Contracts, Agreements and Instruments. Schedule 3.08 accurately and completely sets forth the information required to be contained therein. The Company has furnished to Ace:
3.08.01. The Certificate of Incorporation, Bylaws and other organizational documents of the Company and all amendments thereto, as presently in effect, certified by the president of the Company;
3.08.02. True and correct copies of all contracts, agreements and other instruments having a value in excess of $5,000.00 referred to in Schedule 3.08;
3.08.03. True and correct written descriptions of all service, material supply, distribution, agency, financing or other arrangements or understandings referred to in Schedule 3.08 involving an obligation on the part of the Company in excess of $5,000. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the Agreement, to the Knowledge of the Company and the Stockholder, no other party to any such contract, agreement, instrument, leases, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules hereto is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms. Each such service, supply, distribution, agency, financing, or other arrangement or understanding contained in the Schedules hereto is a valid and continuing arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; neither the Company, the Stockholder, nor any other party to any such arrangement or understanding has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way contained in the Schedules hereto, except for matters which, in the aggregate, would not have a Material Adverse Effect. The Company is not a member of a customer or user organization or of a trade association which relationship would be materially affected by the execution and performance of this Agreement.
Contracts, Agreements and Instruments. Schedule 3.07 includes the following documents of the Company:
3.07.01. True and correct copies of all material contracts, agreements and other instruments of the Company, as well as verbal understandings, involving an obligation on the part of the Company to pay or to render services, individually or in the aggregate, in excess of $25,000 per year or to receive payments in excess of $25,000 per year that is not entered in the ordinary course of business.
3.07.02. True and correct copies of all verbal and written contracts, arrangements, and understandings with officers, directors, and five percent or greater shareholders, except as disclosed in this Agreement. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the Schedules attached hereto or in the Agreement, to the Knowledge of the Company, no other party to any such contract, agreement, instrument, leases, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules hereto is in full force and effect and is the legal, valid, and binding obligation of the Company and is enforceable as to them in accordance with its terms. The Company does not have Knowledge that any other party to any such contract listed in Schedule 3.07 has given notice of termination or taken any action inconsistent with the continuance of such arrangement or understanding, except for matters which, in the aggregate, would not have a Material Adverse Effect; and the execution, delivery, and performance of this Agreement will not prejudice any such arrangement or understanding in any way contained in the Schedules hereto, except for matters which, in the aggregate, would not have a Material Adverse Effect. The Company is not a member of a customer or user organization or of a trade association which relationship would be materially affected by the execution and performance of this Agreement.
Contracts, Agreements and Instruments. The following Transaction Documents dated as of the Closing Date and duly executed by Sellers, in form and substance reasonably satisfactory to counsel to Buyer and sufficient to transfer and convey to Buyer all of Sellers' right, title and interest (of the quality required in this Agreement) in and to the Assets other than the Excluded Assets:
(i) the Assignment of Leases;
(ii) the Bill xx Sale;
(iii) the Assignment of FCC Licenses;
(iv) the Assignment of Contracts;
(v) the Deeds;
(vi) the Title Policies;
(vii) the Estoppel Certificates;
(viii) the Survey; and
(ix) all such other general instruments of transfer, assignment and conveyance, grant deeds, certificates of title, assignments, estoppel certificates for Leased Real Property, evidences of consent or waiver, and other instruments or documents in form and substance satisfactory to Buyer, as shall be necessary to evidence the sale, assignment, transfer and conveyance of the Assets other than the Excluded Assets to Buyer in accordance with this Agreement.
Contracts, Agreements and Instruments. Schedule 5.06 contains a list of the following, copies of which have been heretofore furnished by Seller to Purchaser, which acknowledges receipt thereof:
5.06.01 The Certificate of Formation, as presently in effect, certified by a member of Seller;
5.06.02 True and correct copies of all material contracts, agreements and other instruments relating to the Home Health Assets which are being transferred to Purchaser. Except for matters which, in the aggregate, would not have a Material Adverse Effect or as otherwise disclosed in the Agreement, Seller is no, and to Seller’s Knowledge, no other party to any such contract, agreement, instrument, lease, or license being assigned to Purchaser hereunder is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license by which Seller is presently engaged is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except that (i) the enforcement of certain rights and remedies created thereby and is subject to bankruptcy, insolvency, reorganization, and similar laws of general application affecting the rights and remedies of parties, and (ii) the enforceability of any particular provision thereof under principles of equity or the availability of equitable remedies, such as specific performance, injunctive relief, waiver, or other equitable remedies, is subject to the discretion of courts of competent jurisdiction.
Contracts, Agreements and Instruments. Schedule 5.06 accurately and completely sets forth the following contracts and agreements which Seller has furnished to Purchaser:
5.06.01. True and correct copies of all material contracts, agreements and other instruments; and
5.06.02. True and correct written descriptions of all service, material supply, distribution, agency, financing or other arrangements or understandings. Except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the Agreement, to the knowledge of Seller, no other party to any such contract, agreement, instrument, leases, or license is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each such contract, agreement, instrument, lease, or license contained in the Schedules attached hereto is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms.
Contracts, Agreements and Instruments. Schedule 5.06 contains a list of the following (the “Contracts”), copies of which have been heretofore furnished by Seller to Purchaser, which acknowledges receipt thereof:
5.06.01 True and correct copies of all material contracts, agreements and other instruments to which Seller is a party that are related to the Business;
5.06.02 True and correct written descriptions of all verbal material contracts and/or agreements to which Seller is a party that are related to the Business. With respect to the Contracts, except for matters which, in the aggregate, would not have a Material Adverse Effect or are otherwise disclosed in the Agreement, Seller is not, and to the best of Seller’s Knowledge, no other party to any Contract is now in violation or breach of, or in default with respect to complying with, any material provision thereof, and each Contract by which Seller is presently engaged is in full force and effect and is the legal, valid, and binding obligation of the parties thereto and is enforceable as to them in accordance with its terms, except that (i) the enforcement of certain rights and remedies created thereby and is subject to bankruptcy, insolvency, reorganization, and similar laws of general application affecting the rights and remedies of parties, and (ii) the enforceability of any particular provision thereof under principles of equity or the availability of equitable remedies, such as specific performance, injunctive relief, waiver, or other equitable remedies, is subject to the discretion of courts of competent jurisdiction. Each Contract is a valid and continuing arrangement, contract or understanding, except for matters which, in the aggregate, will not have a Material Adverse Effect. Neither Seller nor any other party to any Contract has given notice of termination or taken any action inconsistent with, the continuance of such arrangement, contract or understanding; except for matters which, in the aggregate, will not have a Material Adverse Effect. Subject to obtaining the consents described on Schedule 5.03, the execution, delivery, and performance of this Agreement will not prejudice any Contract in any way, except for matters which, in the aggregate, will not have a Material Adverse Effect. Purchaser acknowledges that certain Contracts require the consent of another party to the assignment or other transfer of the Contract to Purchaser (as described on Schedule 5.03) and that Seller will use reasonable commercial efforts to obtain the ...
Contracts, Agreements and Instruments. All such instruments of transfer, assignment and conveyance, and other instruments or documents in form and substance satisfactory to Purchaser, as shall be necessary to evidence the sale, assignment, transfer and conveyance of the Shares to Purchaser in accordance with this Agreement.
Contracts, Agreements and Instruments. The following Transaction Documents dated as of the Closing Date and duly executed by Seller, in form and substance reasonably satisfactory to counsel to Purchaser and sufficient to transfer and convey to Purchaser all of Seller's right, title and interest in and to the Assets:
(i) the Assignment of Leases;
(ii) the Bxxx of Sale;
(iii) an Allocation of Purchase Price and Assumed Liabilities pursuant to Article 16;
(iv) the Assignment of Contracts;
(v) a Schedule of Purchase Price adjustments pursuant to Section 2.5;
(vi) the Arvida Agreement; and
(vii) all such other general instruments of transfer, assignment and conveyance, deeds, certificates of title, assignments, evidences of consent or waiver, and other instruments or documents in form and substance satisfactory to Purchaser, as shall be necessary to evidence the sale, assignment, transfer and conveyance of the Assets to Purchaser in accordance with this Agreement.
Contracts, Agreements and Instruments. The following Transaction Documents dated as of the Closing Date and duly executed by Sellers, in form and substance reasonably satisfactory to counsel to Buyer and sufficient to transfer and convey to Buyer all of Sellers' right, title and interest (of the quality required in this Agreement) in and to the Assets other than the Excluded Assets:
(i) the Assignment of Leases;
(ii) the Xxxx of Sale;
(iii) the Assignment of FCC Licenses;
(iv) the Assignment of Contracts; and
(v) all such other general instruments of transfer, assignment and conveyance, grant deeds, certificates of title, assignments, estoppel certificates for Leased Real Property, evidences of consent or waiver, and other instruments or documents in form and substance satisfactory to Buyer, as shall be necessary to evidence the sale, assignment, transfer and conveyance of the Assets other than the Excluded Assets to Buyer in accordance with this Agreement.
Contracts, Agreements and Instruments. There are no contracts, agreements and other instruments of Process, as well as verbal understandings, involving an obligation on the part of Process to pay or to render services, individually or in the aggregate, in excess of $5,000 per year or to receive payments in excess of $5,000 per year, except as described in this Agreement. There are no verbal and written contracts, arrangements, and understandings with officers, directors, and five percent or greater shareholders.
