Common use of Contracts/Agreements Clause in Contracts

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 own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in the U.S. or to a U.S. resident, and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Seller further represents that it (A) does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person, or to any third person in the U.S. or to a U.S. resident, with respect to any of the Equity Consideration; (B) agrees to resell the Equity Consideration only in accordance with the provisions of Regulation S of the 1933 Act, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; and (iii) agrees not to engage in hedging transactions with respect to such Equity Consideration unless otherwise in compliance with the 1933 Act. Seller acknowledges that, to its knowledge, neither the Buyer, nor any of its affiliates, nor any person acting on its or their behalf has engaged in any directed selling efforts in violation of the requirements of Regulation S.

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 Xxx1933 Act) 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 own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in the U.S. or to a U.S. resident, and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Seller further represents that it (A) does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person, or to any third person in the U.S. or to a U.S. resident, with respect to any of the Equity Consideration; (B) agrees to resell the Equity Consideration only in accordance with the provisions of Regulation S of the 1933 Act, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; and (iii) agrees not to engage in hedging transactions with respect to such Equity Consideration unless otherwise in compliance with the 1933 Act. Seller acknowledges that, to its knowledge, neither the Buyer, nor any of its affiliates, nor any person acting on its or their behalf has engaged in any directed selling efforts in violation of the requirements of Regulation S.

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 own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in the U.S. or to a U.S. resident, and that Seller has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, Seller further represents that it (A) does not have any contract, undertaking, agreement, or arrangement with any person to sell, transfer, or grant participations to such person, or to any third person in the U.S. or to a U.S. resident, with respect to any of the Equity Consideration; (B) agrees to resell the Equity Consideration only in accordance with the provisions of Regulation S of the 1933 Act, pursuant to registration under the 1933 Act, or pursuant to an available exemption from registration under the 1933 Act; and (iii) agrees not to engage in hedging transactions with respect to such Equity Consideration unless otherwise in compliance with the 1933 Act. Seller acknowledges that, to its knowledge, neither the Buyer, nor any of its affiliates, nor any person acting on its or their behalf has engaged in any directed selling efforts in violation of the requirements of Regulation S..