Contracts, Agreements, Etc. (i) Section 3.1(k) identifies each Contract in which any of the Company or Phase Three is a party, except for any Excluded Contract.
Contracts, Agreements, Etc. Except as set forth in Schedule 4.12 (true and complete copies of all contracts and other documents listed in Schedule 4.12 having previously been delivered to the Buyer), the Company is not a party to or subject to any of the following:
Contracts, Agreements, Etc. Schedule 4.9 attached hereto contains a correct and complete list of the following contracts, agreements, or arrangements to which the Companies or any Subsidiary are a party (not including “Benefit Plans” described in Section 4.12) (the “Contracts”):
Contracts, Agreements, Etc. Schedule 4.10 attached hereto contains a correct and complete list of the following contracts, agreements, or arrangements (but not including the Shared Services Agreements) to which NCNG, any Subsidiary or, to the Knowledge of NCNG, ENCNG is a party:
Contracts, Agreements, Etc. (i) Section 3.1(l) of the Disclosure Schedule identifies each Contract in which any of the Company or Carnegie is a party, except for any Excluded Contract. For purposes of this Section 3.1(l) the term "
Contracts, Agreements, Etc. (a) Except as set forth and briefly described in the Cardiotronics Disclosure Memorandum, Cardiotronics is not a party to, or bound by, any material contract, agreement, understanding, commitment or engagement. Other than purchase and sales orders entered into in the ordinary course of business, the Cardiotronics Disclosure Memorandum lists and describes any and all contracts, agreements, commitments and engagements material to Cardiotronics (the "Contracts"), as of the Closing Date, including without limitation all (i) supply and service contracts to which Cardiotronics is a party as vendor or vendee, (ii) contracts for the purchase or lease of capital equipment, (iii) consulting contracts and agreements, (iv) OEM contracts, (v) employee health and welfare, pension, bonus, life, hospitalization or other insurance, medical, deferred or incentive compensation, profit sharing, loan and other employee benefit plans or arrangements, (vi) contracts or agreements regarding credit or borrowed money, (vii) guaranties, (viii) letters of credit, (ix) surety and indemnification agreements, (x) confidentiality agreements, (xi) covenants not to compete, (xii) leases of real property, as lessor or lessee, (xiii) leases of personal property, as lessor or lessee, (xiv) all contracts and agreements regarding Licenses and Intellectual Properties, (xv) all agreements or commitments regarding debts and equity securities of Cardiotronics and any interest therein, (xvi) all contracts and agreements regarding the distribution or payment of profits or dividends, (xvii) all contracts and agreements regarding the allocation or sharing of Taxes or otherwise with respect to Taxes, (xviii) all agreements regarding financial, Cardiotronics or advisory services to be rendered by or for Cardiotronics, (xix) all contracts regarding product distribution, (xx) all contracts and agreements involving more than $20,000, and (xxi) any contract or agreement not entered into in the ordinary course of business.
Contracts, Agreements, Etc. (a) Except as set forth and briefly described in the Disclosure Schedule, the Company is not a party to, or bound by, any material contract, agreement, understanding, commitment or engagement (written or oral). Except for purchase and sales orders entered into in the ordinary course of business, the Disclosure Schedule lists and describes any and all contracts, agreements, commitments and engagements material to the Company (the "Contracts"), including without limitation all (i) supply and service contracts to which the Company is a party as vendor or vendee, (ii) contracts for the purchase or lease of capital equipment, (iii) consulting contracts and agreements, (iv) union contracts, (v) employee health and welfare, pension, bonus, life, hospitalization or other insurance, medical, deferred or incentive compensation, profit sharing, loan and other employee benefit plans or arrangements, (vi) contracts or agreements regarding credit or borrowed money, (vii) guaranties, (viii) letters of credit, (ix) surety and indemnification agreements, (x) confidentiality agreements, (xi) covenants not to compete, (xii) leases of real property, as lessor or lessee, (xiii) leases of personal property, as lessor or lessee, (xiv) all contracts and agreements regarding Licenses and Intellectual Properties, (xv) all agreements or commitments regarding debts and equity securities of the Company and any interest therein, (xvi) all contracts and agreements regarding the distribution or payment of profits or dividends, (xvii) all contracts and agreements regarding the allocation or sharing of Taxes or otherwise with respect to Taxes, (xviii) all agreements regarding financial, management or advisory services to be rendered by or for the Company, (xix) all contracts regarding product distribution, (xx) all contracts and agreements involving more than $10,000, and (xxi) any contract or agreement not entered into in the ordinary course of business.
Contracts, Agreements, Etc. Schedule 4.10 attached hereto contains a correct and complete list of the following Contracts to which Midland or any Subsidiary is a party:
Contracts, Agreements, Etc. (a) Schedule 3.12(A) attached hereto contains a correct and complete list identifying each of the Assumed Contracts and each other Contract. Sellers have provided Buyer Parties with true and complete copies of all such Contracts, including all amendments, modifications, waivers and elections applicable thereto.
Contracts, Agreements, Etc. Schedule 3.9 attached hereto contains a correct and complete list of all of the Contracts to which the Company is a party (including all Contracts relating to Pre-Closing Transactions), for which it is obligated, or to which its respective assets or properties are subject (and summarizes in reasonable and meaningful detail all of the listed Contracts and arrangements that are not evidenced by written Contracts delivered to WOC). Clissold has provided WOC with access to true and complete copies of all Contracts listed on referenced on any Schedule hereto, including all amendments, modifications, waivers and elections applicable thereto and the summaries set forth on Schedule 3.9 are true and correct and do not omit any information necessary to make the summaries not misleading. All such Contracts are, and after the Closing will continue to be, valid and binding, enforceable in accordance with their respective terms as against third Persons that are parties thereto, and are in full force and effect. Except as disclosed in Schedule 3.9, the Company (and, to the extent the Company would be affected, Clissold) has in all material respects performed all the obligations required to be performed by it to date under each Contract listed or required to be listed in Schedule 3.9 and there is not under any such Contract, any existing breach or default (or event or condition, which after notice or lapse of time, or both, would constitute a material breach or material default), by the Company, with respect thereto or, to the knowledge of Clissold, a breach or default by any other party thereto. Without limiting the foregoing in any way, the Indemnification Agreement between Ralexxx Xxxxxxxx xxx the Company (the "Indemnification Agreement") has not been revoked or rescinded, and neither Clissold nor the Company is aware of (a) any basis under which the Company would be entitled to assert any right to indemnification under such agreement or (b) any basis under which Ralexxx Xxxxxxxx xxxld be entitled to offset any amount payable to the Company under the Indemnification Agreement.
