Contracts/Agreements. (a) Landmark has not breached or defaulted on any of its obligations under any material contracts or agreements relating to any of the Assets.
(b) At no time prior to the Effective Date has Landmark or any of its Affiliates delivered or received notice of a breach or default by either Landmark or any counterparty under any material contract or agreement relating to any of the Assets or notice of any fact, condition or circumstance that would constitute a breach or default by either Landmark or other counterparty under any material contract or agreement relating to any of the Assets.
(c) Landmark has not received notice of any intent or desire to terminate, amend or modify any material contract or agreement relating to any of the Assets or abandon or surrender any interest held by the counterparty under any material contract or agreement relating to any of the Assets.
(d) Each contract that is an Asset constitutes the valid and binding obligation of Landmark, and, to Landmark’s knowledge, the other party or parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws, and is in full force and effect in all material respects.
Contracts/Agreements. (a) Fund C has not breached or defaulted on any of its obligations under any material contracts or agreements relating to any of the Assets or LD 8, including the Amended and Restated Limited Liability Company Agreement of LD 8 in effect as of the date hereof.
(b) Since May 3, 2011, LD 8 has not breached or defaulted on any of its obligations under any material contracts or agreements relating to any of the Assets.
(c) At no time since May 3, 2011 and prior to the Effective Date has LD 8 or any of its Affiliates delivered or received notice of a breach or default by either LD 8 or any counterparty under any material contract or agreement relating to any of the Assets or notice of any fact, condition or circumstance that would constitute a breach or default by either LD 8 or other counterparty under any material contract or agreement relating to any of the Assets.
(d) Neither Fund C nor LD 8 have received notice of any intent or desire to terminate, amend or modify any material contract or agreement relating to any of the Assets or abandon or surrender any interest held by the counterparty under any material contract or agreement relating to any of the Assets.
(e) Each contract that is an Asset constitutes the valid and binding obligation of LD 8 and, to LD 8’s knowledge, as applicable, the other party or parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws, and is in full force and effect in all material respects.
Contracts/Agreements. Carlton County and the Carlton County Sheriff agree not to enter into any contract or agreement with the employees covered by this Agreement, individually or collectively, which in any way conflicts with the terms and provisions of this Agreement.
Contracts/Agreements. (i) Except as disclosed in the Disclosure Schedule, the Company is not a party to or bound by:
1. any customer, license, sale, distribution, commission, marketing, agent, franchise, technical assistance or similar Contract relating to or providing for the marketing and/or sale of products or services to which the Company is a party or by which it is otherwise bound;
2. any Contract involving the license of any patent, copyright, trade secret or other proprietary right constituting Intellectual Property to or from the Company;
3. any Contract providing for the development of any software, content (including textual content and visual, photographic or graphics content), technology or intellectual property for (or for the benefit or use of) use by the Company, or providing for the purchase by or license to (or for the benefit or use of) it of any hardware, software, content (including textual content and visual, photographic or graphics content), technology or intellectual property, which hardware, integrated circuits, software, content, technology or intellectual property is in any manner used or incorporated (or is contemplated by it to be used or incorporated) in connection with any aspect or element of any product or service provided by or technology used by the Company;
4. any agreement, contract or commitment relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise);
(A) any agreement relating to Indebtedness or (B) any mortgages, indentures, loans or credit agreements, security agreements or other agreements or instruments relating to indebtedness;
6. any joint venture or partnership or other similar agreement;
7. any agreement with any Affiliate of the Company, with any director or officer of the Company, or with any “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the 1000 Xxx) of any such director or officer, other than employment, invention assignment and equity-related agreements provided to Buyer;
8. any employment or consulting agreement, contract or commitment with an employee or individual consultant or salesperson or consulting or sales agreement, contract or commitment with a firm or other organization not otherwise disclosed on the Disclosure Schedule or not cancellable on thirty (30) days notice or less without penalty;
9. any agreement or plan, including, without limitation, any stock option plan, stock a...
Contracts/Agreements. (i) Except as disclosed in Schedule 4(ff), the Company is not a party to or bound by any oral or written Contract or obligation that individually has a value in excess of $15,000, has a term of greater than two (2) years or is otherwise material to the Company or its businesses, operations, financial condition, properties or assets.
(ii) Each agreement, contract, plan, lease, arrangement or commitment required to be disclosed pursuant to this Section 4(ff) (each, a “Material Contract”) is a valid and binding agreement the Company and is in full force and effect with respect to the Company and, to the Knowledge of the Seller, each other party thereto, and neither the Company, nor to the Knowledge of the Seller, any other party thereto, is in default or breach in any material respect under the terms of any such Material Contract, and, to the Knowledge of the Seller, no event or circumstance has occurred that, with notice or lapse of time or both, would reasonably be expected to constitute any event of default thereunder. True and complete copies of each such Material Contract have been made available to Buyer. The Company has fulfilled all material obligations required pursuant to each Material Contract to have been performed by the Company prior to the date hereof, and, to the Knowledge of the Seller, without giving effect to the Share Purchase and the other transactions contemplated by this Agreement, the Company will be able to fulfill, when due, all of its obligations under the Material Contracts that remain to be performed after the date hereof.
(iii) No Person is renegotiating or seeking to renegotiate, or, to the Knowledge of the Seller, has a right (absent any default or breach of a Material Contract) pursuant to the terms of any Material Contract to renegotiate, any material amount paid or payable to the Company under any Material Contract or any other material term or provision of any Material Contract. The Company has not received any written indication or, to the Knowledge of the Company, verbal indication of an intention to terminate or renegotiate the terms of any of the Material Contracts by any of the parties to any of the Material Contracts. (gg) Seller is a “non-U.S. Person” (as defined in Regulation S promulgated under the 1000 Xxx) and (i) the transaction contemplated by this Agreement constitutes an “offshore transaction” (as such term is defined in Regulation S) and (ii) the Equity Consideration will be for investment for the Seller’s o...
Contracts/Agreements. Except as disclosed in Schedule 3.9 hereto or the Memorandum, the Company is not a party to any material written or oral (a) contract for employment which may not be terminated by the Company, as the case may be, on not more than ninety (90) days' notice without liability to the Company; (b) pension or profit-sharing plans, retirement plans, bonus plans, stock purchase or stock option plans or any similar plans, formal or informal, whether covering one or more directors, officers or present or former employees; (c) contracts involving payment by or to the Company of more than $100,000 in the aggregate or in any one year or the performance of which may extend more than ninety (90) days from the date hereof; or (d) other contracts, agreements or understandings material to the Company. All such material contracts, agreements and understandings are in full force and effect except as disclosed in the Memorandum, and the Company or any other party thereto has not received any notice of default or is in default, and no condition now exists which, with notice or the lapse of time or both, would render the Company or, to the knowledge of the Company, any other party, in default under any material contracts, understandings or agreements to which the Company is or may be a party. Except as disclosed in Schedule 3.9 hereto or in the Memorandum, there are no disputes or proceedings relating to any such material contract, understanding or agreement and the Company has not received any notice or indication that any party to any such material contract, understanding or agreement intends to cancel or terminate such contract, understanding or agreement or intends to exercise or not exercise any options under such material contract, understanding or agreement.
Contracts/Agreements. (a) Landmark has not breached or defaulted on any of its obligations under any material contracts or agreements relating to any of the Assets, including the Limited Liability Company Agreement of XxXxxxx in effect as of the date hereof.
(b) Since the date that Landmark acquired title to the Membership Interest, XxXxxxx has not breached or defaulted on any of its obligations under any material contracts or agreements relating to any of the XxXxxxx Assets.
(c) At no time prior to the Effective Date has Landmark or any of its Affiliates delivered or received notice of a breach or default by either Landmark or any counterparty under any material contract or agreement relating to any of the Assets or notice of any fact, condition or circumstance that would constitute a breach or default by either Landmark or other counterparty under any material contract or agreement relating to any of the Assets.
(d) At no time since Landmark acquired title to the Membership Interest and prior to the Effective Date has XxXxxxx or any of its Affiliates delivered or received notice of a breach or default by either XxXxxxx or any counterparty under any material contract or agreement relating to any of the XxXxxxx Assets or notice of any fact, condition or circumstance that would constitute a breach or default by either XxXxxxx or other counterparty under any material contract or agreement relating to any of the XxXxxxx Assets.
(e) Neither Landmark nor XxXxxxx have received notice of any intent or desire to terminate, amend or modify any material contract or agreement relating to any of the Transferred Assets or abandon or surrender any interest held by the counterparty under any material contract or agreement relating to any of the Transferred Assets.
(f) Each contract that is a Transferred Asset constitutes the valid and binding obligation of Landmark or XxXxxxx, as applicable, and, to Landmark’s or XxXxxxx’x knowledge, as applicable, the other party or parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws, and is in full force and effect in all material respects .
Contracts/Agreements. Obligor has no material contracts, agreements or licenses constituting Collateral which are non-assignable by their terms, or as a matter of law, or which prevent the granting of a security interest therein, except to the extent consent to the assignment and/or security interest, as applicable, has been obtained and remains in effect.
Contracts/Agreements. (a) LD 13 has not breached or defaulted on any of its obligations under any material contracts or agreements relating to any of the Assets, including that certain Amended and Restated Limited Liability Agreement of LD 13 dated December 31, 2013, in effect as of the date hereof.
(b) Since December 30, 2013, LD 13 has not breached or defaulted on any of its obligations under any material contracts or agreements relating to any of the Assets.
(c) At no time since December 30, 2013 has LD 13 or any of its Affiliates delivered or received notice of a breach or default by either LD 13 or any counterparty under any material contract or agreement relating to any of the Assets or notice of any fact, condition or circumstance that would constitute a breach or default by either LD 13 or other counterparty under any material contract or agreement relating to any of the Assets.
(d) LD 13 has received no notice of any intent or desire to terminate, amend or modify any material contract or agreement relating to any of the Assets or abandon or surrender any interest held by the counterparty under any material contract or agreement relating to any of the Assets.
(e) Each contract that is an Asset constitutes the valid and binding obligation of LD 13, and, to LD 13’s knowledge, as applicable, the other party or parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws, and is in full force and effect in all material respects.
Contracts/Agreements. 8 3.10 Title to Properties; Leasehold Interests.................................................9 3.11 Litigation...............................................................................9 3.12 Licenses, Permits and Approvals..........................................................9 3.13 Taxes ...................................................................................10 3.14
