Contracts and Arrangements. (i) There is not now outstanding, any agreement, arrangement or understanding (whether legally enforceable or not) to which the Company is a party or has an interest and in which any of the Vendors, or any director or supervisor of the Company or any of its Connected Persons is interested whether directly or indirectly.
(ii) The Company is not a party to nor has its profits or financial position during the last 3 years been affected by any agreement or arrangement which is not entirely of an arm's length nature.
Contracts and Arrangements. (a) SCHEDULE 4.14 hereto contains a true and accurate list of all Contracts, pursuant to which Seller enjoys any right or benefit or undertakes any obligation related to the Business, the Intellectual Property, the Assumed Liabilities or the Assets. Except for the Contracts, Seller is not a party to or otherwise bound by the terms of any contract, agreement or obligation, written or oral, affecting the Business, the Assets, Intellectual Property, or the Assumed Liabilities. Each of the Assumed Contracts is (assuming due authorization and execution by the other party or parties hereto) valid, binding and in full force and effect and enforceable by Seller in accordance with its terms, except as enforcement may be limited by general equitable principles and the exercise of judicial discretion in accordance with such principles. Neither Seller, nor, to Seller's Knowledge, any other party, is in default under any Assumed Contract, and there are no existing disputes or claims of default relating thereto, or any facts or conditions Known to Seller which, if continued, will result in a default or claim of default thereunder, which default could reasonably be expected to have a Material Adverse Effect on the Business, the Assets, the Assumed Contracts or the Assumed Liabilities. No Assumed Contract contains any liquidated damages, penalty or similar provision. There is no Assumed Contract which Seller can reasonably foresee will result in any material loss upon the performance thereof by Purchaser from and after the Closing Date. To Seller's Knowledge, no party to any Contract has notified Seller that it intends to cancel, withdraw, modify or amend such Contract. Except as set forth on SCHEDULE 4.14 attached hereto, no consents are necessary for the effective assignment to and assumption by Parent or Purchaser of any of the Assumed Contracts.
(b) To Seller's Knowledge, there are no unresolved claims between Seller and any of the principal licensors, vendors, suppliers, distributors, representatives or customers of the Business, and no event which could reasonably be expected to result in (i) a material breach of an Assumed Contract, (ii) a request for a material accommodation or concession in connection with the sale of services, distributors, representatives or customers or (iii) a significant impairment of the relationships of any Business with its principal licensors, vendors, suppliers, distributors, representatives, or customers, and none of such persons has a...
Contracts and Arrangements. 15 4.10 Title........................................................ 17 4.11 Call Letters; Trademarks..................................... 18 4.12 Litigation and Compliance with Laws.......................... 19 4.13 Employees.................................................... 20 4.14 Taxes........................................................ 21 4.15 Instruments of Conveyance; Good Title........................ 21 4.16 Changes...................................................... 21 4.17 Brokers...................................................... 22 4.18 Environmental................................................ 22 4.19
Contracts and Arrangements. Schedule 3.9 lists the following written, oral, implied or other agreements, contracts, understandings, arrangements, instruments, notes, guaranties, indemnities, representations, warranties, deeds, assignments, powers of attorney, certificates, purchase orders, work orders, insurance policies, benefit plans, commitments, covenants, assurances and undertakings of any nature relating primarily to the Publications or the Acquired Assets (collectively, the “Material Contracts”), to which any of Sellers is a party:
(a) Sales agency or advertising representation contracts involving annual consideration of more than $100,000;
(b) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets involving annual consideration of more than $100,000;
(c) Consulting contracts, employment agreements or freelance agreements involving annual consideration of more than $100,000;
(d) Licenses or agreements involving annual consideration of more than $100,000 under which Sellers are authorized to publish materials supplied by others in future issues of the Publications;
(e) Leases or subleases of Real Property (collectively, the “Real Property Leases”);
(f) Leases of any personal property involving annual consideration of more than $100,000;
(g) All contracts which are licenses and sublicenses (in which any of Sellers is licensor or licensee) involving annual consideration of more than $100,000;
(h) Any contract for the purchase or sale of products, or other personal property, or for the furnishing or receipt of services, involving annual consideration of more than $100,000;
(i) Any contract concerning a partnership or joint venture;
(j) Any contract under which Sellers have created, incurred, assumed, or guaranteed any indebtedness for borrowed money or pursuant to which Sellers have advanced or loaned money;
(k) Any contract with any Affiliates of Sellers, or any entity in which any Affiliates of Sellers holds an equity or any other economic interest;
(l) Any contract concerning non-disclosure, confidentiality or noncompetition;
(m) Any contract under which the consequences of a default or termination could have an effect on the business, financial condition, operations, results of operations, or future prospects of any of Sellers in an amount in excess of $100,000; or
(n) Any other contract (or group of related contracts) the performance of which involves consideration in excess of $100,00...
Contracts and Arrangements. As used herein, “Material Contracts” means all of the following contracts, agreements and arrangements (written or oral) included in the Assets involving annual consideration of more than $25,000:
(a) Sales agency or advertising representation contracts;
(b) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets;
(c) Consulting contracts, employment agreements or freelance agreements;
(d) Licenses or agreements under which Seller is authorized to publish materials supplied by others in future issues of the Newspaper;
(e) Leases of real and personal property (collectively, the “Leases”); and
(f) Any other contract or lease not made in the usual and ordinary course of business, or not terminable by Sellers without liability upon not more than 90 days’ written notice. All of the Material Contracts are listed on Schedule 3.9. Schedule 3.9 specifies those Material Contracts, the assignment of which requires the consent of a third party. Provided that any requisite consent to the assignment of Material Contracts to Buyer is obtained, to the knowledge of Sellers, each of the contracts and leases which is assigned to and assumed by Buyer on the Closing Date is valid and in full force and effect. There is no existing default, event of default or other event under such Material Contracts which, with or without notice or lapse of time or both, would constitute a default or an event of default by a Seller under any such contract. To the knowledge of Sellers, there is not, under any of the Material Contracts, any existing default or event of default which, with or without notice or lapse of time or both would constitute a default or event of default on the part of any other party thereto, except such defaults, events of default and other events which would not have, and would not reasonably be expected to have, a Material Adverse Effect. Prior to the Closing Date, Sellers will make available to Buyer complete copies (or written summaries of oral contracts) of all of the Material Contracts.
Contracts and Arrangements. (a) Except for the Franchise Agreements, leases for the Real Properties, Easements, and Assumed Contracts, all other Seller Contracts are capable of being, and will be, terminated as of the Closing Date at Seller’s sole cost and expense. Seller has no other Contract relating to the Restaurants, Purchased Assets or Real Properties, that will survive the Closing including, without limiting the generality of the foregoing, any (i) Contract for the purchase or sale of Inventory; (ii) Contract for the purchase or sale of supplies, services or other items; (iii) Contract for the purchase, sale or lease of any Restaurant Equipment; (iv) Franchise Agreement or license agreement; and (v) employment or consulting agreement or pension, disability, profit sharing, bonus, incentive, insurance, retirement or other employee benefit agreement.
(b) Seller has not given any power of attorney (revocable or irrevocable) to any Person for any purpose whatsoever.
Contracts and Arrangements. Schedule 3.8 sets forth all of the contracts to which any member of the Selling Group is a party relating to the Business or the Purchased Assets. Except as set forth on Schedule 3.8, there are no oral agreements to which any member of the Selling Group is a party relating to the Business or the Purchased Assets. Complete and accurate copies of all written contracts and related amendments to which any member of the Selling Group is a party relating to the Business or the Purchased Assets have been provided to Acquirors prior to the Closing. Such contracts include:
(a) employment and/or independent contractor agreements with each employee, independent contractor and/or candidate of any Seller;
(b) any agreement under which any Seller receives, or is entitled to receive in the future, a payment from the other party to the agreement;
(c) any agreements with third party payors;
(d) any agreement (or group of related agreements), either oral or written, under which any Seller has created, incurred, assumed or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or any arrangement under which any member of the Selling Group or a third party has imposed a Lien on any of the Purchased Assets;
(e) any agreement or arrangement, whether oral or written, under which any Seller has loaned money to any Person or borrowed money from any Person;
(f) any equipment, space or premise leases;
(g) any agreement concerning confidentiality or noncompetition or providing for any sort of post-termination payment;
(h) any agreement, whether oral or written, under which any Seller has advanced or loaned any amount to any of its directors, officers, employees, members, independent contractors, shareholders or Owners, or borrowed any amount from any of its directors, officers, employees, members, independent contractors or Affiliates;
(i) any agreement which is proposed to be transferred pursuant to this Agreement and will require consent to assign by any third party;
(j) any agreement with any Affiliate of any individual or entity in the Selling Group;
(k) any agreement related to Intellectual Property of any individual or entity in the Selling Group;
(l) any Healthcare Agreements or other agreements with healthcare entities;
(m) any profit sharing, stock option, stock purchase, stock appreciation, phantom stock, deferred compensation, severance or other plan or arrangement for the benefit of any Seller’s current or former directors, officers, employee...
Contracts and Arrangements. Other than as disclosed to the Purchaser, there is not now outstanding, any agreement, arrangement or understanding (whether legally enforceable or not) to which the Company is a party or has an interest and in which any of the Vendor, or any director of the Company of any of them is interested whether directly or indirectly other than those arm’s length contracts disclosed to the Purchaser.
Contracts and Arrangements. (a) Schedule 5.11 hereto contains true and -------------------------- ------------- complete lists of the following contracts (written or oral) included in the Argyle TV Stations Assets, involving annual consideration of more than $10,000 (the "Material Argyle TV Stations Contracts"):
(i) Any television network affiliation agreements;
(ii) Except for contracts that expire or are terminable without penalty with thirty (30) days notice after the Closing Date, contracts evidencing time sales to advertisers or advertising agencies;
(iii) Any trade or barter agreements;
(iv) Sales agency or advertising representation contracts which are not terminable by Argyle without penalty upon notice of thirty (30) days or less;
(v) Contracts for the future construction or purchase of capital improvements, purchase of materials, supplies or equipment, or for the sale of assets (other than broadcast time);
(vi) Employment contracts or consulting contracts not terminable by Argyle without penalty upon notice of thirty (30) days or less;
(vii) Licenses or agreements under which Argyle is authorized to broadcast on the Argyle TV Stations programming supplied by others;
(viii) Leases of real property including renewal options exercisable by any other party thereto, ending more than thirty (30) days after the date of this Agreement;
(ix) Leases of personal property which have a term, including renewal options exercisable by any other party thereto, ending more than thirty (30) days after the date of this Agreement; and
(x) Any other contract or lease not made in the usual and ordinary course of business or not terminable by Argyle without liability upon not more than thirty (30) days' written notice.
(b) Schedule 5.11 specifies those Material Argyle TV Stations Contracts ------------- the assignment of which requires the consent of a third party. Provided that any requisite consent to the assignment of Material Argyle TV Stations Contracts to Gannett is obtained, each of the contracts and leases which is assigned to and assumed by Gannett on the Closing Date is valid and in full force and effect.
(c) Subject to Argyle's obtaining all necessary third-party consents, each Argyle Party has full legal power and authority to assign its respective rights under the Material Argyle TV Stations Contracts to Gannett in accordance with this Agreement, and such assignment shall not affect the validity, enforceability and continuity of any of the Material Argyle TV Stations Contracts. There ...
Contracts and Arrangements. (a) Except for the Franchise Agreements, Leases, Easements, and the Contracts set forth on Schedule 2.12 hereto (the Contracts set forth on Schedule 2.12 being referred to herein, collectively, as the "Other Contracts"), Seller has no Contract relating to the Restaurants, Assets or Real Properties, including, without limiting the generality of the foregoing, any (i) Contract for the purchase or sale of Inventory; (ii) Contract for the purchase or sale of supplies, services or other items; (iii) Contract for the purchase, sale or lease of any Restaurant Equipment; (iv) Franchise Agreement or license agreement; and (v) employment or consulting agreement or pension, disability, profit sharing, bonus, incentive, insurance, retirement or other employee benefit agreement.
(b) Seller has delivered to Purchaser a true, complete and correct copy of each Other Contract applicable to it together with all amendments (if oral, a written description of the terms thereof) thereto.
(c) Seller has performed all obligations required to be performed under each Other Contract relating to its business and is not in breach or default or in arrears in any respect under the terms thereof. Seller has received no notice of the termination of any such Other Contract prior to the expiration of the scheduled term thereof or has knowledge of the intent of a party to any such Other Contract to do the same, nor has any event occurred which, with notice or the passage of time or both, would constitute a default under any such Other Contract. Seller has the right, under the terms of each Other Contract, to assign such Other Contract to Purchaser.
(d) Except for powers of attorney granted to attorneys and accountants for representation before taxing authorities, Seller has not given any power of attorney (revocable or irrevocable) to any Person for any purpose whatsoever.
