Contracts and Commitments, etc. Except as set forth in Exhibit 3.15 hereto, the Company is not a party to any contracts or commitments (or group of related contracts or commitments) other than contracts entered into in the ordinary course of business and which do not involve more than $ or have a term (including renewals or extensions optional with another party) of more than one year from the date thereof. The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which any of them is a party which may result in any material adverse change in the condition, financial or other, of the Company. Except as set forth in Exhibit 3.15, the Company is not a party to any written or oral contract or commitment not made in the ordinary course of business and, whether or not made in the ordinary course of business, the Company is not a party to any written or oral (i) contract or commitment with any labor union, (ii) contract or commitment for the future purchase of fixed assets, materials, supplies, or equipment involving an amount in excess of $25,000, (iii) contract of commitment for the employment of any officer, individual employee or other person on a full- time basis or any contract with any individual on a consulting basis, (iv) bonus, pension, profit- sharing, retirement, stock purchase, stock option, or extraordinary hospitalization, medical insurance or similar plan, contract or understanding in effect with respect to employees or any of them or the employees of others, (v) agreements, indentures or commitments relating to the borrowing of money or to the mortgaging, pledging or otherwise placing of a lien on any assets of the Company, (vi) guaranty of any obligation for borrowed money or otherwise, (vii) lease or agreement under which the Company is lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company, (viii) agreement or other commitment for capital expenditures in excess of $25,000 in the aggregate, (ix) contract or agreement under which the Company is obligated to pay any broker’s fees, finder’s fees or any such similar fees to any third party, (x) contract, agreement or commitment under which the Company has issued, or may become obligated to issue, any shares of capital stock of the Company, or any warrants, options, convertible securities or other commitments pursuant to which the Company is or may bec...
Contracts and Commitments, etc. Exhibit 3.12 lists the following contracts and other agreements to which the Company is a party as of the date hereof:
(a) any agreement which imposes a security interest on any of its assets, tangible or intangible;
(b) any agreement concerning confidentiality or noncompetition (and, with respect to employees which have executed a non-disclosure or non-competition agreement with the Company which is in substantially the Company's standard form of such agreement previously delivered to the Investor, a list of such employees);
(c) any agreement to which any of the members of the Company or their Affiliates (other than the Company) are parties;
(d) any profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of the Company's current or former directors, officers, or employees;
(e) any agreement for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $40,000 or for periods greater than one year or providing material severance benefits;
(f) any agreement under which the Company has advanced or loaned (or agreed to advance or loan) an amount to any of its directors, officers, or employees in excess of $50,000;
(g) any agreement under which the consequences of a default or termination could have a Material Adverse Effect; or
(h) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $25,000. The Company has delivered to the Investor a correct and complete copy of each written agreement listed in Exhibit 3.12 (as amended to date) and each oral agreement referred to in
Contracts and Commitments, etc. As of the date of this Agreement, neither the Company nor any Subsidiary is a party to or bound by any contract (including leases), agreement, instrument, arrangement or understanding which is not disclosed in the Company's SEC reports referred to in Section 2.8 hereof and which is material to the Business of the Company and its Subsidiaries taken as a whole. Neither the Company nor any Subsidiary is in violation of or in default in respect of (nor have any events occurred which with notice or lapse of time or both would constitute violations of or defaults in respect of) any contract (including leases), agreement, instrument, arrangement or understanding to which it is a party or by which it is bound and, to the best knowledge of the Company, there are no facts or circumstances which would reasonably indicate that the Company or any Subsidiary will be or may be in violation of or in default in respect of (or with notice or lapse of time or both would be in violation of or in default in respect of) any such contract, agreement, instrument, arrangement or understanding subsequent to the date hereof, except in all cases for such violations and defaults (and events which, with notice or lapse of time or both, would constitute violations or defaults) which in the aggregate would not have a material adverse effect on the Business of the Company and its Subsidiaries taken as a whole.
Contracts and Commitments, etc. Except for this Agreement and the License Agreement, the Company is not a party to any written or oral (i) contract or commitment for the future lease or purchase of fixed assets, materials, supplies, or equipment, (ii) agreements, indentures or commitments relating to the borrowing of money or to the mortgaging, pledging or otherwise placing of a lien on any assets of the Company, (iii) guaranty of any obligation for borrowed money or otherwise, (iv) lease or other agreement relating to the ownership or use of real or personal property, (iv) agreement or other commitment for capital expenditures. Except as contemplated by this Agreement, or as disclosed on Schedule 4.14, CPI is not a party to any written or oral contract or commitment relating to the ownership, use, development, financing or licensing of the Technology. The Company has furnished to counsel for the Investor true and correct copies of all such agreements and other documents requested by the Investor or its authorized representatives.
Contracts and Commitments, etc. Each written or oral contract (other than loans to or contracts with customers incurred by First Harrisburg in the ordinary course of business) which involves aggregate payments or receipts in excess of $100,000 per year to which First Harrisburg or any of the First Harrisburg Subsidiaries is a party, or by which First Harrisburg or any of the First Harrisburg Subsidiaries is bound, including without limitation every employment contract, employment benefit plan, agreement, lease, license and other commitment to which First Harrisburg is a party or by which First Harrisburg or its properties may be bound ("Material Contracts"), is identified in Schedule 3(j) hereto. Except as disclosed on Schedule 3(j), all such Material Contracts are valid and in full force and effect, and all parties thereto have in all material respects performed all obligations required to be performed by them to date and are not in default in any material respect and no event has occurred which, with the lapse of time or notice by a third party or both could result in a default by First Harrisburg or a First Harrisburg Subsidiary under such Material Contract or under any provision of the Articles of Incorporation or Bylaws of First Harrisburg or any of the First Harrisburg Subsidiaries. Schedule 3(j) identifies each such Material Contract that requires the consent or approval of third parties to the execution and delivery of this Agreement or to the consummation of the transactions contemplated herein.
Contracts and Commitments, etc. Except as set forth in Exhibit 3.15 hereto, the Company is not a party to any contracts or commitments (or group of related contracts or commitments) other than contracts entered into in the ordinary course of business and which do not involve more than $ or have a term (including renewals or extensions optional with another party) of more than one year from the date thereof. The Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which any of them is a party which may result in any material adverse change in the condition, financial or other, of the Company.
Contracts and Commitments, etc. Except as set forth on Schedule 3.9, the Company is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which any of them is a party which would reasonably be expected to have a Material Adverse Effect.
Contracts and Commitments, etc. Each contract (other than loans to or contracts with customers incurred by Steelton in the ordinary course of business) which involves aggregate payments or receipts in excess of $50,000 per year to which Steelton or any of the Steelton Subsidiaries is a party, or by which Steelton or any of the Steelton Subsidiaries is bound, including without limitation every employment contract, employment benefit plan, agreement, lease, license and other commitment to which Steelton is a party or by which Steelton or its properties may be bound ("Material Contracts"), is identified in Schedule 3(j) hereto. Except as disclosed on Schedule 3(j), all such Material Contracts are valid and in full force and effect, and all parties thereto have in all material respects performed all obligations required to be performed by them to date and are not in default in any material respect and no event has occurred which, with the lapse of time or notice by a third party or both could result in a default by Steelton or a Steelton Subsidiary under such Material Contract or under any provision of the Articles of Incorporation or Bylaws of Steelton or any of the Steelton Subsidiaries. Schedule 3(j) identifies each such Material Contract that requires the consent or approval of third parties to the execution and delivery of this Agreement or to the consummation of the transactions contemplated herein.
Contracts and Commitments, etc. Except as set forth in the Schedule of Exceptions, neither the Company nor any Subsidiary is a party to any contracts or commitments (or group of related contracts or commitments) other than contracts entered into in the ordinary course of business and which do not involve more than US$100,000 or have a term (including renewals or extensions optional with another party) of more than one year from the date thereof. For the purpose of this Section 3.20, "ordinary course of business" shall mean the business conducted by the Company or any Subsidiary as set forth in the Company's report on Form 10-KSB for the fiscal year ended June 30, 1999 or any business substantially similar to such business. Neither the Company nor any Subsidiary is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which any of them is a party which may result in any material adverse change in the condition, financial or other, of the Company and its Subsidiaries.
Contracts and Commitments, etc
