Contract Matters. After the Closing, each Contract (“Transferred Contract”) as to which (a) the Contract Rights of Seller are included in the Specified Assets, and (b) Consent to the assignment thereof from Seller to Buyer may be required under such Transferred Contract or applicable Law but was not obtained on or before the Closing Date, shall be handled in accordance with the following provisions:
Contract Matters. 16 Section 3.11
Contract Matters. (a) Neither the Company nor any of its Subsidiaries is in default or violation of (and no event has occurred which with notice or the lapse of time or both would constitute a default or violation of) any term, condition or provision of any note, mortgage, indenture, loan agreement, other evidence of indebtedness, guarantee, license, lease, agreement or other contract, instrument or contractual obligation to which the Company or any of its Subsidiaries is a party or by which any of their respective assets is bound, except for any such default or violation which, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect.
(b) With respect to each contract, agreement, bid or proposal between the Company or any of its Subsidiaries and any domestic or foreign government or governmental agency, including any facilities contract for the use of government-owned facilities (a "Government Contract"), and each contract, agreement, bid or proposal that is a subcontract between the Company or any of its Subsidiaries and a third party relating to a contract between such third party and any domestic or foreign government or governmental agency (a "Government Subcontract"), (i) the Company and each of its Subsidiaries have complied with all terms and conditions of such Government Contract or Government Subcontract, including all clauses, provisions and requirements incorporated expressly, by reference or by operation of law therein, (ii) the Company and each of its Subsidiaries have complied with all requirements of all laws, rules, regulations or agreements pertaining to such Government Contract or Government Subcontract, including where applicable the Cost Accounting Standards disclosure statement of the Company or such Subsidiary, (iii) as of the date of this Agreement, neither the United States government nor any prime contractor, subcontractor or other person or entity has notified the Company or any of its Subsidiaries, in writing or orally, that the Company or any of its Subsidiaries has breached or violated any law, rule, regulation, certification, representation, clause, provision or requirement pertaining to such Government Contract or Government Subcontract, (iv) neither the Company nor any of its Subsidiaries has received any notice of termination for convenience, notice of termination for default, cure notice or show cause notice pertaining to such Government Contract or Government Subcontract, (v) as of the date of t...
Contract Matters. The meaning set forth in Section 10.14.1.
Contract Matters. Lessor hereby transfers to Lessee and assigns without warranty of any kind, during the Term, effective upon the Base Term Commencement Date and so long as no Event of Default exists and is continuing, any warranties made by any Contractor or any other Person under the Project Agreements with respect to the Facility but, in the event of a Force Majeure Event occurred during the Construction Period and any Default or Event of Default exists and is continuing as of the Base Term Commencement Date, Lessor’s assignment shall exclude Liquidated Damages (and such Liquidated Damages shall be retained by Lessor to reimburse Lessor for any Force Majeure Loss and, at Lessor’s discretion, retained by Lessor during the pendency of any Default hereunder as additional security and delivered to Lessee upon the cure of such Default or if such Default is not cured, then applied in accordance with Section 5.3 of the Participation Agreement after any expiration of the Lease). If necessary, Lessor will join in any proceedings to enforce any such warranties or permit them or any part thereof to be brought in its name if and so long as (i) no Event of Default exists and is continuing, (ii) Lessee has not elected the Sale Option and (iii) Lessee agrees in writing to pay, and pays, all related expenses and agrees in writing to indemnify Lessor, the Administrative Agent and the Participants, in form and substance reasonably satisfactory to each of the respective Indemnitees, in respect of any Claims relating to or arising out of such action. Lessee hereby acknowledges, and agrees to comply with and be bound by, the limitations of liability of and protection of each Contractor and each other Person against liability as and to the extent provided in each Project Agreement.
Contract Matters. (i) The Borrower, any Guarantor or any Material Foreign Subsidiary shall be suspended or debarred from contracting with the United States Government and such suspension or debarment shall not have been lifted within thirty (30) days after the imposition thereof; or
(ii) The United States Government shall have terminated any contract to which the Borrower, any Guarantor or any Material Foreign Subsidiary is a party and such termination would have a Material Adverse Effect; provided, however, that such termination shall not constitute an Event of Default so long as the Borrower, such Guarantor or such Material Foreign Subsidiary is contesting such termination in good faith.
Contract Matters. (i) The Parent or any Subsidiary shall be suspended or debarred from contracting with the United States government or any department, agency or instrumentality thereof, such suspension or debarment shall not have been stayed or lifted within thirty (30) days after the imposition thereof, the Parent or any Subsidiary shall have exhausted all of its administrative remedies and such suspension or debarment has had or would reasonably be expected to have a Material Adverse Effect; or (ii) the United States government or any department, agency or instrumentality thereof shall have terminated any Governmental Contract and such termination has had or would reasonably be expected to have a Material Adverse Effect.
Contract Matters. 24 4.12 Insurance.......................................................26 4.13 Litigation......................................................26 4.14 Taxes...........................................................26 4.15
Contract Matters. (a) Section 3.10 of the Company Disclosure Letter lists each of the Company Material Agreements (as defined below) that as of the Agreement Date are in effect or otherwise binding on the Company or any of its Subsidiaries or their respective properties or assets, other than those contracts or agreements that have been filed as exhibits to the Filed SEC Documents. "COMPANY MATERIAL AGREEMENTS" means (i) any credit agreement, note, bond, guarantee, mortgage, indenture, lease (excluding leases covered by SECTION 3.14(B) or not required to be scheduled pursuant to that section because such lease is not material), or other instrument or obligation pursuant to which any "indebtedness" (as defined below) of the Company or any of its Subsidiaries is outstanding or may be incurred; (ii) any agreement, contract or binding commitment which was or was required to be filed as an exhibit to the Company SEC Documents; and (iii) any (A) collective bargaining agreement; (B) employment agreement contract or binding commitment providing for annual compensation or payments in excess of $200,000 in the current or any future year; (C) agreement, contract or commitment of indemnification or guaranty not entered into in the ordinary course of business providing for indemnification which would reasonably be expected to exceed $1,000,000, as well as any agreement, contract or commitment of indemnification or guaranty between the Company or any of its Subsidiaries and any of their respective officers or directors, irrespective of the amount; (D) agreement, contract or binding commitment containing any covenant directly or indirectly limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, compete with any Person, or sell any product or service (including any contract clause, mitigation plan, or other limitation with respect to "Organizational Conflicts of Interest," as that term is used in Federal Acquisition Regulation Subpart 9.5); (E) agreement, contract or binding commitment that shall result in the payment by, or the creation of any commitment or obligation (absolute or contingent) to pay on behalf of the Company or any of its Subsidiaries any severance, termination, "golden parachute," or other similar payments to any employee following termination of employment or otherwise as a result of the consummation of the
Contract Matters. (a) Neither the Company nor any of its Subsidiaries is in default or violation of (and no event has occurred which with notice or the lapse of time or both would constitute a default or violation) of any term, condition or provision of any note, mortgage, indenture, loan agreement, other evidence of indebtedness, guarantee, license, lease, agreement or other contract, instrument or contractual obligation to which the Company or any of its Subsidiaries is a party or by which any of their respective assets is bound or subject, except for defaults and violations which, individually or in the aggregate, would not have a Company Material Adverse Effect.
