Contracts; Affiliate Transactions Sample Clauses

Contracts; Affiliate Transactions. (a) Except as set forth in Section 6.13(a) of the Buyer Disclosure Schedule, there are no written contracts, agreements, instruments or other legally binding and enforceable commitments to which Buyer, Buyer Parent or Buyer Parent GP is a party or is otherwise subject, as of the date hereof. (b) Except as set forth in Section 6.13(b) of the Buyer Disclosure Schedule or as otherwise permitted by Section 8.17, there are no contracts, agreements, instruments or other legally binding and enforceable commitments between any of Buyer, Buyer Parent or Buyer Parent GP, on the one hand, and any Affiliate of Buyer, Buyer Parent or Buyer Parent GP, on the other hand.
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Contracts; Affiliate Transactions. (a) Schedule 4.12 sets forth an accurate and complete list of each Contract (including any and all amendments thereto) to which the Parent or any Affiliate of the Parent is a party or bound, in each case, relating to the Business which (i) relates to the borrowing of money, the provision of Vault Cash or the guaranty of any obligation to borrow money or lease equipment; (ii) could reasonably be expected to involve revenues or expenditures in excess of $250,000 in any calendar year (excluding purchase and sale orders entered into in the ordinary course of business consistent with past practice); (iii) is a collective bargaining agreement; (iv) obligates the Business, including ACI and EFC (solely as it relates to the Canadian ATM Business), not to compete with any business or which otherwise restrains or prevents ACI and EFC (solely as it relates to the Canadian ATM Business) from carrying on any lawful business (excluding customary restrictive covenants contained in agreements identified pursuant to clause (ii) above); (v) relates to employment or severance between ACI or EFC and any U.S. Business Employee or Canadian Business Employee, respectively; or (vi) is otherwise material to the Business (collectively, the "Business Contracts"). All of the Business Contracts are enforceable by ACI or EFC as the contracting party thereto in accordance with their terms except to the extent that such enforceability (a) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally, and (b) is subject to applicable equitable principles (whether considered at law or in equity). All of the Business Contracts will be enforceable by the Purchasers, as applicable, immediately following the Closing, subject to the exceptions set forth in the immediately preceding sentence and subject to the receipt of any necessary consents. Neither ACI nor EFC is in breach or default under (and to the Knowledge of the Parent no event has occurred which with notice or the passage of time or both would constitute a breach or default under) any of the Business Contracts nor, to the Knowledge of the Parent, is any other party to any of the Business Contracts in default thereunder, excluding, however, in each instance, breaches or defaults which, in the aggregate, would not have a Material Adverse Effect. No consents, registrations, approvals, permits or authorizations are required to be obtained by the Parent or any of its Affi...
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Contracts; Affiliate Transactions. (a) Schedule 3.14(a) sets forth an accurate, correct and complete list of the following Contracts (collectively, the “Material Listed Contracts”): (i) all Contracts the performance of which requires payment by or to the Company or any of its Subsidiaries during the next twelve (12) months in excess of $500,000; (ii) any distributor, sales, agency or manufacturer’s representative, consulting, joint venture or partnership Contract or joint research and development or technology sharing arrangements; (iii) any trust indenture, mortgage, promissory note, loan agreement or other Contract for the borrowing of money, any currency exchange, commodities or other hedging arrangement or any leasing transaction of the type required to be capitalized in accordance with GAAP; (iv) any Contract limiting the freedom of the Company or any of its Subsidiaries to engage in any line of business, to acquire any product or asset from any other person, to sell any product or asset to, or to perform any service for, any person, or to compete with any other person; (v) any confidentiality, secrecy or non-disclosure Contract, which individually or in the aggregate, materially affects or could be reasonably anticipated to materially affect the business or operations of the Company or any of its Subsidiaries; (vi) any Contract with any person with whom the Company (or, as applicable, its Subsidiaries) does not deal at arm’s length; (vii) any Contract which provides for the indemnification of any officer, director, employee or agent; (viii) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the Liabilities or Indebtedness of any other person; (ix) any collective bargaining agreement; (x) any Contract which relates to employment or severance between the Company or its Subsidiaries and any employee (other than offer letters on “at-will” terms); (xi) any Contract that licenses to a third party the right to conduct the Company’s business or any part thereof or assigns or transfers any right to all or any of the revenues from such business or part thereof; (xii) any Contract pursuant to which the Company or its Subsidiaries have acquired any entity or business since January 1, 2000; or (xiii) any Contract with the customers listed on Schedule 3.24(a); or (xiv) any Contract otherwise material to the conduct of the business of the Company or its Subsidiaries. The Company has made available to Buyer an accurate, corre...
Sample 1
Contracts; Affiliate Transactions. (a) All contracts and agreements necessary and useful to the business of the Company and Spinwell are in full force and effect in all material respects. The Company and Spinwell are not in material default thereunder and no event has occurred which, whether with notice, lapse or time or otherwise, would constitute a default thereunder. Schedule 4.32 (a) contains a complete and correct list of all agreements, contracts, arrangements, understandings, transfers of assets or liabilities or other commitments or transactions to which the Company or Spinwell is a party or to which a Seller is a party which otherwise relate to the Company or Spinwell and/or the business thereof which either (x) involves performance of services or delivery of goods or materials by the Company or Spinwell of an amount or value in excess of $50,000; (y) involves performance of services or delivery of goods or materials to the Company or Spinwell of an amount or value in excess of $50,000 or (x) that was not entered into in the ordinary course of business and that involves expenditures or receipts of the Company or Spinwell in excess of $50,000; (b) Schedule 4.32(b) contains a complete and correct list of all agreements, contracts, arrangements, understandings, transfers of assets or liabilities or other commitments or transactions, whether or not entered into in the ordinary course of business, to or by the Company or Spinwell, on the one hand, and a Seller, on the other hand, are or have been a party or otherwise bound or affected, and that are currently pending or in effect or involve continuing liabilities and obligations except as disclosed in Schedule 4.32(b), each agreement, contract, arrangement, understanding, transfer of assets or liabilities or other commitment or transaction set forth or required to be set forth in Schedule 4.32(b)was on terms and conditions as favorable to the Company or Spinwell as would have been obtainable by it at the time in a comparable arm’s-length transaction with a Person other than a Seller. (c) Except as set forth on Schedule 4.32(b), no member, officer, director or employee of any member of the Company or Spinwell, or any family member, relative or affiliate of any such officer, director or employee: (i) owns, directly or indirectly, and whether on an individual, joint or other basis, any interest in (A) any property or asset, real or personal, tangible or intangible, used in or held for use in connection with or pertaining to the business, or...
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Contracts; Affiliate Transactions. 10 3.8 Litigation . . . . . . . . . . . . . . . . . . . . . . . 11 3.9 Insurance . . . . . . . . . . . . . . . . . . . . . . . 12 3.10
Sample 1
Contracts; Affiliate Transactions. (a) Except as arise under contracts which Purchaser or any of its Affiliates is a party to or has countersigned its acceptance and approval and except as otherwise disclosed in Schedules 3.7(c) (Leased Real Property), 3.10(a) (Intellectual Property Rights), 3.10(b) (Licenses) (the "Covered Schedules") and Schedules 3.7(a)(1), (a)(2) and (b), there are no commitments, contracts or groups of related contracts, indentures or agreements to which any Licensee in respect of the Business is a party or by which any Licensee is bound that relates to the Business (hereinafter "Contracts") that (i) involve commitments by any Licensee for terms of 12 months or longer and that involve, or are reasonably likely to involve, payment by any Licensee or Asset Seller or to any Licensee in each case of more than US$200,000 in the aggregate in the case of any individual Contract or group of related Contracts, (ii) involve obligations of any Licensee for borrowed money or to maintain deposits or advances of any kind or evidenced by bonds, debentures, notes or similar instruments or guarantees or capital lease obligations or any other obligations upon which interest charges are customarily paid, other than those entered into in the ordinary course of business or those that involve commitments to lend not in excess of US$200,000, (iii) involve any non-compete agreement that will be applicable to any Licensee following the Closing, (iv) constitute material joint venture or partnership agreements or (v) constitute equipment or machinery financial leases in respect of equipment or machinery with an original asset value in excess of US$200,000. Each of the Contracts (including each of the Contracts listed on the Covered Schedules) is valid and binding on the respective Licensee that is a party thereto and, to the best of SALD's knowledge and belief, on each other party thereto, and is in full force and effect according to its terms, except where the failure to be in full force and effect would not, individually or in the aggregate, have a Business Material Adverse Effect, and the Licensees that are parties thereto are not in default or breach under any such Contract, except where such default or breach would not, individually or in the aggregate, have a Business Material Adverse Effect. The consummation of the transactions contemplated by this Agreement shall not, by itself, cause any Contract to fail to continue in full force and effect without penalty or other adverse consequence. ...
Sample 1
Contracts; Affiliate Transactions. As of the date hereof and the Initial Closing, other than as specifically contemplated by the Transaction Agreements, (a) the Transferred Sponsor Subsidiary is not party to any contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, arrangements, agreements, indentures or joint ventures, whether written or oral and (b) there are no contracts existing between the Transferred Sponsor Subsidiary on the one hand and the Company or the Sponsor or any of their respective Affiliates, on the other hand.
Sample 1
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Related to Contracts; Affiliate Transactions

  • Affiliate Transactions Except as permitted by Section 9.8. or as otherwise set forth on Schedule 6.1.(s), none of the Borrower, any other Loan Party or any other Subsidiary is a party to or bound by any agreement or arrangement with any Affiliate.

  • Affiliate Contracts Except for the contracts set forth on Schedule 6 attached hereto, the Borrower has not entered into any Contractual Obligation, lease or other agreement with any Person that directly or indirectly controls, is controlled by, or is under common control with, the Borrower for the provision of any service, materials or supplies to any Mortgaged Property (including, without limitation, any contract, Lease or agreement for the provision of property management services, cable television services or equipment, gas, electric or other utilities, security services or equipment, parking services, laundry services or equipment or telephone services or equipment).

  • Employee Loans and Affiliate Transactions (a) No Credit Party shall enter into or be a party to any transaction with any Affiliate of any Credit Party (other than another Credit Party) thereof except in the ordinary course of and pursuant to the reasonable requirements of such Credit Party’s business and upon fair and reasonable terms that are no less favorable to such Credit Party than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of such Credit Party; provided, that other than a transaction described in any Related Transaction Documents or Disclosure Schedule 6.4(a), no Credit Party shall in any event enter into any such transaction or series of related transactions (i) involving payments in excess of $10,000 without disclosing to Agent in advance the terms of such transactions and (ii) involving payments in excess of $50,000 in the aggregate; and provided further, that Borrowers may pay the fees to BRS Management Co. disclosed in, and subject to the terms of, Section 6.14. (b) All employee loans and affiliate transactions existing as of the Closing Date hereof are described in Disclosure Schedule (6.4(b)). No Credit Party shall enter into any lending or borrowing transaction with any employees of any Credit Party, except loans to its respective employees in the ordinary course of business consistent with past practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $100,000 to any employee and up to a maximum of $500,000 in the aggregate at any one time outstanding. No Credit Party shall repurchase any Stock of any employee of such Credit Party, except upon termination of such employee consistent with past practices for such repurchase up to a maximum amount of $1,000,000 in the aggregate for all employees of all Credit Parties in any one Fiscal Year; provided, that at the time of any such repurchase and after giving effect thereto the aggregate Borrowing Availability for all Borrowers is in excess of $25,000,000.

  • Affiliate Arrangements Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract with Acquiror or its Subsidiaries.

  • Limitation on Affiliate Transactions (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property, employee compensation arrangements or the rendering of any service) with any Affiliate of the Company (an “Affiliate Transaction”) unless the terms thereof (1) are no less favorable to the Company or such Restricted Subsidiary than those that could be obtained at the time of such transaction in arm’s-length dealings with a Person who is not such an Affiliate, (2) if such Affiliate Transaction involves an amount in excess of $15.0 million, are set forth in writing and have been approved by the Board of Directors, including a majority of the members of the Board of Directors having no personal stake in such Affiliate Transaction, and (3) if such Affiliate Transaction involves an amount in excess of $25.0 million, have been determined by a nationally recognized investment banking or accounting firm or other qualified independent appraiser to be fair, from a financial standpoint, to the Company and its Restricted Subsidiaries. (b) The provisions of Section 4.08(a) shall not prohibit (i) any sale of hydrocarbons or other mineral products to an Affiliate of the Company or the entering into or performance of Oil and Gas Hedging Contracts, gas gathering, transportation or processing contracts or oil or natural gas marketing or exchange contracts with an Affiliate of the Company, in each case, in the ordinary course of business, so long as the terms of any such transaction are approved by a majority of the members of the Board of Directors who are disinterested with respect to such transaction, (ii) the sale to an Affiliate of the Company of Capital Stock of the Company that does not constitute Disqualified Stock, and the sale to an Affiliate of the Company of Indebtedness (including Disqualified Stock) of the Company in connection with an offering of such Indebtedness in a market transaction and on terms substantially identical to those of other purchasers in such market transaction, (iii) transactions contemplated by any employment agreement or other compensation plan or arrangement existing on the Issue Date or thereafter entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of business, (iv) the payment of reasonable fees to directors of the Company and its Restricted Subsidiaries who are not employees of the Company or any Restricted Subsidiary, (v) transactions between or among the Company and its Restricted Subsidiaries, (vi) transactions between the Company or any of its Restricted Subsidiaries and Persons that are controlled (as defined in the definition of “Affiliate”) by the Company (an “Unrestricted Affiliate”); provided that no other Person that controls (as so defined) or is under common control with the Company holds any Investments in such Unrestricted Affiliate; (vii) Restricted Payments that are permitted by the provisions of Section 4.05; and (viii) loans or advances to employees in the ordinary course of business and approved by the Company’s Board of Directors in an aggregate principal amount not to exceed $2.5 million outstanding at any one time.

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Affiliate Agreements As of the Effective Date, the Borrower has heretofore delivered to the Administrative Agent true and complete copies of each of the Affiliate Agreements (including and schedules and exhibits thereto, and any amendments, supplements or waivers executed and delivered thereunder). As of the Effective Date, each of the Affiliate Agreements was in full force and effect.

  • Affiliate Letters Each Shareholder agrees to execute an affiliate agreement, as soon as practicable after the date hereof, in substantially the form attached as Exhibit 7.10 to the Merger Agreement.

  • Certain Contracts and Arrangements (a) Section 3.7(a) of the Transferor Disclosure Schedule sets forth a true and complete list, as of the date hereof, of the following Contracts (including currently effective amendments and modifications thereto), other than commitments to issue owner’s title insurance policies and owner’s title insurance policies, to which the Company is a party, by which any of its properties are bound or that relate to the conduct of the Business (collectively, the “Material Agreements”): (i) agreements involving payments to or from the Company of at least $75,000 per year; (ii) vendor or similar agreements involving payments to or from the Company in excess of $75,000 per year; (iii) Contracts, or a group of related Contracts with the same party, for the purchase, sale or distribution of equipment, supplies, products or services, under which the undelivered balance of such equipment, supplies, products or services has a price in excess of $75,000; (iv) Contracts, loan agreements, letters of credit, repurchase agreements, mortgages, security agreements, guarantees, pledge agreements, trust indentures, promissory notes, lines of credit and similar documents in each case relating to Indebtedness; (v) real property leases calling for payments by the Company of amounts greater than $75,000 per year; (vi) partnership, royalty or joint venture agreements; (vii) Contracts limiting the ability of the Company to compete in any line of business or with any Person or in any geographic area; (viii) Contracts relating to any outstanding commitment for capital expenditures; (ix) (A) Collective Bargaining Agreements between the Company and any Person, (B) Employment Agreements between the Company and any Person, and (C) Contracts between the Company and any Independent Contractor and (D) the Company Plans, in each instance excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability; (x) Contracts not entered into in the ordinary course of the Business; (xi) Contracts for the acquisition or disposition of real property, capital stock or other businesses; (xii) Contracts providing for indemnification of any officer, employee, member, manager or director of the Company; (xiii) agency, distributor, dealer, sales, marketing or similar agreements or arrangements with any Person that generates or refers business to the Company; (xiv) all verbal Contracts (excluding at-will employment or Independent Contract or arrangements that may be terminated by the Company without notice and without Liability); and (xv) Contracts not otherwise disclosed in (i) — (xiv) above that are currently in effect and to which the Company or its respective properties are bound that are material to the Business. (b) Except to the extent that enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and provided that any indemnity, contribution and exoneration provisions contained in any such Material Agreement may be limited by applicable Laws and public policy, each Material Agreement (i) to the extent that the Company is a party to such Material Agreement, constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, (ii) is in full force and effect as of the Execution Date and (iii) will be in full force and effect upon the consummation of the transactions contemplated by this Agreement. (c) There is not under any Material Agreement any default or event, that, with notice or lapse of time or both, would reasonably be expected to constitute a default on the part of any of the parties thereto, except such events of default and other events as to which requisite waivers or consents have been obtained. (d) The Company has not (i) received written notice of, and there has not occurred, any breach of or violation or default under any Material Agreement or any condition which with the passage of time or the giving of notice or both would result in such a violation or default under any Material Agreement, or (ii) received written notice of the desire of the other party or parties to any such Material Agreement to exercise any rights such party has to cancel, terminate, renegotiate or repudiate such contract or exercise remedies thereunder. (e) True and complete copies of all Material Agreements to which the Company is a party or is bound have been delivered or made available to HSE by Transferor. The Company is not party to or bound by any Contract (other than the Material Agreements) that cannot be terminated by the Company on less than ninety (90) days notice without penalty.

  • Real estate transactions You must sign the certification. You may cross out item 2 of the certification.

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