Contracts, Agreements and Commitments. Schedule 4.6 hereto contains an accurate and complete list of all contracts, agreements, leases, licenses and instruments to which Seller or Subsidiary is a party or is bound or which relate to or affect any of the Purchased Assets or the Business. Schedule 4.6 includes, without limitation, all contracts and agreements and all leases, licenses and instruments, which (i) grant a security interest or permit or provide for the imposition of any lien, mortgage, security interest or other encumbrance on, or provide for the disposition of, any of the Purchased Assets; (ii) require the consent of any third party to the consummation by Seller of the transactions contemplated by this Agreement, as noted on such schedule; (iii) would restrict the use or disposition by Buyer after the Closing of any of the Purchased Assets; or (iv) pertain to the sale or lease of CAD/RMS Products to third parties (including the status of the contract, the contract price, the amount collected to date and whether the CAD/RMS Product has been accepted. True, correct and complete copies of all items so listed in Schedule 4.6 have been furnished to Buyer. Each of such contracts, agreements, leases, licenses and instruments so listed, or required to be so listed, in Schedule 4.6 is a valid and binding obligation of Seller and/or Subsidiary and the other parties thereto, enforceable in accordance with its terms, except as may be affected by bankruptcy, insolvency, moratorium or similar laws affecting creditors' rights generally and general principles of equity relating to the availability of equitable remedies. Except as otherwise set forth in Schedule 4.6 hereto, there have not been any defaults by Seller or Subsidiary or, to the best knowledge of the Seller, defaults or any claims of default or claims of nonenforceability by the other party or parties which, individually or in the aggregate, would have a material adverse effect on Subsidiary, the Business or any of the Purchased Assets, and there are no facts or conditions that have occurred or that are anticipated to occur which, through the passage of time or the giving of notice, or both, would constitute a default by Seller, or to the best knowledge of the Seller, by the other party or parties, under any of such contracts, agreements, leases, licenses and instruments or would cause a creation of a lien, security interest or encumbrance upon any of the Purchased Assets or otherwise materially and adversely affect Subsidiary, any of the...
Contracts, Agreements and Commitments. (a) Schedule 3.1.34(a) sets forth a complete and accurate list of all material written and oral contracts, agreements and commitments (including undertakings or commitments to any Governmental Entity) pursuant to which the Corporation is currently bound to perform, or is otherwise subject to, obligations of any nature whatsoever, including all: (i) contracts with customers, (ii) contracts with suppliers or manufacturers for products sold by the Corporation in the Ordinary Course of Business, (iii) leases as lessor or lessee, (iv) advertising or public relations contracts, (v) conditional sales contracts, security agreements, pledge agreements, trust receipts or any other agreements or arrangements whereby any of the Corporation’s property is subject to any Encumbrance, (vi) hypothecs, mortgages, indentures, notes or other instruments for or relating to any borrowing of money or the extension of credit or the deferred purchase of property, (vii) guarantees of any obligations for the borrowing of money or otherwise, or any other agreements of guarantee or obligations for the borrowing of money or otherwise, or any other agreements of guarantee or indemnification (other than endorsements made for collection in the Ordinary Course of Business), (viii) agreements or arrangements for the purchase or sale of any assets other than in the Ordinary Course of Business, (ix) licenses, (x) continuing contracts for future purchase of materials, supplies or equipment, (xi) agreements, contracts or commitments relating to the acquisition of assets, capital stock or ownership interests of any business enterprise, (xii) agreements, contracts or commitments with any officer, director or shareholder of the Corporation, and (xiii) contracts restricting the carrying on of business in any areas or in any way limiting competition (collectively, the “Contracts”).
Contracts, Agreements and Commitments. Except as set forth in Section 3.4 of the Agreement Schedules, Seller is not a party to or bound by any contracts, agreements, leases, licenses and instruments at the Closing pursuant to this Agreement that relate to or affect any of the Acquired Assets (the “Disclosable Contracts”). Seller further represents that there have not been any defaults by Seller under any Disclosable Contract or, to the knowledge of Seller, defaults or any claims of default or claims of non-enforceability with respect to any Disclosable Contract by the other party or parties thereto which, individually or in the aggregate, would have a material adverse effect on any of the Acquired Assets, and there are no facts or conditions that have occurred or that are anticipated to occur which, through the passage of time or the giving of notice, or both, would constitute a default by Seller under any Disclosable Contract, or to the knowledge of Seller, by the other party or parties to any Disclosable Contract, under any such Disclosable Contracts or that would cause a creation of any Liens (other than Permitted Liens) upon any of the Acquired Assets or otherwise materially and adversely affect any of the Acquired Assets.
Contracts, Agreements and Commitments. From the date of this Agreement until the Closing Date, the Companies, the Subsidiaries or SGS Canada will not enter into any agreement, contract or commitment in connection with the Purchased Business involving payments (in one or more installments) in excess of $500,000.00, except in the ordinary course of business, without notice to, and prior consultation with Purchaser.
Contracts, Agreements and Commitments. Neither Parent nor any Parent Subsidiaries is a party to or bound by any written or oral contracts, agreements, instruments, commitments or arrangements, covering the following: (a) employment agreements, consulting agreements or other arrangements with any employee or other person, or any non-compete or non-solicitation agreements, arrangements or understandings with any person or entity that may not be terminated by Parent or any Parent Subsidiary without liability for a severance, cancellation or penalty payment; (b) indentures, mortgages, notes, installment obligations, capital leases, interest rate swap agreements, agreements or other instruments relating to the borrowing of money by Parent or any Parent Subsidiary or the guarantee of any obligation for the borrowing of money; (c) leases, licenses or other agreements for the purchase, lease, license, use or maintenance of hardware, software, data processing services or systems, or telecommunications equipment, lines or services; (d) joint venture and management agreements; and (e) agreements which involve the receipt or payment by Parent or any Parent Subsidiary of more than $10,000; provided, however, that as to managed care agreements the Parent Disclosure Schedule lists only the top five provider contracts by percent of total revenue for each facility. There is not, under any of the aforesaid obligations, any existing default, event of default or other event which, with or without due notice or lapse of time or both, would constitute a default or event of default on the part of Parent or any Parent Subsidiary, except such defaults, events of default and other events as to which requisite waivers or consents have been obtained or which individually or in the aggregate would not have a Parent Material Adverse Effect.
Contracts, Agreements and Commitments. Neither Company nor any Company Subsidiary is a party to or bound by any written or oral contracts, agreements, instruments, commitments or arrangements, covering the following: (a) employment agreements, consulting agreements or other arrangements with any employee or other person, or any non-compete or non-solicitation agreements, arrangements or understandings with any person that may not be terminated by Company or any Company Subsidiary without liability for a severance, cancellation or penalty payment; (b) indentures, mortgages, notes, installment obligations, capital leases, interest rate swap agreements, agreements or other instruments relating to the borrowing of money by Company or any Company Subsidiary or the guarantee of any obligation for the borrowing of money; (c) leases, licenses or other agreements for the purchase, lease, license, use or maintenance of hardware, software, data processing services or systems, or telecommunications equipment, lines or services; (d) joint venture and management agreements; and (e) agreements which involve the receipt or payment by Company or any Company Subsidiary of more than $10,000. There is not, under any of the aforesaid obligations, any existing default, event of default or other event which, with or without due notice or lapse of time or both, would constitute a default or event of default on the part of Company or any Company Subsidiary, except such defaults, events of default and other events as to which requisite waivers or consents have been obtained or which individually or in the aggregate would not have a Company Material Adverse Effect.
Contracts, Agreements and Commitments. Seller is not a party to any contracts, agreements, leases, licenses and instruments to which Seller is a party or is bound or which relate to or affect any of the Purchased Assets or the Business. Seller further represents that there have not been any defaults by Seller or, to the best knowledge of the Seller, defaults or any claims of default or claims of nonenforceability by the other party or parties which, individually or in the aggregate, would have a material adverse effect on the Business or any of the Purchased Assets, and there are no facts or conditions that have occurred or that are anticipated to occur which, through the passage of time or the giving of notice, or both, would constitute a default by Seller, or to the best knowledge of the Seller, by the other party or parties, under any of such contracts, agreements, leases, licenses and instruments or would cause a creation of a lien, security interest or encumbrance upon any of the Purchased Assets or otherwise materially and adversely affect any of the Purchased Assets or the Business. Buyer agrees to use good faith in pursuing a mutually acceptable contract-manufacturing and packaging agreement with the dietary supplement manufacturer Natural Alternatives International, Inc. (NAI) of San Marcos, California for the Product.
Contracts, Agreements and Commitments. Seller has no contract, ------------------------------------- agreement, arrangement or commitment which may have a material adverse effect on the transfer of the Purchased Assets to the Buyer. Notwithstanding any term or provision of this Agreement, Buyer shall not assume or be responsible for any liabilities associated with any contract or agreement of Seller to be assumed by Buyer hereunder where consent is required prior to transfer and such consent is not obtained. Seller has performed in all material respects the obligations required to be performed by it thereunder and there have been no defaults or claims of defaults and there are no facts or conditions which have occurred or are anticipated to occur which, through the passage of time or the giving of notice, or both, would constitute a default thereunder or would cause the acceleration of any obligation of any party thereto or the creation of a lien or encumbrance upon any of the Purchased Assets. Seller has not waived any right which it has under any such contact or commitment.
Contracts, Agreements and Commitments. Except for any collective bargaining, labor, employment agreements and employment policies and benefit plans and programs that are otherwise disclosed on the Schedules hereto, Schedule 2.14 hereto contains an accurate and complete list together with a brief description of each of the contracts, agreements, licenses and instruments to which the Company is a party or is subject, and which is material to the Company or its business. Without limiting the generality of the foregoing, such list includes any contract and agreement and any licenses or instrument which (i) grants to the Company the right to use, make or develop Proprietary Rights or grants any other person any rights to any Proprietary Rights; (ii) grants a security interest or permits or provides for the imposition of any lien or encumbrance on, or provides for the sale of, any shares of capital stock or other equity securities of the Company, including the Shares, or any assets of the Company (other than sales of Company assets in the ordinary course of business and consistent with past practices); (iii) requires the consent of any third party to, or would be violated by, the consummation by the Stockholders of the transactions contemplated by this Agreement; (iv) involves the borrowing of money, or provides for capital expenditures to be made in the future, in excess of $5,000; (v) provides for an employment or consulting agreement which is not terminable with no more than two weeks' notice or provides for earlier termination with a payment in excess of $5,000; or (vi) involves the licensing, by or to the Company, of patents, Proprietary Rights or other intangible assets of any kind. True, correct and complete copies of all items so listed in Schedule 2.14 have been furnished to Techniclone. Each of such contracts, agreements, licenses and instruments so listed, or required to be so listed, is a valid and binding obligation of the
Contracts, Agreements and Commitments. Seller has supplied Purchaser with a true and correct copy of each Assumed Contract in Schedule 1.11. Seller has performed in all material respects the obligations required to be performed by it under any material Assumed Contract as of the date hereof. To Seller’s Knowledge, there have been no defaults or claims of defaults and there are no facts or conditions which have occurred or are anticipated to occur which, through the passage of time or the giving of notice, or both, would constitute a material default under such material contracts or would cause the acceleration of any material obligation of Seller thereunder or the creation of a lien or encumbrance upon any of the Purchased Assets. Seller has not waived any material right which it has under any such material contact. For the purposes of this Agreement, “Seller’s Knowledge” and words of similar import mean the actual knowledge of Xxxxxx X. Xxxxxx, Xx., Xxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxxx Xxxx, Xxxxxx Xxxxxxxx and Xxxx Xxxxx after due inquiry.
