Contracts and Commitments. (a) Schedule 1.01(d) lists all agreements, whether oral or written, to which Seller is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitation: (i) each contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such person; (ii) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assets; (iv) each lease or agreement relating to the Business under which Seller is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,000; (v) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of business.
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Samples: Asset Purchase Agreement (Rehabilicare Inc), Asset Purchase Agreement (Henley Healthcare Inc)
Contracts and Commitments. (a) Except as set forth on Schedule 1.01(d4.09(a) lists all agreementshereto, whether oral or written, neither the Company nor any Subsidiary is party to which Seller is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationany: (i) each collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 hereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.13; (iv) written contract for the employment of any officer, officer or individual employee providing for fixed compensation in excess of $50,000 per annum or other person on a full-time or consulting basis who performs functions variable compensation, including sales commissions, which reasonably may be in connection with the Business or relating to severance pay for any such personexcess of $25,000 per annum; (iiv) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of the Assetsassets of the Company and its Subsidiaries; (ivvi) each guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,000100,000; (vviii) each contract lease or group of related contracts (including purchase orders) with the same party for the purchase of products or services agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the undelivered balance of such products or services of the Business is in excess of annual rental exceeds $2,000100,000; (viix) each contract or group of related contracts with the same party for the sale purchase of products or services of the Business under which the undelivered balance of such products or services has a sales price provide for annual payments in excess of $2,000100,000 (based on payments made during the twelve-month period ending on the date of the Latest Balance Sheet or anticipated payments for the first twelve months of such contracts for parties from which the Company has purchase contracts for less than twelve months); (viix) each contract or group of related contracts with a client or customer that provides annual revenues (based on revenues for the twelve-month period ending on the date of the Latest Balance Sheet or anticipated revenues for the first twelve months of such contracts for clients or customers who have been clients or customers of the Company for less than twelve months) to the Company and its Subsidiaries in excess of $200,000; (xi) material license or royalty agreement relating to the Business with use of any third party intellectual property (excluding licenses to commercially available “off the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or shelf” software less notice without penalty and involving more than $2,00025,000); (viiixii) each contract contracts which materially prohibits Seller the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; (ixxiii) each contract for contracts granting any exclusive distribution or other exclusive rights or which would prevent the sale Company or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract)Buyer from hiring employees or independent contractors; (xxiv) each franchise agreement relating to the Business; (xi) each license agreement written consulting or agreement other non-employment compensation arrangement with any individual providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of business50,000 per annum.
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Contracts and Commitments. (a) Schedule 1.01(d) lists all agreements, whether oral or written, to which Seller is a party, which are currently Except as set forth in effect, and which relate to the operation Section 3.14 of the Business Disclosure Schedule, Prolab is not a party to or the Assets, including, without limitation: is not otherwise bound by any (i) each contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such personcontracts; (ii) each confidentiality agreementstock redemption or purchase agreements; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assets; (iv) each lease or agreement relating to the Business under which Seller is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,000; (v) each contract or group of related contracts (including purchase orders) with the same party agreements providing for the purchase indemnification of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party others against any liabilities (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating indemnification incidental to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not agreements entered into in the ordinary course of business) or the sharing of the tax liability of others; (iv) license agreements (as licensor or licensee); (v) distributor or sales representative or similar agreements with any Person; (vi) agreements with officers, directors, employees, or stockholders of Prolab or persons or organizations related to or affiliated with any such persons; (vii) leases; (viii) plans or contracts providing for bonuses, pensions, options, stock purchases, deferred compensation, retirement payments, profit sharing, collective bargaining or the like, or any contract or agreement with any labor union; (ix) agreements containing covenants limiting the freedom of Prolab to compete in any line of business or territory or with any person or entity; (x) indentures, mortgages, promissory notes, loan agreements, guaranties or other agreements or commitments for the borrowing of money or any related security agreements; (xi) any partnership, trust agreement, joint venture, or other similar contract, arrangement or agreement; (xii) any registration rights agreements, warrants, warrant agreements or other rights to subscribe for securities, any voting agreements, voting trusts, shareholder agreements or other similar arrangements or any stock purchase or repurchase agreements or stock restriction agreements; or (xiii) any other agreement, contract, commitment or similar arrangement which (A) based on the level of business over the past 12 months has provided for or involved payments by or imposed any liability or obligation of Prolab in excess of $25,000 per annum to any other Person or (B) based on the level of business over the past 12 months has provided for receipt by or created any right of Prolab to collect in excess of $25,000, other than agreements, contracts or commitments incidental to plans or products offered or sold by Prolab which do not provide for annual receipts by Prolab or any of its Subsidiaries in excess of $50,000 including, without limitation, any proposal or commitment known to Prolab or the Stockholders with respect to any prospective client or customer relationship which will involve such amounts.
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Contracts and Commitments. (a) Schedule 1.01(d) 2.7 hereto lists all the following agreements, whether oral or written, to which Seller the Company is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationCompany’s business: (i) each collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such person; (iivi) each confidentiality agreement; (iiivii) each contract, agreement or understanding relating to the voting of the Company’s capital stock or the election of directors; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assetsassets of the Company; (ivix) each guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement relating to the Business under which Seller the Company is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,00010,000; (vxi) each contract lease or group of related contracts (including purchase orders) with the same party for the purchase of products or services agreement under which the undelivered balance of such products Company is lessor of, or services of permits any third party to hold or operate, any property, real or personal, for which the Business is in excess of annual rental exceeds $2,00010,000; (vixii) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller the Company from freely engaging in business anywhere in the world; (ixxiii) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller the Company in connection with the intellectual property rights listed in Schedule 1.01(g)2.19(b) hereto; (viixiv) each contract or commitment for capital expenditures of the Business in excess of $2,00010,000; (xviiixv) agreement for the sale of any Assetcapital asset; (xvi) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by the Company of Intellectual Property of others or by others of Company Intellectual Property (as defined in Section 2.19 hereof); or (xixxvii) other agreement which is either material to the Business Company’s business or was not entered into in the ordinary course of business.
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Contracts and Commitments. (a) Schedule 1.01(dExcept as set forth in Section 4.9(a) lists all agreementsof the Company Disclosure Schedule, whether oral or written, to which Seller neither the Company nor any of its Subsidiaries is a party, which are party to any currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationeffective: (i) each collective bargaining agreement or contract with any labor union; (ii) contract for the employment or engagement of any officer, individual employee or other person on a full-time or consulting basis who performs functions providing for base compensation in connection with the Business or relating to severance pay for any such person; (ii) each confidentiality agreementexcess of $100,000 per annum; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien (other than a Permitted Lien) on any portion of the Assetsassets of the Company and its Subsidiaries; (iv) each guaranty of any obligation for borrowed money or other material guaranty; (v) lease or agreement relating to the Business under which Seller it is a lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,000; (v) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000100,000; (vi) each contract or agreement under which it is a lessor of or permits any third party to hold or operate any property, real or personal; (vii) contract (or group of related contracts with the same party for the sale respect to a single transaction or series of products or services related transactions) with any customer of the Business under which the undelivered balance of such products Company or services has a sales price its Subsidiaries that generated recurring revenue in excess of $2,000; 500,000 in the 12-month period ended September 30, 2013 (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over such customer, a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000“Significant Customer”; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for involving the payment or receipt of royalties or other compensation by Seller amounts of more than $500,000, in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract aggregate, calculated based on the revenues or commitment for capital expenditures income of the Business in excess Company or its Subsidiaries or income or revenues related to any product of $2,000; the Company or its Subsidiaries. Section 4.9(a) of the Company Disclosure Schedule lists the currently effective Contracts between the Company or its Subsidiaries and the top five (xviiia) agreement distributors, by revenue, and (b) suppliers, by turnover, of the Company and its Subsidiaries for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of business12-month period ended September 30, 2013.
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Samples: Stock and Asset Purchase Agreement (Cardiome Pharma Corp)
Contracts and Commitments. (a) Schedule 1.01(d2.11(a) lists all sets forth a list of the following agreements, whether oral or written, to which Seller is GETS, GETS Affiliates or their respective Predecessors are a party, which are currently in effect, and which relate to the operation GETS, GETS Affiliates or any of the Business or the Assets, including, without limitationtheir respective businesses: (i) each contract contracts for the employment of any officer, individual employee or other person Person that will be binding on a full-time or consulting basis who performs functions in connection with GETS after the Business Initial Closing Date or relating to severance pay for any such personPerson; (ii) each confidentiality agreement; agreements, (iii) each agreement contracts, agreements or indenture understandings relating to an ownership interest in GETS or the election of officers and/or a manager of GETS that will be binding on GETS after the Initial Closing Date; (iv) agreements or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any of the Assetsassets of GETS; (ivv) each lease agreements of indemnification or agreement relating to the Business guaranties of any obligation for borrowed money or otherwise; (vi) leases or agreements under which Seller GETS or any GETS Affiliate is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,00050,000; (vvii) each contract leases or group agreements under which it is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $50,000; (viii) contracts or groups of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,00050,000 per annum; (viix) each contract contracts or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,00050,000; (viix) each contract contracts or group groups of related contracts relating to the Business with the same party (other than any contract contracts or group groups of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it GETS or any GETS Affiliate on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business50,000; (xi) each license agreement any agreements containing covenants to limit GETS's freedom to compete in any line of business in any geographic area; (xii) any dealer, distributor, sales representative, original equipment manufacturer, value added remarketer or agreement providing other agreements for the payment distribution of GETS's products or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g)services; (viixiii) each contract contracts or commitment commitments for capital expenditures of the Business in excess of $2,00050,000; (xiv) any fidelity or surety bond or completion bond; (xv) any agreements, contracts or commitments outside the ordinary course of business relating to the disposition or acquisition of assets that are material to GETS or GETS Affiliates taken as a whole or any interest in any material business enterprise; (xvi) any purchase orders or contracts for the purchase of materials or services involving in excess of $50,000; (xvii) any distribution, joint marketing or development agreements involving in excess of $50,000; (xviii) agreement for the sale of any Assetother agreements, contracts or commitments involving more than $50,000; or (xix) any agreement relating to any joint venture or strategic alliance to which GETS or GETS Affiliates or their respective properties are subject; (xx) any agreement, including without limitation any facilities leasing or sharing or employee leasing or sharing agreements, with any GETS Affiliate, including the Members, (xxi) settlement agreements, or (xxii) any other agreement which is either material to the Business GETS's business or was not entered into in the ordinary course of business.
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Contracts and Commitments. (a) Schedule 1.01(dExcept as set forth in SCHEDULE 2.19 ("Contracts and Commitments"), the Sellers and each Acquired Company have provided Buyer with a complete, accurate list of, or made available to Buyer copies of each of the following (each a "Company Commitment") lists all agreements, whether oral or written, to which Seller an Acquired Company is a party, party or by which are currently in effect, any of its properties is bound and which relate to the operation of the Business presently remains executory in whole or the Assets, including, without limitationin any part: (i) each contract for the employment of any officer, individual employee partnership; or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such personjoint venture agreement; (ii) each confidentiality agreementguaranty or suretyship, indemnification or contribution agreement or performance bond (other than any Guaranty limited as to recourse to no more than Five Thousand Dollars ($5,000) and any Guaranty of any automobile or other vehicle retail installment sales contract entered into and sold to a financial institution in the ordinary course of business); (iii) each instrument, agreement or indenture other obligation evidencing or relating to the borrowing indebtedness of money an Acquired Company involving more than Twenty-Five Thousand Dollars ($25,000) in any single case, or to mortgagingmoney lent or to be lent to another Person involving more than One Hundred Thousand Dollars ($100,000) in the aggregate, pledging or otherwise placing a lien on other than any of its dealership customers in connection with the Assetspurchase, or the refinancing of the purchase, of any vehicle; (iv) each lease contract to purchase or agreement relating to the Business under which Seller is lessee of, or holds or operates any sell real property, real or personal, owned by any other party, for which the annual rental exceeds $2,000; (v) each contract agreement with brokers of motor vehicles or group of related contracts sales or commission agents, public relations or advertising agencies, accountants or attorneys (including purchase ordersother than in connection with this Agreement and the transactions contemplated hereby) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is involving total payments within any twelve (12) month period in excess of Ten Thousand Dollars ($2,00010,000) and which is not terminable without penalty and no more than thirty (30) days' prior notice; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price Related Party Agreement involving total payments within any twelve (12) month period in excess of Ten Thousand Dollars ($2,00010,000) and which is not terminable without penalty on no more than thirty (30) days' prior notice; (vii) each contract containing any noncompetition agreement, covenant or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000undertaking; (viii) each contract Dealer Agreement to which prohibits Seller an Acquired Company is a party and each other agreement providing for the purchase from freely engaging in business anywhere in a supplier of all or substantially all the worldrequirements of an Acquired Company of a particular product or service; or (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license other agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into made in the ordinary course of businessbusiness which is material to the Acquired Companies.
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Contracts and Commitments. (a) Section 2.12(a) of the Company Disclosure Schedule 1.01(dcontains a list (indicating the clause of this Section 2.12 pursuant to which disclosure is made) lists of all agreementsof the following written or oral contracts or agreements (including any and all amendments thereto), whether oral other than agreements listed in Sections 2.8(a), 2.9(a), 2.14(b), 2.15 or written2.16(c) of the Company Disclosure Schedule and other than purchase orders made in the ordinary course of business, to which Seller which, as of the date hereof, Company is a partyparty or by which Company is bound (collectively, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitation: "Material Contracts"): (i) each contract for the employment of any agreements with any present shareholder, employee, officer, individual employee director or other person on a full-time consultant (or consulting basis who performs functions in connection with former shareholder, employee, officer, director or consultant to the Business or relating extent there remain at the date hereof obligations to severance pay for any such personbe performed by Company); (ii) each confidentiality agreement; (iii) each agreement agreements or indenture indentures relating to the borrowing of money; (iii) indemnification agreements or guaranties of any obligation for borrowed money or to mortgaging, pledging or otherwise placing a lien on any of the Assetsotherwise; (iv) each lease or agreement relating to contracts which prohibit Company from freely engaging in business anywhere in the Business under which Seller is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,000world; (v) each contract any joint venture or group of related contracts profit-sharing agreement (including purchase orders) other than with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000employees); (vi) each contract or group contracts, not entered into in the ordinary course of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) business on an arm's-length basis, that are continuing over a period of more than six months from the date or dates thereof, hereof and are not terminable by it Company on 30 days' 60 days or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale penalties or distribution of any of the products of the Business premiums (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating contracts to the Business; (xi) each license agreement provide advertising allowances or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(gpromotional services); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement any agreements for the sale purchase by Company of any Asset; materials, equipment, services, or (xix) other agreement which is either material to the Business or was supplies not entered into in the ordinary course of businessbusiness on an arm's-length basis, that may not be terminated by Company without penalty upon less than three months' notice; (viii) any agreements or commitments for the acquisition, construction or sale of fixed assets owned or to be owned by Company that continue for a period of more than six months from the date hereof and may not be terminated without penalty by Company prior to the expiration of such six-month period; (ix) any agreements that provide for the distribution of goods or services that continue for a period of more than six months from the date hereof and may not be terminated without penalty by Company prior to the expiration of such six-month period; (x) any agreements or arrangements for the sale of any of the assets, properties, services or rights of Company other than in the ordinary course of business on an arms length basis or for the grant of any preferential rights to purchase any of its assets, properties or rights or that require the consent of any third party to the transfer and assignment of any of its assets, properties or rights; (xi) any agreements with any third party to develop any intellectual property concepts involving payments by Company in excess of Cdn. $10,000; (xii) any commitments for charitable contributions or any other agreements; and (xiii) any other agreements which (A) are material to the Business of Company taken as a whole or (B), except as disclosed in Section 2.12(b) of the Company Disclosure Schedule, pursuant to the terms of which the consent of a third party would be required for the consummation of the transactions contemplated hereby or by the Transaction Agreements.
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Contracts and Commitments. (a) Except as set forth on Schedule 1.01(d) lists all agreements2.18 ------------------------- ------------- attached hereto, whether oral the Company does not have any contract, obligation or writtencommitment which is material or which involves a potential material commitment, to which Seller is a partyincluding but not limited to, which are currently in effect, and which relate to the operation of the Business any stock redemption or the Assets, including, without limitation: (i) each contract for the employment of any officer, individual employee purchase agreement; financing agreement; promissory note or other person on a full-time evidence of indebtedness for money borrowed; retirement or consulting basis who performs functions in connection with the Business or relating to severance pay for any such personstock option plan; (ii) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assets; (iv) each lease or agreement relating to the Business under which Seller is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,000; (v) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products equipment, inventory or services other materials having a price under which the undelivered balance of such products or services of the Business is contract in excess of $2,00020,000; (vi) each contract or group of related contracts agreement restricting in any manner the Company's right to compete with the same party for the sale of products any Person or services of the Business under which the undelivered balance of such products restricting its right to sell to or services has a sales price in excess of $2,000purchase from any other Person; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of license fees or royalties to or from any Person that is expected to result in (i) the payment to such Person of more than $20,000 in licensing fees or royalties or other compensation (ii) the receipt from any Person of more than $20,000 in licensing or royalty fees, in each case as measured with respect to the Company's fiscal year ended December 31, 1998; contract of agency, representation, distribution or franchise which cannot be canceled by Seller in connection with the intellectual Company without payment or penalty upon notice of sixty (60) days or less; lease or sublease, either as lessee or sublessee, lessor or sublessor, of real or personal property rights listed in Schedule 1.01(g); (vii) each contract or commitment intangibles, where the lease or sublease provides for capital expenditures of the Business an annual rent in excess of $2,00020,000 and has in excess of one (1) year remaining on its term as of the date of the Closing; (xviii) or any other contract or agreement which provides for the sale receipt or expenditure by the Company of any Asset; or (xix) other agreement which is either material to more than $20,000, except sales and purchase orders accepted by the Business or was not entered into Company in the ordinary course of business.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Mainspring Communications Inc)
Contracts and Commitments. (a) Schedule 1.01(dExcept as set forth in SCHEDULE 2.19 ("Contracts and Commitments"), the Sellers and each Acquired Company have provided Buyer with a complete, accurate list of, or made available to Buyer copies of each of the following (each a "Company Commitment") lists all agreements, whether oral or written, to which Seller an Acquired Company is a party, party or by which are currently in effect, any of its properties is bound and which relate to the operation of the Business presently remains executory in whole or the Assets, including, without limitationin any part: (i) each contract for the employment of any officer, individual employee partnership or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such personjoint venture agreement; (ii) each confidentiality agreementguaranty or suretyship, indemnification or contribution agreement or performance bond (other than any Guaranty limited as to recourse to no more than Five Thousand Dollars ($5,000) and any Guaranty of any automobile or other vehicle retail installment sales contract entered into and sold to a financial institution in the ordinary course of business); (iii) each instrument, agreement or indenture other obligation evidencing or relating to the borrowing indebtedness of money an Acquired Company involving more than Twenty-Five Thousand Dollars ($25,000) in any single case, or to mortgagingmoney lent or to be lent to another Person involving more than One Hundred Thousand Dollars ($100,000) in the aggregate, pledging or otherwise placing a lien on other than any of its dealership customers in connection with the Assetspurchase, or the refinancing of the purchase, of any vehicle; (iv) each lease contract to purchase or agreement relating to the Business under which Seller is lessee of, or holds or operates any sell real property, real or personal, owned by any other party, for which the annual rental exceeds $2,000; (v) each contract agreement with brokers of motor vehicles or group of related contracts sales or commission agents, public relations or advertising agencies, accountants or attorneys (including purchase ordersother than in connection with this Agreement and the transactions contemplated hereby) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is involving total payments within any twelve (12) month period in excess of Ten Thousand Dollars ($2,00010,000) and which is not terminable without penalty and no more than thirty (30) days' prior notice; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price Related Party Agreement involving total payments within any twelve (12) month period in excess of Ten Thousand Dollars ($2,00010,000) and which is not terminable without penalty on no more than thirty (30) days' prior notice; (vii) each contract containing any noncompetition agreement, covenant or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000undertaking; (viii) each contract dealer sales and service agreement to which prohibits Seller an Acquired Company is a party and each other agreement providing for the purchase from freely engaging in business anywhere in a supplier of all or substantially all the worldrequirements of an Acquired Company of a particular product or service; or (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license other agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into made in the ordinary course of businessbusiness which is material to the Acquired Companies.
Appears in 1 contract
Contracts and Commitments. (a) Except as set forth on Schedule 1.01(d) lists all agreements, whether oral or written, to which Seller is a party, which are currently in effect4.12, and which relate except for agreements entered into by the Company after the date hereof in accordance with Section 6.01, the Company is not currently a party to the operation of the Business or the Assets, including, without limitationany: (i) each collective bargaining agreement or contract with any labor union; (ii) written bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan; (iii) stock purchase, stock option or similar plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions providing for base salary compensation in connection with the Business or relating to severance pay for any such personexcess of $200,000 per annum; (iiv) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien on any material portion of the Assetsassets of the Company; (ivvi) each guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,000250,000; (vviii) each contract lease or group of related contracts (including purchase orders) with the same party for the purchase of products or services agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the undelivered balance of such products or services of the Business is in excess of annual rental exceeds $2,000250,000; (viix) each contract or group of related contracts with the same party for the sale purchase of products or services of which provide for annual payments by the Business under which the undelivered balance of such products or services has a sales price Company in excess of $2,000300,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (viix) each agreements relating to any completed material business acquisition by the Company within the last three (3) years; (xi) contract or group of related contracts with a client or customer that provides annual net revenues (defined solely for this clause (xi) as the gross merchant discount rate less interchange) (based on the trailing twelve-month period ending on the date of the Latest Balance Sheet) to the Company in excess of $900,000; (xii) material license or royalty agreement relating to the Business with the same use of any third party (intellectual property other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000commercially available off-the-shelf software licenses; (viiixiii) each contract which prohibits Seller the Company from freely engaging in business anywhere in the world; or (ixxiv) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement provision of merchant processing or agreement providing for settlement services involving consideration from the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business Company in excess of $2,000; (xviii) agreement 300,000 for the sale 12- month period ending on the date of any Asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of businessLatest Balance Sheet.
Appears in 1 contract
Contracts and Commitments. (a) Schedule 1.01(d) lists all agreementsExcept as set forth on the attached Contracts Schedule, whether oral or written, to which Seller neither the Company nor the Subsidiary is a party, which are currently in effect, and which relate party to the operation of the Business or the Assets, including, without limitationany: (i) each collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as set forth on the attached Employee Benefits Schedule; (iii) stock purchase, stock option or similar plan, other than as set forth on the attached Capital Stock Schedule; (iv) contract for the employment of any officer, individual employee officer or other senior management person on a full-time or consulting basis who performs functions in connection with basis, other than as set forth on the Business or relating to severance pay for any such personattached Employee Benefits Schedule; (iiv) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material asset of the AssetsCompany or the Subsidiary, other than as set forth on the Latest Balance Sheet or on the attached Liens Schedule; (ivvi) each guaranty of any material obligation for borrowed money or other material guaranty; (vii) lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,000150,000; (vviii) each lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $150,000; (ix) contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services services, under which the undelivered balance of such products or and services of the Business is has a selling price in excess of $2,000150,000; (vix) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000150,000; (viixi) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller the Company or the Subsidiary from freely engaging in business anywhere in the world; (ixxii) each contract relating to the acquisition or licensing of any material patent, trademarks, service mark, xxade name or copyright or any franchise license, royalty agreements or similar contracts; (xiii) contracts or other agreements for the sale or distribution grant to any person of any preferential rights to purchase any of the products of the Business Company's or Subsidiary's assets (including any distributorother than inventory), sales and original equipment manufacturer contract)properties or business; (xxiv) each franchise agreement contracts or other agreements under which the Company or the Subsidiary agrees to share any liability for Taxes with any person; (xv) contracts or other agreements relating to the Businessacquisition by the Company or the Subsidiary of any operating business or the capital stock of any person; or (xixvi) each license agreement contracts or agreement providing other agreements for the payment or receipt of royalties fees or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract consideration to any officer or commitment for capital expenditures director of the Business Company or the Subsidiary or any other entity in excess which any of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of business.foregoing has an interest. 20
Appears in 1 contract
Contracts and Commitments. (a) Except as set forth on Schedule 1.01(d) lists all agreements2.9, whether oral or written, to which Seller is a party, which are currently in effect, and which relate with respect to the operation Business, neither Seller nor any of the Business or the Assets, including, without limitationits Affiliates has any: (i) each contract for the employment of collective bargaining agreements or any officer, individual employee agreements or other person on a full-time policies that contain or consulting basis who performs functions in connection with the Business or relating to include any severance pay for any such personliabilities or obligations; (ii) each confidentiality employment, consulting or similar agreement, contract or commitment which is not terminable without penalty or cost by Seller or one of its Affiliates on notice of thirty (30) days or less or contains an obligation of Seller or one of its Affiliates to pay more than $100,000; (iii) each agreement lease of real or indenture relating to the borrowing personal property (as lessor or lessee) involving rental payments in excess of money or to mortgaging, pledging or otherwise placing a lien on any of the Assets$100,000 per annum; (iv) each lease note or agreement relating to other evidence of Indebtedness for borrowed money or the Business under which Seller is lessee of, deferred purchase price of property or holds or operates any property, real or personal, owned by any services (other party, for which than accounts payable and accrued expenses incurred in the annual rental exceeds $2,000ordinary course of business consistent with past custom and practice); (v) each agreement, contract or group commitment relating to capitalized expenditures of related contracts (including purchase orders) with the same party for the purchase of products any kind or services under which the undelivered balance of such products or services of the Business is nature involving unpaid obligations in excess of $2,000100,000; (vi) each agreement, contract or commitment relating to the acquisition of assets of, or any interest in, any business enterprise; (vii) license agreement (including any Software License), or any other contract, arrangement or binding commitment, whether written or oral, with any third party relating to Intellectual Property involving payment obligations (whether executory or fully performed) in excess of $100,000; (viii) contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000100,000; or (viiix) each other contract or group agreement which involves payments of related contracts relating to the Business with the same $100,000 or more and is not cancelable by any party thereto on thirty (other than any contract or group of related contracts for the purchase or sale of products or services30) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' days or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any cost. Each of the products contracts, agreements or commitments required to be disclosed on Schedule 2.9 is referred to herein as a "Material Contract." Seller has delivered or made available to Purchaser copies of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating Material Contract required to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in be disclosed on Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of business2.9.
Appears in 1 contract
Samples: Asset Purchase Agreement (Systems & Computer Technology Corp)
Contracts and Commitments. (a) Except as listed on Schedule 1.01(d) lists all agreements2.12, whether Seller is not a party to any oral or written, to which Seller is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitation: (i) each contract Contract with any labor union or any bonus, pension, profit sharing, retirement or any other form of deferred compensation plan or any stock purchase, stock option or similar plan or practice, whether formal or informal, or any severance agreement or arrangement; (ii) management agreement, Contract for the employment of any officer, individual employee or other person on a full-time, part-time or consulting basis who performs functions in connection with or providing for the payment of any cash or other compensation or benefits upon the sale of the Business or relating to severance pay for any such person; (ii) each confidentiality agreementprohibiting competition or the disclosure of trade secrets or confidential information; (iii) each agreement or indenture Contract relating to the borrowing of money indebtedness or to mortgaging, pledging or otherwise placing a lien on any of Seller’s assets or letter of credit arrangements or to the Assetsguaranty of any obligation for borrowed money or otherwise; (iv) each lease Contract with respect to the lending or agreement investing of funds or relating to the Business ownership of or investments in any business or enterprise; (v) license or royalty Contracts (vi) Contract under which Seller is a lessee of, of or holds or operates any property, real or personal, owned by any other party, person for which the annual rental exceeds Five Thousand Dollars ($2,0005,000.00); (vvii) each contract Contract under which Seller is a lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by Seller; (viii) broker, distributor, vendor, customer or maintenance Contracts which involve consideration in excess of Five Thousand Dollars ($5,000.00) per year or Twenty-Five Thousand Dollars ($25,000.00) in the aggregate; (ix) other Contract or group of related contracts (including purchase orders) Contracts with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six (6) months from the date or dates thereof, not terminable by it on 30 days' Seller upon thirty (30) days or less notice without penalty and or involving more than Ten Thousand Dollars ($2,00010,000.00); (viiix) each contract Contract which prohibits Seller from freely engaging in business the Business anywhere in the world; (ixxi) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement Contract relating to the Businessmarketing, advertising or promotion of Seller’s products or services; (xixii) each license agreement franchise or agreement providing agency Contracts; (xiii) Contract with any Affiliate of Seller; (xiv) Contract that provides for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale indemnification of any Assetemployee of Seller; or (xixxv) other agreement which is either Contract material to the Business Business, whether or was not entered into in the ordinary course Ordinary Course of businessBusiness.
Appears in 1 contract
Samples: Credit Agreement and Consent (Stock Building Supply Holdings, Inc.)
Contracts and Commitments. (a) Schedule 1.01(d) lists all agreementsExcept as set forth under the caption "Contracts" in the Wavetech Disclosure Letter, whether oral or written, to which Seller neither Wavetech nor any Subsidiary is a party, which are currently in effect, and which relate party to the operation of the Business or the Assets, including, without limitationany: (i) each collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) hospitalization insurance or similar plan or practice, whether formal or informal; (iv) contract for the employment of any officer, individual employee employee, or other person on a full-time or consulting basis who performs functions in connection with the Business or relating relative to severance pay for any such person; (iiv) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money in excess of $100,000 or to mortgaging, pledging or otherwise placing a lien on any of the Assetsassets of Wavetech or any Subsidiary; (ivvi) each guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement relating to the Business under which Seller it is lessee lessor of, or holds permits any third party to hold or operates operate, any property, real or personal, owned by any other party, for which the an annual rental exceeds in excess of $2,000100,000; (vviii) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services services, under which the undelivered balance of such products or and services of the Business is has a purchase price in excess of $2,00050,000; (viix) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,00050,000; (viix) each other contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, either not terminable by it on 30 days' or less notice without penalty and or involving more than $2,00050,000; (viiixi) each contract which prohibits Seller either Wavetech or any Subsidiary from freely engaging in business anywhere in the world; (ixxii) each contract for relating to the sale or distribution of Wavetech's or any Subsidiary's products; (xiii) franchise agreement; (xiv) contract, agreement or understanding with any shareholder who beneficially owns 5% or more of the products of the Business Wavetech Common Stock or with any officer, director or employee (including any distributor, sales and original equipment manufacturer contractother than for employment on customary terms); (xxv) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller Wavetech or any Subsidiary in connection with the intellectual property proprietary rights listed under the caption "Proprietary Rights" in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any AssetWavetech Disclosure Letter; or (xixxvi) other agreement which is either material to the Business Wavetec s or was any Subsidiary's business or not entered into in the ordinary course of business.
Appears in 1 contract
Contracts and Commitments. (a) Schedule 1.01(d) lists all agreementsExcept as set forth under the caption "Contracts" in the DCI Disclosure Letter, whether oral or written, to which Seller neither the Company nor any Subsidiary is a party, which are currently in effect, and which relate party to the operation of the Business or the Assets, including, without limitationany: (i) each collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan; (iii) hospitalization insurance or similar plan or practice, whether formal or informal; (iv) contract for the employment of any officer, individual employee employee, or other person on a full-time or consulting basis who performs functions in connection with the Business or relating relative to severance pay for any such person; (iiv) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money in excess of $1,000,000 or to mortgaging, pledging or otherwise placing a lien on any of the Assetsassets of the Company or any Subsidiary; (ivvi) each guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection; (vii) lease or agreement relating to the Business under which Seller it is lessee lessor of, or holds permits any third party to hold or operates operate, any property, real or personal, owned by any other party, for which the an annual rental exceeds in excess of $2,000100,000; (vviii) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services services, under which the undelivered balance of such products or and services of the Business is has a purchase price in excess of $2,000500,000; (viix) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000500,000; (viix) each other contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, either not terminable by it on 30 days' or less notice without penalty and or involving more than $2,000500,000; (viiixi) each contract which prohibits Seller either the Company or any Subsidiary from freely engaging in business anywhere in the world; (ixxii) each contract for relating to the sale or distribution of the Company's or any Subsidiary's products; (xiii) franchise agreement; (xiv) contract, agreement or understanding with any shareholder who beneficially owns 5% or more of the products of the Business Company Common Stock or with any officer, director or employee (including any distributor, sales and original equipment manufacturer contractother than for employment on customary terms); (xxv) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller the Company or any Subsidiary in connection with the intellectual property proprietary rights listed under the caption "Proprietary Rights" in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any AssetDCI Disclosure Letter; or (xixxvi) other agreement which is either material to the Business Company's or was any Subsidiary's business or not entered into in the ordinary course of business.
Appears in 1 contract
Contracts and Commitments. (a) Schedule 1.01(d) lists all agreementsExcept as set forth on the attached Contracts Schedule, whether oral or written, the Companies are not a party to which Seller is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationany: (i) each collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.14 or the schedules relating thereto; (iii) stock purchase, stock option or similar plan, other than as described in Section 4.14 or the schedules relating thereto; (iv) contract for the employment of any officer, individual employee officer or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such person“partner”; (iiv) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any material portion of the AssetsCompany’s assets; (ivvi) each guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,000150,000; (vviii) each lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $150,000 other than as disclosed on the Leased Real Property Schedule; (ix) contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services services, under which the undelivered balance of such products or and services of the Business is has a selling price in excess of $2,000150,000; (vix) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000500,000; (viixi) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller the Company from freely engaging in business anywhere in the world, other than standard employee non-solicitation or conflict of interest clauses contained therein, or requires any Company to conduct its consulting services business with any client on an exclusive basis or otherwise limits such business with a non-compete clause; (ixxii) each contract for the sale partnership or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; joint venture agreements or (xixxiii) other agreement which is either material to the Business or was agreements not entered into in the ordinary course of businessbusiness where the subject matter exceeds $150,000. The Contracts Schedule also includes a list (with brief description) of all powers of attorney granted by any Company in effect on the date hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Diamond Management & Technology Consultants, Inc.)
Contracts and Commitments. (a) i. Schedule 1.01(d7(h)(i) lists all the following agreements, whether oral or written, to which Seller Company is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationCompany’s business: (i) each collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, (iv) equity purchase or profits interest plan; (v) contract for the employment of any officer, individual employee or other person Person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such personPerson; (iivi) each confidentiality agreement; (iiivii) each contract, agreement or understanding relating to the voting of Company Membership Interests or the election of managers of Company; (viii) promissory note, agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assetsassets of Company; (ivix) each guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement relating to the Business under which Seller Company is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,00050,000; (vxi) each contract lease or group of related contracts (including purchase orders) with the same party for the purchase of products or services agreement under which Company is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the undelivered balance of such products or services of the Business is in excess of annual rental exceeds $2,00050,000; (vixii) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller Company from freely engaging in business anywhere in the world; (ixxiii) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller Company in connection with the intellectual property rights listed in on Schedule 1.01(g7(q)(ii); (viixiv) each contract or commitment for capital expenditures of the Business in excess of $2,00050,000; (xviiixv) agreement for the sale of any Assetcapital asset; (xvi) non-compete agreements; or (xixxvi) any other agreement which is either material to the Business Company’s business or was not entered into in the ordinary course of business.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Home Bistro, Inc. /NV/)
Contracts and Commitments. (a) Schedule 1.01(dExcept as set forth in SCHEDULE 2.19 ("Contracts and Commitments"), the Sellers and each Acquired Company have provided or made available to Buyer a complete, accurate list of, or made available to Buyer copies of each of the following (each a "Company Commitment") lists all agreements, whether oral or written, to which Seller an Acquired Company is a party, party or by which are currently in effect, any of its properties is bound and which relate to the operation of the Business presently remains executory in whole or the Assets, including, without limitationin any part: (i) each contract for the employment of any officer, individual employee partnership or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such personjoint venture agreement; (ii) each confidentiality agreementguaranty or suretyship, indemnification or contribution agreement or performance bond (other than any Guaranty limited as to recourse to no more than Five Thousand Dollars ($5,000) and any Guaranty of any automobile or other vehicle retail installment sales contract entered into and sold to a financial institution in the ordinary course of business); (iii) each instrument, agreement or indenture other obligation evidencing or relating to the borrowing indebtedness of money an Acquired Company involving more than Twenty-Five Thousand Dollars ($25,000) in any single case, or to mortgagingmoney lent or to be lent to another Person involving more than One Hundred Thousand Dollars ($100,000) in the aggregate, pledging or otherwise placing a lien on other than any of its dealership customers in connection with the Assetspurchase, or the refinancing of the purchase, of any vehicle; (iv) each lease contract to purchase or agreement relating to the Business under which Seller is lessee of, or holds or operates any sell real property, real or personal, owned by any other party, for which the annual rental exceeds $2,000; (v) each contract agreement with brokers of motor vehicles or group of related contracts sales or commission agents, public relations or advertising agencies, accountants or attorneys (including purchase ordersother than in connection with this Agreement and the transactions contemplated hereby) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is involving total payments within any twelve (12) month period in excess of Ten Thousand Dollars ($2,00010,000) and which is not terminable without penalty and no more than thirty (30) days' prior notice; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price Related Party Agreement involving total payments within any twelve (12) month period in excess of Ten Thousand Dollars ($2,00010,000) and which is not terminable without penalty on no more than thirty (30) days' prior notice; (vii) each contract containing any noncompetition agreement, covenant or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000undertaking; (viii) each contract dealer sales and service agreement to which prohibits Seller an Acquired Company is a party and each other agreement providing for the purchase from freely engaging in business anywhere in a supplier of all or substantially all the worldrequirements of an Acquired Company of a particular product or service; or (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license other agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into made in the ordinary course of businessbusiness which is material to the Acquired Companies.
Appears in 1 contract
Contracts and Commitments. (a) Schedule 1.01(d) lists all agreementsExcept as set forth on the Contracts Schedule, whether oral neither the Company nor any of its Subsidiaries is party to any written or written, to which Seller is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationoral: (i) each collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.13 or the Disclosure Schedules relating thereto; (iii) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions providing for base compensation in connection with the Business or relating to severance pay for any such personexcess of $200,000 per year; 20 (iiiv) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money Indebtedness or to mortgaging, pledging or otherwise placing a lien Lien (other than Permitted Liens) on any material portion of the Assetsassets of the Company and its Subsidiaries; (ivv) each guaranty of any Indebtedness or other obligations or liabilities involving more than $250,000; (vi) lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,000250,000; (vvii) each contract lease or group of related contracts (including purchase orders) with the same party for the purchase of products or services agreement under which it is lessor of or permits any third party to hold or operate any of its personal property, for which the undelivered balance of such products or services of the Business is in excess of annual rental exceeds $2,000250,000; (viviii) each contract or group of related contracts with the same party or group of related parties (with a group of growers not being considered related parties for such purpose), other than standard purchase orders or pricing agreements, for the sale purchase by the Company or its Subsidiaries of products or services which provided for annual payments (based on the trailing twelve-month period ending on the date of the Business under which Latest Balance Sheet) from the undelivered balance of such products or services has a sales price Company and its Subsidiaries in excess of $2,0001,500,000; (viiix) each contract or group of related contracts relating to the Business with the same party a customer (other than any contract standard purchase orders or group of related contracts pricing agreements) that provided for annual revenues (based on the purchase or sale of products or services) continuing over a trailing twelve-month period of more than six months from ending on the date or dates thereof, not terminable by it on 30 days' or less notice without penalty of the Latest Balance Sheet) to the Company and involving more than its Subsidiaries in excess of $2,0005,000,000; (viiix) each agreement relating to any material business acquisition or disposition by the Company or any of its Subsidiaries since January 1, 2007; (xi) license or agreement relating to (A) any third-party Intellectual Property that is material to the Company or any of its Subsidiaries or (B) any material Company Intellectual Property; (xii) contract which prohibits Seller from freely engaging (A) limits in any material respect the freedom of the Company or any of its Subsidiaries to engage in any business anywhere in the worldworld or with any Person or which would so limit the Surviving Entity or any of its Affiliates following the Closing or (B) contains “most favored nation” obligations binding on the Company or any of its Subsidiaries; (ixxiii) each contract for which, prior to the sale date hereof, was not set forth in the Company's electronic data room located at xxxxx://xxxxxxxx.xxxxxxxxxxx.xxx and which binds or distribution purports to bind Affiliates of the Company or any of its Subsidiaries or the products Purchaser or any of its Affiliates (other than the Surviving Entity and its Subsidiaries) following the Closing; (xiv) all material agency, dealer, distribution, non-employee sales representative, broker, marketing or other similar agreements; 21 (xv) all material co-packing, production, manufacturing or similar agreements; and (xvi) any partnership, joint venture or other similar agreement or arrangement. (b) The Purchaser either has been supplied with, or has been given access to, a true and correct copy of all contracts listed or required to be listed on the Contracts Schedule (the “Material Contracts”), together with all amendments, waivers or other changes thereto. (c) With respect to each Material Contract: (i) such contract is a valid and binding agreement of the Business (including any distributorCompany and/or its Subsidiaries, sales as applicable, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and original equipment manufacturer contract)general principles of equity affecting the availability of specific performance and other equitable remedies; (xii) each franchise agreement relating none of the Company or any of its Subsidiaries is in breach or default in any material respect, nor has the Company or any of its Subsidiaries taken any action or any event or circumstance occurred which, with notice or lapse of time or both, would constitute a breach or default in any material respect, or permit termination, material modification or acceleration or loss of a material benefit, as applicable, under such contract; and (iii) to the Business; (xi) each license agreement Company’s knowledge, no other party is in breach or agreement providing for the payment or receipt of royalties or other compensation by Seller default in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of business.respect under such contract. 4.10
Appears in 1 contract
Samples: Agreement and Plan of Merger
Contracts and Commitments. (a) Schedule 1.01(d) lists all A Except as set forth on the attached Contracts Schedule, and except for confidentiality agreements, whether oral or written, similar to that referenced in Section 6.2 entered into through KippsDeSanto & Co. in the solicitation of bids from other potential buyers in the transaction to which Seller this Agreement relates, the Company is not a partyparty to any: agreement relating to any completed business acquisition by the Company; collective bargaining agreement or contract with any labor union, which are currently other than as described in effect, and which relate to the operation Section .18 of the Business this Agreement or the AssetsEmployment and Labor Matters Schedule; bonus, includingpension, without limitation: (i) each profit sharing, retirement or other form of deferred compensation plan, other than as described in Section .12 of this Agreement or in the Employee Benefits Schedule; stock purchase, stock option or similar plan; contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions Person providing for fixed compensation in connection with the Business or relating to severance pay for any such personexcess of $100,000 per annum; (ii) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the AssetsCompany’s assets; (iv) each guaranty of any obligation for borrowed money; lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,000200,000; (v) each lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $200,000; contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services services, under which the undelivered balance of such products or and services of the Business is has a selling price in excess of $2,000200,000 (other than purchase orders entered into in the ordinary course of business consistent with past practice); (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000200,000 (other than purchase orders entered into in the ordinary course of business consistent with past practice); contract relating to capital expenditures or other purchases of material, supplies, equipment or other assets or properties (viiother than purchase orders for Inventory or supplies in the ordinary course of business) each in excess of $50,000 individually, or $200,000 in the aggregate; contract involving a loan (other than Accounts Receivable from trade debtors in the ordinary course of business) or group advance to (other than travel and entertainment allowances to the employees of related contracts the Company extended in the ordinary course of business), or investment in, any Person or relating to the Business making of any such loan, advance or investment; contract providing for any management, consulting, financial advisory or any other similar service; contract involving the future disposition or acquisition of assets or properties, or any merger, consolidation or similar business combination transaction, including letters of intent; contract involving any resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute; contract involving a confidentiality, standstill or similar arrangement; contract which contain restrictions with respect to payment of dividends or any other distribution in respect of the same party (Capital Stock or other than any contract equity interests of the Company or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller the Company from freely engaging in business anywhere in the world; world (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not than confidentiality agreements entered into in the ordinary course of business). .B A true and correct copy of each written contracts referred to on the Contracts Schedule, together with all material amendments, waivers or other changes to such contracts, has been delivered or made available to Purchaser. .C Except as set forth in the Contracts Schedule, each contract listed on the Contracts Schedule is in full force and effect and there exists no (i) default or event of default by the Company or, to the knowledge of the Company, any other party to any such Contract with respect to any material term or provision of any such Contract or (ii) event, occurrence, condition or act (including the consummation of the transactions contemplated hereby) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company or, to the knowledge of the Company, any other party thereto, with respect to any material term or provision of any such Contract. Except as set forth in the Contracts Schedule, the Company is not a party to any contract or agreement where the cost of completion thereof would be reasonably expected to exceed the balance of monies to be paid by a customer or other Person to the Company under such contract or agreement.
Appears in 1 contract
Contracts and Commitments. (ai) The Disclosure Schedule 1.01(d) lists all the following agreements, whether oral or written, to which Seller Xxxxxxx is a party, party or by which Xxxxxxx or its assets are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationbound: (iA) each collective bargaining agreement or contract with any labor union; (B) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (C) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (D) stock purchase or stock option plan; (E) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such person; (iiF) each confidentiality agreementagreement with employees and with consultants, vendors, customers or other third parties; (iiiG) each contract, agreement or understanding relating to the voting of Xxxxxxx'x capital stock or the election of directors of Xxxxxxx; (H) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assetsassets of Xxxxxxx; (ivI) each guaranty of any obligation for borrowed money or otherwise; (J) lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, owned by any other party; (K) lease or agreement under which it is lessor of, or permits any third party to hold or operate, any property, real or personal, for which the annual rental exceeds $2,000; 10,000 (vL) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,00010,000; (viiiM) each contract which prohibits Seller Xxxxxxx from freely engaging in business anywhere in the world; (ixN) each contract for the sale or distribution of any of the products of the Business through or in conjunction with Xxxxxxx (including any distributor, sales and original equipment manufacturer contract); (xO) each franchise agreement relating to the Businessagreement; (xiP) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller Xxxxxxx in connection with the intellectual property rights listed set forth in Schedule 1.01(g)the Disclosure Schedule; (viiQ) each contract or commitment for capital expenditures of the Business in excess of $2,000; 10,000, (xviiiR) agreement for the sale of any Assetcapital asset; (S) contract with any affiliate which in any way relates to Xxxxxxx (other than for employment on customary terms); or (xixT) other agreement which is either material to the Business business of Xxxxxxx or was not entered into in the ordinary course of businessbusiness (other than agreements required to be listed in the Disclosure Schedule).
Appears in 1 contract
Contracts and Commitments. (a) Schedule 1.01(d) lists all agreements, whether oral or written, to which Seller is a party, which are currently in effect, and which relate to the operation 3.16 of the Business or Disclosure Schedules sets forth a true, correct and complete list (as of the Assetsdate of this Agreement) of the following (collectively, including, without limitation: the "Material Company Agreements"): (i) each contract Company Agreements having, as to any one such Company Agreement, a value to the Company in excess of $250,000, (ii) Company Agreements which represent an obligation or liability of the Company or any Company Subsidiary for the employment payment of an amount in excess of $250,000 per year, other than those terminable on thirty (30) days' or less notice by the Company or Company Subsidiary without penalty or other financial obligation, (iii) all franchising and licensing agreements which represent an obligation or liability of the Company or any Company Subsidiary for the payment of an amount in excess of $10,000, (iv) any contract or agreement with any agent, distributor or representative which is not terminable without penalty on 30 days' or less notice, (v) any joint venture or partnership agreement or other similar agreement, (vi) any contract providing for the indemnification or holding harmless of any officer, individual director, employee or other person on a full-time Person, (vii) agreements or consulting basis who performs functions arrangements for the purchase or sale of any assets for an amount in connection with excess of $10,000 in the Business or relating to severance pay for case of any such person; (ii) each confidentiality agreement; (iii) each individual agreement or indenture arrangement or $50,000 in the case of all agreements or arrangements (other than in the ordinary course of business), (viii) agreements, contracts or indentures relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assets; (iv) each lease or agreement relating to the Business under which Seller is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,000; (v) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is an amount in excess of $2,000; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party 25,000 (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into trade payables incurred in the ordinary course of business, (ix) leases of any real property involving annual rent of $150,000 or more, (x) all exchange traded or over-the-counter swap, forward, future, option, cap, floor or collar financial contracts, or any other interest rate or foreign currency protection contract, (xi) Company Agreements under which the Company or any Company Subsidiary has advanced or loaned any Person (including any employee, officer, director or Affiliate) an amount in excess of $25,000, (xii) Company Agreements under which the Company or any Company Subsidiary has granted any right of first refusal or similar right in favor of any third party with respect to any material portion of the Company's or any Company Subsidiary's properties or assets, (xiii) Company Agreements containing non-compete covenants or other provisions that restrict the Company or any Company Subsidiary or any officer or key employee from engaging in any business in any jurisdiction, or (xiv) Company Agreements with incumbent local exchange carriers or other carriers for interconnection, special access, local or long distance termination services, signaling system 7 services, or any similar services, whether bought or sold by the Company or a Company Subsidiary. The Company has made available to Parent a correct and complete copy of each Material Company Agreement listed in Schedule 3.16.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cypress Communications Holding Co Inc)
Contracts and Commitments. (a) Schedule 1.01(d) 2.18 of the Disclosure Schedule lists all the following agreements, whether oral or written, to which Seller the Company is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationCompany's business: each (i) each contract for the employment of any officercontract, individual employee agreement or other person on a full-time or consulting basis who performs functions in connection with the Business or understanding relating to severance pay for any such personthe voting of Common Stock or the election of directors of the Company; (ii) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assetsassets of the Company; (iii) guaranty of any obligation for borrowed money or otherwise; (iv) each lease or agreement relating to the Business under which Seller the Company is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,000; (v) each lease or agreement under which the Company is lessor of, or permits any third party to hold or operate, any property, real or personal; (vi) contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,00025,000; (vivii) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,00010,000; (viiviii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' days or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the worldpenalty; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000100,000; (xviiix) agreement for the sale of any Assetcapital asset; (xi) management contract and contract with an independent contractor or consultant (or similar arrangements) to which the Company is a party and which are not cancellable without penalty or further payment and without less than 30 days' notice; (xii) contract or agreement that limit or purport to limit the ability of the Company to compete in any line of business or with any person or in any geographic area or during any period of time; (xiii) contracts or agreements between or among the Company, on one hand, and any affiliate of the Company, on the other hand; or (xixxiv) other agreement which is either material to the Business Company's business or was not entered into by the Company in the ordinary course of businessbusiness (collectively, the "Material Contracts").
Appears in 1 contract
Contracts and Commitments. (a) Schedule 1.01(d) The Disclosure Schedule, under the caption referencing this Section 4.13, lists all the following agreements, whether oral or written, to which Seller is a party, which are currently in effect, and which relate to the operation manufacture and distribution of the Business Products or to the Assets, including, without limitation: (i) each contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such personconfidentiality agreements; (ii) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assets; (iv) each lease or agreement relating to the Business under which Seller is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,000; (v) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of Ten Thousand Dollars ($2,00010,000); (viiii) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of Ten Thousand Dollars ($2,00010,000); (viiiv) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six (6) months from the date or dates thereof, not terminable by it on 30 thirty (30) days' or less notice without penalty and involving more than Ten Thousand Dollars ($2,00010,000); (viiiv) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ixvi) each contract for the sale or distribution of any of the products of the Business Products (including any distributor, sales representative, sales and original equipment manufacturer contract); (xvii) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed under the caption referencing Section 1.01(f) and (g) hereof in Schedule 1.01(g)the Disclosure Schedule; (viiviii) each contract or commitment for capital expenditures of the Business in excess of Ten Thousand Dollars ($2,000; (xviii10,000) agreement for the sale of any Asset; or (xixix) other agreement which is either material to the Business manufacture or distribution of the Products or was not entered into in the ordinary course of businessbusiness and which is a contract to be assumed by Buyer hereunder.
Appears in 1 contract
Contracts and Commitments. (a) Section 2.13(a) of the Company Disclosure Schedule 1.01(dcontains a list (indicating the clause of this Section 2.13 pursuant to which disclosure is made) lists of all agreementsof the following written or oral contracts or agreements (including any and all amendments thereto), whether oral other than agreements listed in Sections 2.1(b), 2.8(a), 2.9(a), 2.12(a) and (b), 2.15(b), 2.16 or written2.17(c) of the Company Disclosure Schedule and other than purchase orders made in the ordinary course of business, to which Seller which, as of the date hereof, the Company or any of the Company Subsidiaries is a party, party or by which are currently in effect, and which relate to the operation Company or any of the Business or Company Subsidiaries is bound (collectively, the Assets, including, without limitation: "Material Contracts"): (i) each contract for the employment of any agreements with any present shareholder, employee, officer, individual employee director or other person on a full-time consultant (or consulting basis who performs functions in connection with former shareholder, employee, officer, director or consultant to the Business extent there remain at the date hereof obligations to be performed by the Company or relating to severance pay for any such personof the Company Subsidiaries); (ii) each confidentiality agreement; (iii) each agreement agreements or indenture indentures relating to the borrowing of money; (iii) indemnification agreements or guaranties of any obligation for borrowed money or to mortgaging, pledging or otherwise placing a lien on any of the Assetsotherwise; (iv) each lease contracts which prohibit the Company or agreement relating to any of the Business under which Seller is lessee of, or holds or operates any property, real or personal, owned by any other party, for which Company Subsidiaries from freely engaging in business anywhere in the annual rental exceeds $2,000world; (v) each contract any joint venture or group of related contracts profit-sharing agreement (including purchase orders) other than with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000employees); (vi) each contract or group contracts, not entered into in the ordinary course of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) business on an arm's- length basis, that are continuing over a period of more than six months from the date or dates thereof, hereof and are not terminable by it the Company or the Company Subsidiary party thereto on 30 days' 60 days or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale penalties or distribution of any of the products of the Business premiums (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating contracts to the Business; (xi) each license agreement provide advertising allowances or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(gpromotional services); (vii) each contract any agreements for the purchase by the Company or commitment for capital expenditures any of the Business in excess of $2,000; (xviii) agreement for the sale Company Subsidiaries of any Asset; materials, equipment, services, or (xix) other agreement which is either material to the Business or was supplies not entered into in the ordinary course of businessbusiness on an arm's-length basis, that may not be terminated by the Company or the Company Subsidiary party thereto without penalty upon less than three months' notice; (viii) any agreements or commitments for the acquisition, construction or sale of fixed assets owned or to be owned by the Company or any of the Company Subsidiaries that continue for a period of more than six months from the date hereof and may not be terminated without penalty by the Company or the Company Subsidiary party thereto prior to the expiration of such six-month period; (ix) any agreements that provide for the distribution of goods or services that continue for a period of more than six months from the date hereof and may not be terminated without penalty by the Company or the Company Subsidiary party thereto prior to the expiration of such six-month period; (x) any agreements or arrangements for the sale of any of the assets, properties, services or rights of the Company or any of the Company Subsidiaries other than in the ordinary course of business on an arms length basis or for the grant of any preferential rights to purchase any of its assets, properties or rights or that require the consent of any third party to the transfer and assignment of any of its assets, properties or rights; (xi) any agreements with any third party to develop any intellectual property, franchise or marketing concepts involving payments by the Company or the Company Subsidiary party thereto in excess of Cdn. $10,000; (xii) sponsoring agreements involving payments by the Company or the Company Subsidiary party thereto in excess of Cdn. $10,000; (xiii) any commitments for charitable contributions or any other agreements between the Company or any Company Subsidiary and the Xxx Xxxxxx Children's Foundation; and (xiv) any other agreements which (A) are material to the Business of the Company and the Company Subsidiaries taken as a whole or (B), except as disclosed in Section 2.13(b) of the Company Disclosure Schedule, pursuant to the terms of which the consent of a third party would be required for the consummation of the transactions contemplated hereby or by the Transaction Agreements.
Appears in 1 contract
Samples: Share Purchase Agreement (Wendys International Inc)
Contracts and Commitments. (a) Schedule 1.01(d) lists all agreementsExcept as set forth on the attached Contracts Schedule, whether oral or written, neither the Company nor any of its Subsidiaries is party to which Seller is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationany: (i) each agreement relating to any material business acquisition by the Company or such Subsidiary within the last two years, (ii) collective bargaining agreement or contract with any labor union, (iii) written bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 4.12 hereof or the schedules relating thereto, (iv) stock purchase, stock option or similar plan, (v) material contract for the employment of any officer, individual employee or other person individual on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such person; basis, (iivi) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money (including agreements related to off-balance-sheet financings) or to mortgaging, pledging or otherwise placing a lien Lien (other than Permitted Liens) on any of the Assets; Company’s or any Subsidiary’s assets, (ivvii) each guaranty of any obligation for borrowed money or other material guaranty, (viii) lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,000; 500,000, (vix) each lease or agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the annual rental exceeds $500,000, (x) contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services services, under which the undelivered balance of such products or and services of the Business is has a selling price in excess of $2,000; 2,000,000 (viother than purchase orders entered into in the ordinary course of business), (xi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party 2,000,000 (other than any contract or group purchase orders entered into in the ordinary course of related contracts for the purchase or sale of products or servicesbusiness), (xii) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller the Company or any of its Subsidiaries from freely engaging in business anywhere in the world; world (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not than confidentiality agreements entered into in the ordinary course of business), or (xiii) any agreement relating to any interest rate, currency, or commodity derivatives or hedging transaction.
Appears in 1 contract
Samples: Unit Purchase Agreement (Alliance Laundry Systems LLC)
Contracts and Commitments. (a) Except as listed and described on Schedule 1.01(d) lists all agreements5.20, whether oral or written, to which the Seller is not a party, which are currently in effect, and which relate party to the operation of the Business any: (i) Contract (as defined below) with any employee or the Assets, consultant (including, without limitation, any employment agreement); (ii) Future or option Contract for the purchase of green coffee; (iii) Contract for the future purchase of, or payment for, supplies or products involving payment by the Seller of in excess of $25,000 or for the performance of services by a third party involving payment by Seller in excess of $25,000; (iv) Contract to sell or supply products or to perform services involving receipt by Seller of an amount in excess of $25,000, (v) Representative, sales agency or distribution agreement, contract or commitment, not terminable by Seller on thirty (30) days notice or less without cost or liability in excess of $10,000 for any such agreement, contract or commitment; (vi) Lease under which Seller is either the lessor or lessee relating to personal property and involving annual payments by or to Seller in excess of $10,000; (vii) Factoring agreement or agreement for the assignment of receivables or inventory, (viii) Advertising agreement; (ix) Contract for any capital expenditure involving future payments, which, together with future payments under all other existing Contracts for all capital projects, are in excess of $25,000; (x) Contract limiting or restraining in any respect Seller from engaging or competing in any lines of business or with any person; (xi) Contract for any charitable or political contribution; (xii) Contract with any labor union; and (xiii) Any other Contract (x) wherein the amount of payments to be made by Seller thereunder exceeds $25,000, or (y) which is not cancelable by Seller without penalty on no more than thirty (30) days notice. As used in this Agreement, the term Contract includes any mortgage, indenture, agreement, contract, commitment or lease. (b) Except as may be otherwise set forth on Schedule 5.20 to this Agreement, with respect to each of the Contracts listed on Schedule 5.20, to the best of Sellers actual knowledge: (i) each contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions Seller is in connection compliance with the Business or relating to severance pay for any such personprovisions thereof; (ii) each confidentiality agreementno party is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained therein; and (iii) each agreement no event has occurred which with or indenture relating to without the borrowing giving of money notice or to mortgaging, pledging or otherwise placing a lien on any lapse of the Assets; (iv) each lease or agreement relating to the Business under which Seller is lessee oftime, or holds or operates any propertyboth, real or personal, owned would constitute a default thereunder by any other party, for which the annual rental exceeds $2,000; (v) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,000; (vi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of business.Seller. 5.21
Appears in 1 contract
Contracts and Commitments. (a) Schedule 1.01(d) 4.14 lists all the following agreements, whether oral or written, to which Seller is a party, which are currently in effect, and which relate solely to the operation of the Business or the Assets, including, without limitationAssets and to be conveyed in accordance with Section 1.1(e) hereof: (i) each collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan, other than as described in Schedule 4.18 (or excluded by Section 4.18 from inclusion thereunder); (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal, other than as described in Schedule 4.18 (or excluded by such schedule from inclusion thereunder); (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such person; (iiv) each confidentiality agreement; (iiivi) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assets; (ivvii) each guaranty of any obligation for borrowed money or otherwise; (viii) lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,00025,000; (vix) each lease or agreement under which it is lessor of, or permits any third party to hold or operate, any property, real or personal; (x) contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services under which the undelivered balance of such products or services of the Business is in excess of $2,00025,000; (vixi) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,00025,000; (viixii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' ’ or less notice without penalty and involving more than $2,00025,000; (viiixiii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ixxiv) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (xxv) each franchise agreement relating to the Businessagreement; (xixvi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in under Schedule 1.01(g)4.15; (viixvii) each contract or commitment for capital expenditures of the Business in excess of $2,00025,000; (xviii) agreement for the sale of any Assetcapital asset with a value in excess of $25,000; or (xix) to Seller’s knowledge, other agreement which that is either material to the Business or was not entered into in the ordinary course of businessBusiness.
Appears in 1 contract
Contracts and Commitments. (a) Schedule 1.01(d) 2.7 hereto lists all the following agreements, whether oral or written, to which Seller the Company is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitationCompany's business: (i) each collective bargaining agreement or contract with any labor union; (ii) bonus, pension, profit sharing, retirement or other form of deferred compensation plan; (iii) hospitalization insurance or other welfare benefit plan or practice, whether formal or informal; (iv) stock purchase or stock option plan; (v) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions in connection with the Business or relating to severance pay for any such person; (iivi) each confidentiality agreement; (iiivii) each contract, agreement or understanding relating to the voting of the Company's capital stock or the election of directors; (viii) agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien on any of the Assetsassets of the Company; (ivix) each guaranty of any obligation for borrowed money or otherwise; (x) lease or agreement relating to the Business under which Seller the Company is lessee of, or holds or operates any property, real or personal, owned by any other party, for which the annual rental exceeds $2,00010,000; (vxi) each contract lease or group of related contracts (including purchase orders) with the same party for the purchase of products or services agreement under which the undelivered balance of such products Company is lessor of, or services of permits any third party to hold or operate, any property, real or personal, for which the Business is in excess of annual rental exceeds $2,00010,000; (vixii) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; (vii) each contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller the Company from freely engaging in business anywhere in the world; (ixxiii) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller the Company in connection with the intellectual property rights listed in Schedule 1.01(g)2.19(b) hereto; (viixiv) each contract or commitment for capital expenditures of the Business in excess of $2,00010,000; (xviiixv) agreement for the sale of any Assetcapital asset; (xvi) contracts, understandings, arrangements or commitments with respect to the acquisition and/or use by the Company of Intellectual Property of others or by others of Company Intellectual Property (as defined in Section 2.19 hereof); or (xixxvii) other agreement which is either material to the Business Company's business or was not entered into in the ordinary course of business.
Appears in 1 contract
Contracts and Commitments. (a) Schedule 1.01(dExcept (x) lists all agreementsas set forth on the attached Contracts Schedule, whether oral or written, to which Seller is a party(y) for Government Contracts and Government Bids, which are currently in effectthe subject of Section 5.16, and which relate (z) for agreements entered into by the Company or its Subsidiaries after the date hereof not in violation of Section 7.01, neither the Company nor its Subsidiaries is party to the operation of the Business or the Assets, including, without limitationany: (i) each collective bargaining agreement; (ii) written bonus, pension, employee profit sharing, retirement or other form of deferred compensation plan, other than as described in Section 5.13 or the Disclosure Schedules relating thereto; (iii) equity purchase, option or similar plan; (iv) contract for the employment of any officer, individual employee or other person on a full-time or consulting basis who performs functions providing for base salary compensation in connection with the Business or relating to severance pay for any such personexcess of $300,000 per annum; (iiv) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money or to mortgaging, pledging or otherwise placing a lien Lien, except for Permitted Liens, on any material portion of the Assetsassets of the Company and its Subsidiaries; (ivvi) each guaranty of any obligation for borrowed money or other material guaranty; (vii) lease or agreement relating to the Business under which Seller it is lessee of, or holds or operates any property, real or personal, personal property owned by any other party, for which the annual rental exceeds $2,0001,000,000; (vviii) each contract lease or group of related contracts (including purchase orders) with the same party for the purchase of products or services agreement under which it is lessor of or permits any third party to hold or operate any property, real or personal, for which the undelivered balance of such products or services of the Business is in excess of annual rental exceeds $2,0001,000,000; (viix) each contract or group of related contracts with the same party for the sale purchase of products or services of which provided for payments by the Business under which the undelivered balance of such products Company or services has a sales price its Subsidiaries in excess of $2,0005,000,000 during the trailing twelve-month period ending on the date of the Latest Balance Sheet; (viix) each contract or group of related contracts agreements relating to any completed material business acquisition by the Business with Company or its Subsidiaries within the same party last two (2) years; (xi) material license or royalty agreement under which (A) the Company or any of its Subsidiaries is granted a license to the Intellectual Property of any Person (other than licenses for commercially available, off-the-shelf software), but only to the extent such license is material to the business of the Company and its Subsidiaries, or (B) under which the Company or any of its Subsidiaries has granted to any Person any right or interest in any material Company Intellectual Property (other than any non-exclusive licenses granted by the Company or any of its Subsidiaries in the Ordinary Course of Business); provided, however, that the foregoing (A) and (B) shall not be deemed to require disclosure of any agreement for which the license is not the primary purpose of such agreement or any agreements for which fees or payments do not exceed $1,000,000 during the trailing twelve month period ending on the date of the Latest Balance Sheet; (xii) contract or group agreement with any Affiliate; (xiii) agreement that contains covenants materially limiting the freedom of related contracts for the Company or any Subsidiary to compete in any business, industry or geographic area or which contains pricing protection or “most favored nation” provisions (other than Teaming Agreements); (xiv) material contract with minimum purchase commitments; (xv) distribution, dealership or sale franchise agreement (excluding purchase orders issued or received in the Ordinary Course of Business) relating to the distribution or marketing of its products or services; or (xvi) continuing over a period settlement, conciliation or similar agreement with any Governmental Entity or pursuant to which the Company will be required after the execution date of more than six months from the date or dates thereof, not terminable by it on 30 days' or less notice without penalty and involving more than $2,000; (viii) each contract which prohibits Seller from freely engaging in business anywhere in the world; (ix) each contract for the sale or distribution of any of the products of the Business (including any distributor, sales and original equipment manufacturer contract); (x) each franchise agreement relating this Agreement to the Business; (xi) each license agreement or agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business pay consideration in excess of $2,000; (xviii) agreement for the sale of any Asset; or (xix) other agreement which is either material to the Business or was not entered into in the ordinary course of business500,000.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Caci International Inc /De/)
Contracts and Commitments. (a) Schedule 1.01(d) lists all agreementsa. Except as set forth under the caption "Contracts" in the Disclosure Letter, whether oral or written, Antigua is not a party to which Seller is a party, which are currently in effect, and which relate to the operation of the Business or the Assets, including, without limitation: any (i) each collective bargaining agreement or contract with any labor union, (ii) bonus, pension, profit sharing, retirement, or other form of deferred compensation plan, (iii) hospitalization insurance or similar plan or practice, whether formal or informal, (iv) contract for the employment of any officer, individual employee employee, or other person on a full-time or consulting basis who performs functions in connection with the Business or relating 16 relative to severance pay for any such person; , (iiv) each confidentiality agreement; (iii) each agreement or indenture relating to the borrowing of money in excess of $10,000 or to mortgaging, pledging or otherwise placing a lien on any of the Assets; assets of Antigua, (ivvi) each guaranty of any obligation for borrowed money or otherwise, other than endorsements made for collection, (vii) lease or agreement relating to the Business under which Seller it is lessee lessor of, or holds permits any third party to hold or operates operate, any property, real or personal, owned by any other partywith aggregate remaining rental payments in excess of $10,000, for which the annual rental exceeds $2,000; (vviii) each contract or group of related contracts (including purchase orders) with the same party for the purchase of products or services services, under which the undelivered balance of such products or and services of the Business is has a purchase price in excess of $2,000; 25,000, (viix) each contract or group of related contracts with the same party for the sale of products or services of the Business under which the undelivered balance of such products or services has a sales price in excess of $2,000; 25,000, (viix) each other contract or group of related contracts relating to the Business with the same party (other than any contract or group of related contracts for the purchase or sale of products or services) continuing over a period of more than six months from the date or dates thereof, not other than contracts terminable by it on 30 thirty days' or less notice without penalty and or involving more less than $2,000; 25,000, (viiixi) each contract which prohibits Seller Antigua from freely engaging in business anywhere in the world; , (ixxii) each sales representative or distribution agreement, or any other contract for relating to the sale or distribution of Antigua's products, (xiii) contract, agreement or understanding with any of the products of the Business Insider, (including any distributor, sales and original equipment manufacturer contract); (xxiv) each franchise agreement relating to the Business; (xi) each license agreement or other agreement providing for the payment or receipt of royalties or other compensation by Seller in connection with the intellectual property rights listed in Schedule 1.01(g); (vii) each contract or commitment for capital expenditures of the Business in excess of $2,000; (xviii) agreement for the sale of any Asset; to Antigua, or (xixxv) other agreement which is either material to the Business Antigua's business or was not entered into in the ordinary course of business.. 17
Appears in 1 contract
