Contracts, Agreements, Etc Clause Samples

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: (a) any agent's, salesman's, broker's, dealer's, distributor's franchise, subcontractor's or manufacturer's representative contract or similar agreement, arrangement or understanding, whether written or oral, express or implied, or having any other basis, with respect to the manufacture, sale or distribution of products of, or furnishing of services by, the Company that is not terminable on notice of 30 days or less without penalty or other financial obligation; (b) any employment or consultation contract, or other compensation commitment or arrangement, whether written or oral, express or implied, or having any other basis (except for contracts included in Schedule 4.15 or otherwise provided for herein) that (i) is not terminable on notice of 30 days or less without penalty or other financial obligation, and (ii) under which any officer or employee of the Company receives total salary and other compensation from the Company of $25,000 or more per annum or more than $50,000 over the term of the contract; (c) any plan (except as included in Schedule 4.15) or any contract or arrangement, oral or written, or any statutory obligation providing for bonuses, pensions, options, deferred compensation, retirement payments, profit sharing or the like in excess of $10,000 in the aggregate (true and complete copies of any such plans, contracts or arrangements, or an accurate summary of the material terms thereof, having previously been delivered to the Buyer); (d) any lease or other agreement or arrangement for the use of personal property involving payment of annual rentals in excess of $20,000 in the aggregate; (e) any contract, agreement, arrangement or license (including but not limited to contracts for indebtedness) with respect to which payments are denominated in a foreign currency; (f) any contract, agreement, loan or arrangement with the Shareholder or with any affiliate or relative of the Shareholder; (g) any insurance policies naming the Company as an insured or beneficiary or as a loss payable payee, or for which the Company has paid all or part of the premium in force as of the date of this Agreement (true and complete copies of all insurance policies listed in Schedule 4.12 having previously been made available to the Bu...

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: (a) notes, mortgages, indentures, loan or credit agreements, equipment lease agreements each having a noncancellable term of more than one year and annual rental payments of not less than $300,000, security agreements each of which secures indebtedness of not less than $300,000, and other agreements and instruments reflecting obligations for borrowed money or other monetary indebtedness or otherwise relating to the borrowing of money by, or the extension of credit to, NCNG or any Subsidiary, in each case creating an actual or potential obligation of NCNG or any Subsidiary of not less than $300,000, or commitments to enter into any such agreements or commitments; (b) management consulting and employment agreements and binding agreements or commitments to enter into the same; (c) option, purchase and sale or lease agreements involving any real property, equipment, machinery, personal property or other asset, tangible or intangible, and involving amounts payable by or to NCNG or any Subsidiary of $300,000 or more; (d) agreements and purchase orders entered into or issued in the ordinary course of business for the purchase or sale of goods, services, supplies or capital assets, each requiring aggregate future payments by NCNG or any Subsidiary of more than $300,000; (e) joint venture or other agreements involving the sharing of profits or losses; (f) contracts or agreements with Seller or any subsidiary or affiliate of Seller other than NCNG and the Subsidiaries, or any director or officer of Seller or any subsidiary or affiliate of Seller other than NCNG and the Subsidiaries, or any person who is an immediate relative of any such person, or any combination of such persons; (g) outstanding powers of attorney empowering any person, company or other organization to act on behalf of NCNG or any Subsidiary; (h) outstanding guarantees, subordination agreements, indemnity agreements and other similar types of agreements, whether or not entered into in the ordinary course of business, under which NCNG or any Subsidiary is or may become liable for or obligated to discharge, or any asset of NCNG or any Subsidiary is or may become subject to the satisfaction of, any indebtedness, obligation, performance or undertaking of a...

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 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 Rale▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ 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 Rale▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ld be entitled to offset any amount payable to the Company under the Indemnification Agreement.

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. (b) All such Contracts are valid and binding obligations of Cardiotronics and in full force and effect as of the Closing Date, and no breach or default (or event or condition, which after notice or lapse of time, or both would constitute a breach or default) by Cardiotronics or, to the best knowledge of Cardiotronics, any other party thereto exists with respect thereto, and this Agreement and the transactions contemplated hereby will not cause any breach or default thereof.

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. (b) All such Contracts are valid and binding and in full force and effect as of the date hereof, and no breach or default (or event or condition, which after notice or lapse of time, or both would constitute a breach or default) by the Company or, to the best of Sellers' knowledge, any other party thereto exists with respect thereto, and this Agreement and the transactions contemplated hereby will not cause any breach or default thereof. (c) The March 29, 1994 Agreement between the Company and G.I. Medical Technologies, Inc. has been term...

Contracts, Agreements, Etc. As additional collateral and further security for the Secured Indebtedness, Grantor does hereby assign to Grantee Grantor’s interest in any and all construction contracts and other contracts, licenses and permits now or hereafter affecting the Premises or any part thereof, and Grantor agrees to execute and deliver to Grantee such additional instruments, in form and substance satisfactory to Grantee, as may hereafter be requested by Grantee to further evidence and confirm said assignment; provided, however, that acceptance of any such assignment shall not be construed as a consent by Grantee to any franchise agreement, management contract, construction contract or other contract, license or permit, or to impose upon Grantee any obligation with respect thereto. Without first obtaining on each occasion the written approval of Grantee, Grantor shall not cancel or permit the cancellation of any such franchise agreement, management contract, construction contract or other contract, license or permit, or modify any of said instruments, or accept or permit to be made, any prepayment of any installment of fees thereunder. Grantor shall faithfully keep and perform, or cause to be kept and performed, all of the covenants, conditions and agreements contained in each of said instruments now or hereafter existing on the part of Grantor to be kept and performed, and shall at all times do all things necessary to compel performance by each other party to said instruments of all obligations, covenants and agreements by such other party to be performed thereunder.

Contracts, Agreements, Etc. Seller is not in default in performance -------------------------- of, and is in compliance with, all material provisions of the Contracts. To the knowledge of Seller, other parties to the Contracts are not in default in performance of, and are in compliance with, all material provisions of the Contracts. Seller has no knowledge of any intent by any other party not to perform its obligations under any Contract. Except as referred to in Schedule 3.2(c), Seller has the --------------- right to assign all Contracts to Buyer pursuant to this Agreement and neither the assignment of such Contracts nor the consummation of the transactions contemplated by the Transactional Agreements permits, or to the best knowledge of Seller, would lead any party to such Contract, to terminate or alter such Contract. Apart from: (i) contracts or agreements which pertain primarily to the business of the Seller other than the DVD Business; and (ii) contracts or agreements in connection with the activities and business of the Seller as contemplated under the Distribution Agreement and the Consulting Agreement; (iii) real property leases and (iv) distribution agreements relating to the distribution of the DVD Products which cannot be assigned, Schedule 2.1(b) includes a true --------------- and complete list of all written contracts and agreements primarily related to the DVD Business.

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 "Excluded Contract" shall mean any Contract that the Company or Carnegie has entered in the ordinary course of business that does not (i) contemplate or involve the payment of cash or other consideration in an amount in excess of $25,000, (ii) contain any restrictions on the Company's or Carnegie's operations of is business in any jurisdiction or manner or (iii) pertain to the licensing of any Proprietary Asset.