Contracts and Contract Parties Sample Clauses

Contracts and Contract Parties. Schedule 3.10 contains a complete list of (a) each joint venture, co-marketing, co-brokerage or similar contract or arrangement, whether written or oral, to which the Company is a party, (b) each contract or arrangement, whether written or oral, with an insurance company, general insurance agency, distributor or broker to which the Company is a party, and under which the Company is authorized or obligated to sell or broker insurance or related products or services, (c) each contract or arrangement, whether written or oral, under which the Company receives commissions or other income in connection with the conduct of its business, (d) each lease or capital lease of equipment or other personal property, whether written or oral, to which the Company is a party and (e) each consulting or similar agreement, whether written or oral, to which the Company is a party, all of the foregoing including the names and addresses of each party thereto other than the Company (collectively, the "Contract Parties"), in each case under which the Company's revenues or expenses exceeded $10,000.00 for the twelve months ended June 30, 1997 or under which the Company reasonably anticipates that its revenues or expenses will exceed $10,000.00 in the twelve months ending June 30, 1998. True and complete copies of those contracts or arrangements described in this Section 3.10 which are in writing have been made available to Parent, and accurate descriptions of those contracts or arrangements described in this Section 3.10 which are oral have been made available to Parent. Except as described in Schedule 3.10, none of the contracts or arrangements listed in Schedule 3.10 require the Company to purchase any product or service exclusively from a Contract Party, require the Company to deal exclusively with a Contract Party with respect to any customer or class of customers of the Company, or otherwise limit the Company from selling or purchasing any product or service to or from any person or entity. No Contract Party listed in Schedule 3.10 has expressed to the Company, Xxxxxx or Xxxxxxx its intention to cancel or otherwise terminate its relationship with the Company, and, to the knowledge of the Company, Xxxxxx and Xxxxxxx, all of such contracts and arrangements will continue in full force and effect after the Effective Time and a continuing relationship with each such Contract Party is not in jeopardy.
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Contracts and Contract Parties. (a) Section 3.17(a) to the Disclosure Schedule sets forth a complete and accurate list of all material Contracts (in the case of unwritten Contracts, such list includes a brief description of the subject matter thereof), to which Seller or, with respect to the Business, Seller Parent is a party or is otherwise bound, including the following:
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Contracts and Contract Parties. Schedule 3.10 contains a complete list of (a) each independent insurance agent, so-call premier insurance groups of insurance agencies, career agents, national account, or other persons or entities, as evidenced by the attached comprehensive production report for the period commencing January 1, 1997 and ending September 12, 1997 to which the Company provides insurance brokerage, distribution or general agency services pursuant to a contract, selling agreement, service agreement or other arrangement, whether written or oral, with such persons or entities (b) each joint venture, co-marketing, co-brokerage or similar contract or arrangement, whether written or oral, to which the Company is a party, (c) each contract or arrangement, whether written or oral, with an insurance company, general insurance agency, distributor or broker to which the Company is a party, and under which the Company is authorized or obligated to sell or broker insurance or related products or services, (d) each contract or arrangement, whether written or oral, under which the Company receives commissions or other income in connection with the conduct of its business, (e) each lease or capital lease of equipment or other personal property, whether written or oral, to which the Company is a party and (f) each consulting or similar agreement, whether written or oral, to which the Company is a party, all of the foregoing including the names and addresses of each party thereto other than the Company (collectively, the "Contract Parties"). True and complete copies of those contracts or arrangements which are in writing have been heretofore made available to Parent, and complete descriptions of those contracts or arrangements which are oral have been heretofore made available to Parent. Except as described in Schedule 3.10, none of the contracts or arrangements listed in Schedule 3.10 require the Company to purchase any product or service exclusively from a Contract Party, require the Company to deal exclusively with a Contract Party with respect to any customer or class of customers of the Company, or otherwise limit the Company from selling or purchasing any product or service to or from any person or entity. No Contract Party listed in Schedule 3.10 has expressed to the Company or any of the Shareholders its intention to cancel or otherwise terminate its relationship with the Company, and, to the best knowledge of the Company and each Shareholder, all of such contracts and arrangements wi...
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Contracts and Contract Parties. Schedule 2.08 sets forth a list of: (a) all employment, severance, change-in-control, agency (other than insurance agency), consultation, or representation contract or contracts of any type (including, without limitation, loans or advances) with any present member of senior management, officer, director, trustee, agent (other than an insurance agent), consultant or other similar representative of AIIHC or any of the Subsidiaries; (b) all contracts with any person or entity containing any provision or covenant (i) limiting the ability of AIIHC or any of the Subsidiaries to (x) sell any products or services, (y) engage in any line of business or (z) compete with or obtain products or services from any person or entity or (ii) limiting the ability of any person or entity to compete with or to provide products or services to AIIHC or any of the Subsidiaries; (c) all licenses or other contracts included in the Intellectual Property (as hereinafter defined); (d) each lease, sublease or capital lease of real property, equipment or automobiles to which AIIHC or any of the Subsidiaries is a party or by which AIIHC or any of the Subsidiaries is bound; (e) each contract or arrangement relating to indebtedness or otherwise related to the borrowing of money by or extension of credit to AIIHC or any of the Subsidiaries or the imposition of any Liens on any of the assets of AIIHC or any of the Subsidiaries, to which AIIHC or any of the Subsidiaries is a party, or relating to the direct or indirect guarantee by AIIHC or any of the Subsidiaries of any liability; (f) all contracts (other than Contracts (as hereinafter defined) of insurance entered into in the ordinary course of business) pursuant to which AIIHC or any of the Subsidiaries has agreed to indemnify or hold harmless any person or entity (other than indemnifications or hold harmless covenants in the ordinary course of business consistent with past practice); (g) all contracts or arrangements (including, without limitation, those relating to allocations of expenses, personnel, services or facilities) between Seller or any of its Affiliates, on the one hand, and AIIHC or any of the Subsidiaries, on the other hand; (h) all service contracts relating to insurance-related activities of AIIHC or any of the Subsidiaries; (i) the specimen form insurance agent contract of any Subsidiary and any insurance agent contract having terms different in any material respect than the terms contained in such specimen form agent cont...
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Related to Contracts and Contract Parties

  • Material Contracts and Agreements (i) All material contracts of the Company or its subsidiaries have been included in the Company SEC Documents, except for those contracts not required to be filed pursuant to the rules and regulations of the SEC.

  • Leases and Contracts Schedule 8(f) is a list of all Leases and Contracts relating to the Facility to which Seller is a party or by which Seller may be bound. Seller has made or will promptly make available to Buyer true, complete and accurate copies of all Leases and Contracts including, without limitation, any modifications thereto. All of the Leases and Contracts are in full force and effect without claim of material default there under, and, except as may be set forth on Schedule 8(f).

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Business Contracts All Contracts (other than the Real Property Lease and Personal Property Leases) to which Seller is a party and which are utilized in the conduct of the Business, including without limitation Contracts relating to suppliers, sales representatives, distributors, customers, purchase orders, licensees, licensors, marketing arrangements and manufacturing arrangements, and including without limitation the Contracts listed in Section 1.01(a)(v) of Seller's Disclosure Schedule (the "Business Contracts");

  • Project Contracts (i) all existing Project Contracts are or will be in full force and effect at the time of the first drawdown under this Agreement (except for the EPC Contract, which will be in full force and effect once the down payment under the EPC Contract has been made), (ii) no other material Project Contracts have been concluded, which have not been disclosed to the Agent, (iii) the Borrower has no notice of any material breaches by any contracting party under the Project Contracts, and (iv) with regard to Project Contracts, which will not be available before the day on which this representation and warranty is made or repeated, the Borrower assumes that these are produced as soon as and to the extent that they may become necessary for the Project;

  • Contracts, etc To enter into, make and perform all such obligations, contracts, agreements and undertakings of every kind and description, with any Person or Persons, as the Trustees shall in their discretion deem expedient in the conduct of the business of the Trust, for such terms as they shall see fit, whether or not extending beyond the term of office of the Trustees, or beyond the possible expiration of the Trust; to amend, extend, release or cancel any such obligations, contracts, agreements or understandings; and to execute, acknowledge, deliver and record all written instruments which they may deem necessary or expedient in the exercise of their powers;

  • Assigned Contracts The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Vendor Contracts (a) THIRD-PARTY ASO CONTRACTS.

  • Material Contracts and Obligations All agreements, contracts, leases, licenses, instruments, commitments (oral or written), indebtedness, liabilities and other obligations to which any Group Company is a party or by which it is bound that (i) are material to the conduct and operations of its business and properties; (ii) involve any of the officers, consultants, directors, employees or shareholders of any Group Company; or (iii) obligate any Group Company to share, license or develop any product or technology are listed in Section 3.12 of the Disclosure Schedule and have been provided to the Investor and its counsel. For purposes of this Section 3.12, “material” shall mean any agreement, contract, indebtedness, Liability, arrangement or other obligation either (i) having an aggregate value, cost, Liability or amount of RMB4,000,000 or more, or (ii) not terminable upon no more than thirty (30) days’ notice without penalty or obligation, or (iii) relating to the leased stores with a monthly rental of RMB300,000 or more and leased warehouses.

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