of an unusual or exceptional or onerous nature; or
(ii) is dependent on the guarantee or covenant of or security provided by any other person; or
(iii) in any way restricts the Company to carry on the whole or any part of its Business in any part of the world, except for the Contracts containing exclusivity clauses listed under the Disclosure Schedule; or
(iv) can be terminated amended or would be considered breached as a result of any change in the underlying ownership or control of the Company, except as noted in the Disclosure Schedule;
(v) provides for limitation/release of liabilities, disclaimer, waiver in favor of the Company (including those set forth in any warranty granted by the Company to third parties) which are not compliant with all applicable laws and/or whose content can be limited according to the laws and/or by an Authority.
(c) Neither the Company nor any other party to any Contract with the Company is in default thereunder, and neither the Seller nor the Company is aware of any contractual breach of the provisions of any Contract (other than change of control clauses) by the Company or the other party which would be the ground for termination, avoidance, rescission or repudiation of any Contract to which the Company is a party which, in any such case, would be material in the context of the financial or trading position of the Company.
(d) All the Company’s suppliers are replaceable without significant difficulty.
(e) The Company is not aware of any Contract where the Company has provided services or assets which qualify as credit and collections, investment, risk management, legal and fraud identification/detection services under applicable laws and regulations governing such activities.
(f) The Company has obtained all necessary licenses, permits and authorizations required under applicable laws and regulations to provide the assets and services covered under any client agreement. As of the Closing Date, no contracts or other contractual relationships between the Company and any Related Party wil...
Company's Contracts. All rights to and duties under the contracts of Seller properly assignable by Seller and listed on Schedule 2.1(e), including without limitation all contracts necessary or desirable for the operation of the Seller's business and currently used by Seller in the course of Seller's business, such as rights to refunds, deposits and all other payments thereunder (collectively, the "Contracts").
Company's Contracts. All of the contracts and agreements with expected receipts or expenditures in excess of $50,000 or involving a license or grant of rights to or from the
Company's Contracts. All of the contracts and agreements with expected receipts or expenditures in excess of $25,000 or involving a license or grant of rights to or from the Company or its subsidiary involving patents, trademarks, service marks, trade names, copyrights, trade secrets or other proprietary information applicable to the business of the Company other than non-disclosure agreements signed in the ordinary course with prospective investors, suppliers, customers and licensees concerning prospective relationships, to which the Company is a party as of the date of the Closing are listed on the Schedule of Exceptions. To the Company's knowledge, all such contracts and agreements are legally binding, valid and in full force and effect in all material respects, and the Company is not aware of reduced activity relating to any such contract or agreement (other than in the ordinary course of business) by any of the parties to any such contract or agreement.
