Confidential Schedule Sample Clauses

Confidential Schedule. 3.12 lists and contains an accurate and complete description as to the United States federal and each state net operating and capital loss carryforwards for FBC and each of its Subsidiaries, and no such net operating or capital loss carryforwards are subject to limitation under Code §§ 382, 383 or 384 or the Treasury Regulations, as of the Closing Date.

Confidential Schedule. 3.13 lists the following Contracts to which MBI, the Bank or any other Subsidiary is a party or subject or by which it is bound (with the Contracts required to be listed on Confidential Schedule 3.13, the “Material Contracts”): (i) each employment, agency, collective bargaining or consulting Contract; (ii) each Contract (A) with any Insider or (B) between or among any Insiders relating in any way to MBI, the Bank or any other Subsidiary; (iii) each Contract or group of related Contracts with the same party for the purchase of products or services with an undelivered balance in excess of $50,000 for any individual Contract, or $100,000 for any group of related Contracts in the aggregate; (iv) other Contract or group of related Contracts with the same party continuing over a period of more than six months from the date or dates thereof, which is not entered into in the Ordinary Course of Business and is either not terminable by it on thirty (30) days' or less notice without penalty or involves more than $50,000 for any individual contract or $100,000 in the aggregate for any group of related contracts (v) each lease of real or personal property with aggregate annual payments in excess of $50,000; (vi) each Contract for capital expenditures in excess of $50,000; (vii) each Contract containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit MBI, the Bank or any other Subsidiary from freely engaging in business anywhere in the world or prohibiting the solicitation of the employees or contractors of any other entity; (viii) each Contract that is not terminable by the other party thereto within six months and involving payments to or from MBI, the Bank or any other Subsidiary in excess of $50,000, that becomes terminable by any other party upon a change of control of MBI, the Bank or any other Subsidiary; (ix) each stock purchase, stock option and stock incentive plan (other than a Plan); and (x) each other Contract of MBI, the Bank or any other Subsidiary not entered into in the Ordinary Course of Business and each other Contract (excepting for such purposes contracts for (i) loans made by, (ii) unfunded loan commitments of $100,000 or less made by, (iii) unfunded loan commitments for mortgage loans to be held for sale by the Bank made by, (iv) letters of credit issued by, (v) loan participations of, (vi) federal funds sold or purchased by, (vii) repurchase agreements made by, (viii) spot foreign exchange transactions o...

Confidential Schedule contains a complete and correct list of all real property or premises leased or subleased in whole or in part by GBNK or any of its Subsidiaries, together with a list of all applicable leases or subleases and the name of the lessor or sublessor. Except as would not, individually or in the aggregate, reasonably be likely to result in a Material Adverse Change in GBNK, each of the leases to which GBNK or any of its Subsidiaries is a party is valid and existing and in full force and effect, and neither GBNK nor its Subsidiaries nor, to the Best Knowledge of GBNK, any counterparty thereto, is in default thereunder and no notice of a claim of default by any party has been delivered to GBNK or any of its Subsidiaries, or is now pending, and there does not exist any event that with notice or the passing of time, or both, would constitute a default or excuse performance by any party thereto.

Confidential Schedule. 3.12 lists all federal, state, local, and foreign Tax Returns filed with respect to FBC and the Bank for taxable periods ended on or after December 31, 2011, indicates those Tax Returns that have been audited, and indicates those Tax Returns that currently are the subject of audit. True and complete copies of the federal income Tax Returns of FBC and the Bank, as filed with the IRS for the years ended December 31, 2011, 2012, and 2013 have been made available to FBC. Neither FBC nor the Bank has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

Confidential Schedule. 2.1(b) is a true and correct list of all contracts, agreements and other instruments to which ▇▇▇▇▇ is a party or is bound which relate to the Acquired Assets, the Licensed Product and the Product (collectively, the “Material Contracts”). Attached hereto as confidential Schedule 5.11.1 are true, correct and complete copies of all Material Contracts for the Licensed Product, including, without limitation, ▇▇▇▇▇’▇ contract with the vendor described in the Amendment of Supply Agreement and its vendors of the proprietary power supply. ▇▇▇▇▇ is not in default under any Material Contract and ▇▇▇▇▇ has not received any notice or claim to the contrary. ▇▇▇▇▇ knows of no default under any such Material Contract by any other party thereto.

Confidential Schedule. 4.27 lists each Employee Plan that is a “nonqualified deferred compensation plan” within the meaning of Code § 409A(d)(1) and each other arrangement or agreement that provides for the deferral of compensation within the meaning of Code § 409A maintained by either Seller or Bank. Each such Employee Plan has been operated and administered in good faith compliance with the provisions of Code § 409A since becoming subject to the provisions thereof.