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.

Contracts and Contract Parties. (a) Section 3.17(a) to the Disclosure Schedule sets forth a complete and accurate list of all Contracts (in the case of unwritten Contracts, such Schedule includes a brief description of the subject matter thereof), to which any Seller is a party or is otherwise bound, including the following: (i) any Contract relating to Indebtedness (including any such agreement pursuant to which any Seller has extended credit or made other financial accommodations to any other Person), whether incurred, assumed, guaranteed or secured by any asset, or relating to the imposition of Encumbrances on any assets of any Seller; (ii) any Contract or series of related Contracts, including any option Contract, relating to the acquisition or disposition of any business, capital stock or assets of any Seller; (iii) any Contract or series of related Contracts for the purchase of materials, supplies, goods, services, equipment or other assets; (iv) any Contract under which any Seller would expect to receive payments or under which the Purchaser could expect to receive payments; (v) any Contract providing for payments (contingent or otherwise) to or by any Person based on sales, purchases or profits; and (vi) any other Contract that is material to the earnings, business, operation, prospects or financial condition of any Seller. (b) No Seller or Shareholder is a party to or bound by any: (i) partnership, joint venture, joint operating or similar Contract relating to or affecting the Business, (ii) any Contract which could require any Seller (or the Purchaser after the Closing) to purchase any product or service exclusively from a Person or otherwise deal exclusively with any Person, (iii) any Contract which contains so-called “best in house” or “most favored nation” clauses, or otherwise limits a Seller (or could limit the Purchaser after the Closing) from selling or purchasing any product or service to or from any Person or in any geographic territory or from otherwise conducting the Business in any manner, (iv) any Contract containing any provision providing for the payment by any Seller of any amounts to any Person, or the enhancement of any rights of any Person, or the vesting or the acceleration of any rights or benefits of any Person, upon or as a result of the consummation of the Transactions or otherwise upon a sale of the Business or Sellers or any of their assets (or which could become obligations of the Purchaser after the Closing), (v) any Contract relating to any interest...

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...

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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Covered Contracts and Contractors If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principle place of business, then the Contractor must comply with the requirements of Minnesota Statute § 363A.36 and Minnesota Rule Parts 5000.3400-5000.3600. A Contractor covered by Minnesota Statute § 363A.36 because it employed more than 40 full-time employees in another state and does not have a certificate of compliance, must certify that it is in compliance with federal affirmative action requirements.
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 and other agreements (other than the Real Property Leases and Personal Property Leases and the Accounts Receivable) to which the Seller is a party and which are utilized in the conduct of the Business, including without limitation contracts and other agreements relating to suppliers, sales representatives, distributors, consultants, customers, purchase orders, marketing and purchasing arrangements (the "Business Contracts");
Contracts with Subcontractors a. Grantee may enter into contracts with subcontractors unless restricted or otherwise prohibited in the Contract. b. Grantees are prohibited from subcontracting with for-profit organizations under this Contract. c. Prior to entering into a subcontract agreement equaling or exceeding $100,000, Grantee will obtain written approval from the System Agency. d. Grantee will obtain written approval from System Agency before modifying any subcontract agreement to cause the agreement to exceed $100,000. e. Grantee will establish written policies and procedures for competitive procurement and monitoring of subcontracts and will develop a subcontracting monitoring plan. f. monitor subcontractors for both financial and programmatic performance and will maintain pertinent records. g. submit quarterly monitoring reports to the System Agency in a format determined by the System Agency. h. ensure that subcontracts are fully aware of the requirements placed upon them by state/federal statutes, rules, and regulations and by the provisions of this Contract. i. ensure all subcontracts, must be in writing and include the following: 1. Name and address of all parties and the subcontractor’s Vendor Identification Number (VIN) or Employee Identification Number (EIN); 2. Detailed description of the services to be provided; 3. Measurable method and rate of payment and total not-to-exceed amount of the contract; 4. Clearly defined and executable termination clause; and 5. Beginning and ending dates that coincide with the dates of the Contract. j. ensure and be responsible for the performance of the subcontractor(s). k. not contract with a subcontractor, at any tier, that is debarred, suspended, or excluded from or ineligible for participation in federal assistance programs or if the subcontractor would be otherwise ineligible to abide by the terms of this Contract.
Project Contracts Prior to the delivery of this Lease, the Company may have entered into a contract or contracts with respect to the acquisition and/or construction of the Improvements. Those contracts, and any such contracts entered into by the Company after delivery of this Lease are hereinafter referred to as the “Project Contracts.” Prior to the delivery hereof, certain work has been or may have been performed on the Improvements pursuant to said Project Contracts or otherwise. Subject to the Lender’s rights in the Project Contracts, the Company hereby conveys, transfers and assigns to the Issuer all of the Company’s rights in, but not its obligations under the Project Contracts and the Issuer hereby designates the Company as Issuer’s agent for the purpose of executing and performing the Project Contracts. After the execution hereof, the Company shall cause the Project Contracts to be fully performed by the contractor(s), subcontractor(s) and supplier(s) thereunder in accordance with the terms thereof, and the Company covenants to cause the Improvements to be acquired, constructed and/or completed in accordance with the Project Contracts. Any and all amounts received by the Issuer, the Trustee or the Company from any of the contractors or other suppliers by way of breach of contract, refunds or adjustments shall become a part of and be deposited in the Project Fund.
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 Each Credit Party will secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Agent of any Assigned Contract and to enforce the security interests granted hereunder. Each Credit Party shall fully perform all of its obligations under each of its Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Such Credit Party shall notify Agent in writing, promptly after such Credit Party becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its Assigned Contracts. If an Event of Default then exists, Agent may, and at the direction of Required Lenders shall, directly enforce such right in its own or such Credit Party’s name and may enter into such settlements or other agreements with respect thereto as Agent shall determine. In any suit, proceeding or action brought by Agent under any Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Credit Parities shall indemnify and hold Agent and Lenders 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 such Credit Party of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Credit Parties to or in favor of such obligor or its successors, except for such expenses, damages or losses resulting from Agent’s or any Lender’s gross negligence or willful misconduct. All such obligations of the Credit Parties shall be and remain enforceable only against the Credit Parties and shall not be enforceable against Agent or Lender. Notwithstanding any provision hereof to the contrary, the Credit Parties shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and Agent’s exercise of any of its rights with respect to the Collateral shall not release the Credit Parties from any of such duties and obligations. Neither Agent nor any Lender shall be obligated to perform or fulfill any of any Credit Party’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. (i) ATI shall use its Reasonable Efforts to amend each administrative services only contract with a third-party administrator that relates to any of the ATI Health and Welfare Plans (an "ASO Contract") in existence as of the date of this Agreement to permit Water Pik to participate in the terms and conditions of such ASO Contract from Immediately After the Distribution Date until December 31, 2000. ATI shall use its Reasonable Efforts to cause all ASO Contracts into which ATI enters after the date of this Agreement but before the Close of the Distribution Date to allow Water Pik to participate in the terms and conditions thereof effective Immediately After the Distribution Date on the same basis as ATI. (ii) ATI shall have the right to determine, and shall promptly notify Water Pik of, the manner in which Water Pik's participation in the terms and conditions of ASO Contracts as set forth above shall be effectuated. The permissible ways in which Water Pik's participation may be effectuated include automatically making Water Pik a party to the ASO Contracts or obligating the third party to enter into a separate ASO Contract with Water Pik providing for the same terms and conditions as are contained in the ASO Contracts to which ATI is a party (or such other arrangement as to which ATI and Water Pik shall mutually agree). Such terms and conditions shall include the financial and termination provisions, performance standards, methodology, auditing policies, quality measures, reporting requirements and target claims. Water Pik hereby authorizes ATI to act on its behalf to extend to Water Pik the terms and conditions of the ASO Contracts. Water Pik shall fully cooperate with ATI in such efforts, and Water Pik shall not perform any act, including discussing any alternative arrangements with any third party, that would prejudice ATI's efforts.

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