CONTRACT SCHEDULES. Attached as Exhibit 10.19 hereto is an accurate list and summary description of the following: (a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of RV pertaining to the business of RV calling for the payment of $5,000 or more or which is otherwise material to the business of RV, including, without limitation, the following: (i) Executory contracts for the manufacture and sale of products; (ii) Executory contracts for the purchase sale or lease of any assets; (iii) Management or consulting contracts; (iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses; (v) Note agreements, loan agreements, indentures and the like, other than those entered into and executed in the ordinary course of business; (vi) All sales, agency, distributorship or franchise agreements; and (vii) Any other contracts not in the ordinary course of business. (b) All labor contracts, employment agreements and collective bargaining agreements related to RV. (c) All instruments evidencing any liens or security interest securing any indebtedness of RV covering any asset of RV. (d) A listing generally describing all computer programs and related software proprietary to RV, and all management proprietary systems utilized by RV in its operations. (e) All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and all agreements with any present or former officer, director or shareholder of RV. Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the business operations of RV. Except as set forth in Exhibit 10.19(f), all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, and there is no existing default thereunder or breach thereof by RV, or by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by RV or by any other party to the contracts.
Appears in 2 contracts
Samples: Merger Agreement (Southshore Corp /Co), Merger Agreement (Southshore Corp /Co)
CONTRACT SCHEDULES. Attached as Exhibit 10.19 Exhibits 8.20(a) to 8.20(f) hereto is are an accurate list and summary description of the following:
(a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of RV Southshore pertaining to the business of RV Southshore calling for the payment of $5,000 or more or which is otherwise material to the business of RVSouthshore, including, without limitation, the following:
(i) Executory contracts for the manufacture and sale of products;
(ii) Executory contracts for the purchase sale or lease of any assets;
(iii) Management or consulting contracts;
(iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses;
(v) Note agreements, loan agreements, indentures and the like, other than those entered into and executed in the ordinary course of business;
(vi) All sales, agency, distributorship or franchise agreements; and
(vii) Any other contracts not in the ordinary course of business.
(b) All labor contracts, employment agreements and collective bargaining agreements related to RVSouthshore.
(c) All instruments evidencing any liens or security interest securing any indebtedness of RV Southshore covering any asset of RVSouthshore.
(d) A listing generally describing all computer programs and related software proprietary to RVSouthshore, and all management proprietary systems utilized by RV Southshore in its operations.
(e) All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and all agreements with any present or former officer, director or shareholder of RV. Southshore.
(f) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the business operations of RVSouthshore. Except as set forth in Exhibit 10.19(f8.20(f), all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, and there is no existing default thereunder or breach thereof by RVSouthshore, or by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by RV Southshore or by any other party to the contracts.
Appears in 2 contracts
Samples: Merger Agreement (Southshore Corp /Co), Merger Agreement (Southshore Corp /Co)
CONTRACT SCHEDULES. Attached as Exhibit 10.19 11.17 hereto is an accurate list and summary description of the following:
(a) All contracts, leases, agreements, covenants, licenses, instruments or commitments of RV OPI pertaining to the business of RV the Acquiring Companies calling for the payment of Five Thousand Dollars ($5,000 5,000) or more or which is otherwise material to the business of RVOPI, including, without limitation, the following:
(i) Executory Licenses and contracts for held in the manufacture and sale ordinary course of productsbusiness;
(ii) Executory contracts for the purchase purchase, sale or lease of any assets;
(iii) Management or consulting contracts;
(iv) Patent, trademark and copyright applications, registrations or licenses, and know-how, intellectual property and trade secret agreements or other licenses;
(v) Note agreements, loan agreements, indentures and the like, other than those entered into and executed in the ordinary course of business;
(vi) All sales, agency, distributorship or franchise agreements; and
(vii) Any other contracts not in the ordinary course of business.
(b) All labor contracts, employment agreements and collective bargaining agreements related to RVwhich the Acquiring Companies are parties.
(c) All instruments evidencing any liens or security interest securing any indebtedness of RV the Acquiring Companies covering any asset of RVthe Acquiring Companies.
(d) A listing generally describing all computer programs and related software proprietary to RV, and all management proprietary systems utilized by RV in its operations.
(e) All profit sharing, pension, stock option, severance pay, retirement, bonus, deferred compensation, group life and health insurance or other employee benefit plans, agreements, arrangements or commitments of any nature whatsoever, whether or not legally binding, and all agreements with any present or former officer, director or shareholder of RV. the Acquiring Companies.
(e) Any and all documents, instruments and other writings not listed in any other schedule hereto which are material to the business operations of RVthe Acquiring Companies. Except as set forth in Exhibit 10.19(f)11.17, all of such contracts, agreements, leases, licenses, plans, arrangements and commitments and all other such items set forth above are valid, binding and in full force and effect in accordance with their terms and conditions, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent transfer, reorganization or other similar laws affecting the enforcement of contracts generally, and there is no existing material default thereunder or breach thereof by RVthe Acquiring Companies, or to the Acquiring Companies' knowledge by any party to such contracts, or any conditions which, with the passage of time or the giving of notice or both, might constitute such a default by RV the Acquiring Companies or by any other party to the contracts.
Appears in 1 contract
Samples: Merger Agreement (Onsource Corp)