Contracts; Action Sample Clauses
The "Contracts; Action" clause defines the rights and procedures related to initiating legal action or enforcing obligations under a contract. Typically, this clause outlines who has the authority to bring a lawsuit, the circumstances under which legal action may be taken, and any requirements or limitations on such actions, such as notice periods or jurisdiction. Its core practical function is to provide clarity and structure for dispute resolution, ensuring that all parties understand how and when contractual disputes can be formally addressed.
Contracts; Action. (a) Except (i) as set forth on Schedule 3.7(a), (ii) as described in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 (the "2000 FORM 10-K"), and (iii) for agreements between the Company or any Subsidiary and its employees with respect to the sale of Common Stock, there are no agreements, contracts, understandings or proposed transactions between the Company or any Subsidiary and any of its officers, directors, affiliates or any affiliate thereof.
(b) Attached hereto as Schedule 3.7(b) is a list of (i) all "material contracts" with the meaning of Item 601 of Regulation S-K of the SEC, and (ii) all contracts restricting the Company or any of its Subsidiaries from engaging in any line of business or competing with any person or entity or in any geographical area, or from using or disclosing any information in its possession (other than routine vendor and customer confidentiality agreements and confidentiality agreements with potential acquisition targets) (collectively referring to the items in clauses (i) and (ii), the "CONTRACTS").
(c) Except as set forth in Schedule 3.7(c), neither the Company nor any of its Subsidiaries is, nor to the Company's knowledge is any other party to any Contract, in material default under, or in material breach or material violation of, any Contract and, to the knowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default by the Company under any Contract. Other than Contracts which have terminated or expired in accordance with their terms, each of the Contracts is a valid and binding obligation of the Company enforceable against the Company in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered on a proceeding in equity or at law) and an implied covenant of good faith and fair dealing) and is in full force and effect. No event has occurred which either entitles, or would, on notice or lapse of time or both, entitle the holder of any indebtedness of the Company or any of its Subsidiaries to accelerate or which does accelerate the maturity of any indebtedness for borrowed money of the Company or any of the Subsidiaries.
(d) Since July 13, 1999, except as set forth on Schedule 3.7(d), neither the Company nor any Subsidiary ...
Contracts; Action. 7 3.8 Obligations to Related Parties..................................................................8 3.9 Changes.........................................................................................8 3.10 Title to Properties and Assets; Liens, etc......................................................9 3.11
Contracts; Action. (a) Except as set forth in Section 3.7(a) of the Schedule of Exceptions or as disclosed in the Form 10-K, there are no contracts, agreements, understandings or proposed transactions between the Company and any of its officers, directors or affiliates or any family member or affiliate thereof that would be required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC.
(b) For purposes of this Agreement, the term "Contracts" shall mean (i) all "material contracts" within the meaning of Item 601 of Regulation S-K of the SEC, (ii) contracts with distributors or suppliers or for services involving revenues or expenditures in excess of $800,000 annually, (iii) all contracts involving revenues or expenditures in excess of $250,000 annually containing non-competition provisions that purport to bind affiliates of the Company, (iv) all contracts restricting the payment of dividends upon, or the redemption or conversion of, the Shares, (v) those contracts identified in Section 3.7(b)(v) of the Schedule of Exceptions, and (vi) contracts under which the Company or any subsidiary has granted or received exclusive rights relating to the TiVo Channel (as defined in the Commercial Agreement). Except as set forth in Section 3.7(b) of the Schedule of Exceptions, the Company is not, nor to the Company's knowledge is any other party to any Contract, in material default under, or in material breach or
Contracts; Action. (a) Schedule 4.7(a) identifies each Assumed Contract, other than purchase orders, that contemplates or involves: (A) the payment or receipt of cash or other consideration in an amount or having a value in excess of $50,000, (B) indebtedness for borrowed money or Encumbrance of Purchased Assets other than Permitted Encumbrances, (C) guarantee of any obligation for borrowed money or otherwise, (D) lending or investing of funds, (E) lease of any real property, (F) any agreement with any material customer or supplier of the Business or (G) prohibition of a Selling Entity from freely engaging in business anywhere in the world (collectively, the “Material Contracts”).
(b) Each Assumed Contract is valid and in full force and effect, and is enforceable by the applicable Selling Entity in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(c) Except as set forth on Schedule 4.7(c), (i) no Selling Entity has violated or breached, or is in default under, or has received notice that it has breached, violated or defaulted under, any Material Contract and, to the Knowledge of the Seller, no third party has violated or breached, or declared or committed any default under, any Material Contract, (ii) to the Seller’s Knowledge, no event has occurred, and no circumstance or condition exists, that would reasonably be expected (with or without notice or lapse of time) to result in a violation or breach of any of the provisions of any Material Contract, or to give any Person the right to declare a default or exercise any remedy in respect of a default, accelerate the maturity or performance, or cancel, terminate or modify any right under any Material Contract.
(d) No Assumed Contract prohibits a Selling Entity from freely engaging in the Business anywhere in the world.
(e) No Selling Entity has waived any of its material rights under any Material Contract on Seller.
(f) No Person is renegotiating any material amount paid or payable to the Selling Entities under any Assumed Contract or any other material term or provision of any Assumed Contract.
Contracts; Action. (a) Except as set forth in Section 3.7(a) of the Schedule of Exceptions or as disclosed in the Form 10-K, there are no contracts, agreements, understandings or proposed transactions between the Company and any of its officers, directors or affiliates or any family member or affiliate thereof that would be required to be disclosed pursuant to Item 404 of Regulation S-K of the SEC.
(b) For purposes of this Agreement, the term "Contracts" shall mean (i) all "material contracts" within the meaning of Item 601 of Regulation S-K of the SEC, (ii) contracts with distributors or suppliers or for services involving revenues or expenditures in excess of $800,000 annually, (iii) all contracts involving revenues or expenditures in excess of $250,000 annually containing non-competition provisions that purport to bind affiliates of the Company, (iv) all contracts restricting the payment of dividends upon, or the redemption or conversion of, the Shares, (v) those contracts identified in Section 3.7(b)(v) of the Schedule of Exceptions, and (vi) contracts under which the Company or any subsidiary has granted or received exclusive rights relating to the TiVo Channel (as defined in the Commercial Agreement). Except as set forth in Section 3.7(b) of the Schedule of Exceptions, the Company is not, nor to the Company's knowledge is any other party to any Contract, in material default under, or in material breach or material violation of, any Contract and, to the knowledge of the Company, no event has occurred which, with the giving of notice or passage of time or both would constitute a material default by the Company or any other party under any Contract. Other than Contracts which have terminated or expired in accordance with their terms, each of the Contracts is in full force and effect and (assuming due execution and delivery by the counterparties thereto) is a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing).
Contracts; Action. 10 3.8 Obligations to Related Parties..............................11 3.9 Absence of Certain Changes..................................11
Contracts; Action