Contracts and Leases. (a) Schedule 4.9(a) sets forth a true, correct and complete list of all executory Contracts (including licenses of Intellectual Property) of each Seller as of the Agreement Date (other than any such Contracts and Leases that are listed as an exhibit to any SEC Report and expressly identified to Buyer), and Sellers have delivered to Buyer true, correct and complete copies of all such Leases and Contracts (the “Material Contracts and Leases”), including, but not limited to: (i) Contracts between any Seller and any Subsidiary of the Seller; (ii) except for any purchase orders or Contracts with Sellers’ advisors related to the Chapter 11 Cases, Contracts that involve (A) the performance of services or the sale of products of an amount or value in excess of $25,000 annually or (B) payments in excess of $25,000 annually, unless, in the case of clauses (A) and (B), terminable by a Seller on not more than thirty (30) days’ notice without Liability to any Seller; (iii) Contracts with a fixed term with a remaining duration in excess of two (2) months following the Closing Date; (iv) Contracts (A) for the acquisition or sale of assets involving aggregate consideration of $25,000 or more (other than sales of inventory in the ordinary course of business consistent with past practice), or (B) for the grant to any Person of any preferential rights to purchase any asset; (v) Contracts relating to loans or advances to (other than advances to employees in respect of travel and entertainment expenses in the ordinary course of business in amounts of $1,000 or less to any individual on any date of determination), or investments in, any Person, or any Contracts involving a sharing of profits; (vi) Contracts containing covenants purporting to restrict any Seller from competing with or otherwise legally or contractually restraining, limiting or impeding any Seller’s ability to compete with any Person or conduct any business or line of business or in any geographic location; (vii) Contracts that contain “most favored nation” provisions, minimum annual purchase obligations (take or pay) or that contain penalties or repricing provisions (e.g., “retroactive discounts”) if certain minimum quantities are not purchased; (viii) Contracts under which any Seller is either lessor or lessee, including the Leases; (ix) any agreements containing non-solicitation or non-hire provisions binding upon any Seller; (x) Contracts relating to any settlements with any Person, or any settlements, consent decrees, conciliations, or similar agreements with any Governmental Entity; (xi) Contracts with any Governmental Entity; (xii) Contracts relating to any Intellectual Property (other than unmodified licenses for off-the-shelf computer software that is readily commercially available) and any other Contracts relating, in any material respect, to any proprietary rights, including any royalty, development, assignment, settlement, coexistence, indemnification agreement and any agreements containing covenants not to sue or that otherwise restrict the use, enforcement, registration or other exploitation of any proprietary rights; and (xiii) any commitment to do any of the foregoing. (b) Subject to entry of the Sale Order, each of the Material Contracts and Leases is a legal, valid and binding obligation of the Seller party thereto and, to the Knowledge of Sellers, each other party to such Material Contract and Lease, and is enforceable against the applicable Seller and, to the Knowledge of Sellers, each other party thereto, in accordance with its terms, subject, in each case, to applicable bankruptcy, insolvency, moratorium, or other similar laws relating to creditors’ rights and general principles of equity. Other than with respect to the Chapter 11 Cases and filings and notices related thereto, no Seller has delivered any notice of any default or event that with notice or lapse of time or both would constitute a default under any of the Material Contracts and Leases, except for defaults that would not reasonably be expected to be material to the Business, taken as a whole, and no Seller has received any such notice from any other party to any of the Material Contracts and Leases. Other than with respect to the Chapter 11 Cases and disclosure made therein, no Seller has any material dispute with any counterparty to any of the Material Contracts and Leases. Following entry of the Bidding Procedures Orders, Sellers properly served a cure notice in accordance with the procedures set forth therein. (c) Schedule 4.9(c) sets forth a true, complete, and correct list of the Cure Costs with respect to each Material Contract and Lease or other Assumed Contract and Assumed Lease as of the Agreement Date.
Appears in 3 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (American Virtual Cloud Technologies, Inc.), Asset Purchase Agreement (American Virtual Cloud Technologies, Inc.)
Contracts and Leases. (a) Schedule 4.9(a) sets forth a true, correct and complete list of all executory Contracts (including licenses of Intellectual Property) of each Seller as of the Agreement Date (other than any such Contracts and Leases that are listed as an exhibit to any SEC Report and expressly identified to Buyer), and Sellers have delivered to Buyer true, correct and complete copies of all such Leases and Contracts (the “Material Contracts and Leases”), including, but not limited to:
Except (i) Contracts between as listed in Schedules 2.1(c), 2.1(e), 2.1(g), 2.1(n)(ii) or 2.1(s) or any Seller and any Subsidiary of the Seller;
other Schedule, (ii) except for any purchase orders contracts, agreements, personal property leases, commitments, understandings or Contracts with Sellers’ advisors related instruments which will be fully performed or terminated on or prior to the Chapter 11 CasesInitial Closing Date, Contracts that involve (A) the performance of services or the sale of products of an amount or value in excess of $25,000 annually or (B) payments in excess of $25,000 annually, unless, in the case of clauses (A) and (B), terminable by a Seller on not more than thirty (30) days’ notice without Liability to any Seller;
(iii) Contracts for agreements with a fixed term with a remaining duration in excess of two (2) months following the Closing Date;
(iv) Contracts (A) for the acquisition or sale of assets involving aggregate consideration of $25,000 or more (other than sales of inventory suppliers entered into in the ordinary course of business consistent with past practice)that may be assumed by and assigned to the Buyer in the absence of a Third Party consent thereto and (iv) the Other Assigned Contracts and Non-Assigned Contracts, there is no written contract, agreement, personal property lease, commitment, understanding or instrument which (x) is material to the ownership or operation of the Acquired Assets or (By) provides for the grant to any Person sale of any preferential rights to purchase amount of capacity or energy from any asset;
of the Acquired Assets (v) Contracts relating to loans whether or advances to (other than advances to employees in respect of travel and entertainment expenses not entered into in the ordinary course of business business). The schedule of Leases attached as Schedule 2.1(e) (the "Lease Schedule") contains a description of all Leases now in amounts of $1,000 effect, whether written or less to any individual on any date of determination), or investments in, any Person, or any Contracts involving a sharing of profits;
(vi) Contracts containing covenants purporting to restrict any Seller from competing with or otherwise legally or contractually restraining, limiting or impeding any Seller’s ability to compete with any Person or conduct any business or line of business or in any geographic location;
(vii) Contracts that contain “most favored nation” provisions, minimum annual purchase obligations (take or pay) or that contain penalties or repricing provisions (e.g., “retroactive discounts”) if certain minimum quantities are not purchased;
(viii) Contracts under which any Seller is either lessor or lesseeoral, including the Leases;
(ix) any agreements containing non-solicitation or non-hire provisions binding upon any Seller;
(x) Contracts relating to any settlements with any Personall amendments, or any settlementsextensions, consent decrees, conciliations, or similar agreements with any Governmental Entity;
(xi) Contracts with any Governmental Entity;
(xii) Contracts relating to any Intellectual Property (other than unmodified licenses for off-the-shelf computer software that is readily commercially available) modifications and any other Contracts relating, in any material respect, to any proprietary rights, including any royalty, development, assignment, settlement, coexistence, indemnification agreement and any agreements containing covenants not to sue or that otherwise restrict the use, enforcement, registration or other exploitation of any proprietary rights; and
(xiii) any commitment to do any of the foregoingsupplements thereto.
(b) Subject to entry of the Sale Order, each Each of the Material Contracts, Emergency Preparedness Agreements, Leases and Other Assigned Contracts and Leases is constitutes a legal, valid and binding obligation of the parties thereto and is in full force and effect.
(c) All of the material provisions of each Material Contract (other than the default of DOE under the DOE Standard Contract), Lease, Emergency Preparedness Agreement and Other Assigned Contract have been complied with by such Seller party thereto and, to the Knowledge and there does not exist any event of Sellers, each other party to default under any such Material Contract and (other than the default of DOE under the DOE Standard Contract), Lease, Emergency Preparedness Agreement and is enforceable against Other Assigned Contract on the applicable Seller and, to the Knowledge part of Sellers, each other any party thereto, in accordance with its terms, subject, in each case, to applicable bankruptcy, insolvency, moratorium, or other similar laws relating to creditors’ rights and general principles of equity. Other than with respect to the Chapter 11 Cases and filings and notices related thereto, no Seller has delivered any notice of any default or event that with which after notice or lapse of time or both would both, could constitute a an event of default under any such Material Contract, Lease, Emergency Preparedness Agreement and Other Assigned Contract, for such non-compliance or default as would not, individually or in the aggregate, be likely to have a Plant Material Adverse Effect. Except as disclosed in Schedule 3.15, there is no action, suit, proceeding or investigation pending or threatened before any court or before any Governmental Authority for the renegotiation of or any other adjustment of any such Material Contract, Lease, Emergency Preparedness Agreement or Other Assigned Contract (except for such matters as would not, individually or in the aggregate, be likely to have a Plant Material Adverse Effect).
(d) None of the Material Non-Assigned Contracts and Leases, (except for defaults that would not reasonably be expected to be the extent permitted by Section 5.2(b)(vi)) is material to the Businessownership or operation of the Acquired Assets or, taken except as a wholespecified on Schedule 3.13(d), and no Seller has received provide for the sale of any such notice amount of capacity or energy from any other party to any of the Material Contracts and Leases. Acquired Assets.
(e) Other than as set forth in the Joint Ownership Agreement or otherwise disclosed in Schedule 3.13(e), there are (A) no restrictions on the transfer of such Seller's interests in the Facility (other than Buyer Regulatory Approvals and Seller Regulatory Approvals) and (B) no options or other rights to acquire such Seller's interests in the Acquired Assets. Except as provided on Schedule 3.13(e), neither the execution of this Agreement nor the sale of the Acquired Assets to the Buyer will entitle any Person to exercise any purchase options, rights of first refusal, or similar rights with respect to the Chapter 11 Cases and disclosure made therein, no Acquired Assets or the interests therein to be purchased by the Buyer under this Agreement. Such Seller has or, in the case of any material dispute Seller specified on Schedule 3.5(iv), will have complied with any counterparty to any the right of first refusal provisions in Paragraph 23 of the Material Contracts and Leases. Following entry of the Bidding Procedures Orders, Sellers properly served a cure notice in accordance with the procedures set forth thereinJoint Ownership Agreement.
(c) Schedule 4.9(c) sets forth a true, complete, and correct list of the Cure Costs with respect to each Material Contract and Lease or other Assumed Contract and Assumed Lease as of the Agreement Date.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Connecticut Light & Power Co), Purchase and Sale Agreement (New England Power Co)
Contracts and Leases. (a) Schedule Section 4.9(a) of the Disclosure Schedules sets forth a true, correct and complete list of all executory Contracts (including licenses of Intellectual Property) and Leases of each Seller as of the Agreement Date (other than any such Contracts and Leases that are listed as an exhibit material to any SEC Report and expressly identified to Buyer)the Business, and Sellers have delivered to Buyer true, correct and complete copies of all such Leases and Contracts (the “Material Contracts and Leases”), including, but not limited to:
(i) Contracts between any Seller and any Subsidiary Affiliate of the Seller;
(ii) except for any purchase orders or Contracts with Sellers’ advisors related to the Chapter 11 Cases, Contracts that involve (A) the performance of services or the sale of products of an amount or value in excess of $25,000 100,000 annually or (B) payments in excess of $25,000 100,000 annually, unless, in the case of clauses (A) and (B), terminable by a Seller on not more than thirty (30) days’ notice without Liability to any Seller;
(iii) Contracts with a fixed term with a remaining duration in excess of two (2) months following the Closing Date;
(iv) Contracts (A) for the acquisition or sale of assets involving aggregate consideration of $25,000 100,000 or more (other than sales of inventory in the ordinary course of business consistent with past practice), or (B) for the grant to any Person of any preferential rights to purchase any asset;
(v) Contracts relating to loans or advances to (other than advances to employees in respect of travel and entertainment expenses in the ordinary course of business in amounts of $1,000 or less to any individual on any date of determination), or investments in, any Person, or any Contracts involving a sharing of profits;
(vi) Contracts containing covenants purporting to restrict any Seller from competing with or otherwise legally or contractually restraining, limiting or impeding any Seller’s ability to compete with any Person or conduct any business or line of business or in any geographic location;
(vii) Contracts that contain “most favored nation” provisions, minimum annual purchase obligations (take or pay) or that contain penalties or repricing provisions (e.g., “retroactive discounts”) if certain minimum quantities are not purchased;
(viii) Contracts under which any Seller is either lessor or lessee, including the Leases;
(ix) any agreements containing non-solicitation or non-hire provisions binding upon any Seller;
(x) Contracts relating to any settlements with any Person, or any settlements, consent decrees, conciliations, or similar agreements with any Governmental Entity;
(xi) Contracts with any Governmental Entity;
(xii) Contracts relating to any Intellectual Property (other than unmodified licenses for off-the-shelf computer software that is readily commercially available) and any other Contracts relating, in any material respect, to any proprietary rights, including any royalty, development, assignment, settlement, coexistence, indemnification agreement and any agreements containing covenants not to sue or that otherwise restrict the use, enforcement, registration or other exploitation of any proprietary rights; and
(xiii) any commitment to do any of the foregoing.
(b) Subject to entry of the Sale Order, each of the Material Contracts and Leases is a legal, valid and binding obligation of the Seller party thereto and, to the Knowledge of Sellers, each other party to such Material Contract and Lease, and is enforceable against the applicable Seller and, to the Knowledge of Sellers, each other party thereto, in accordance with its terms, subject, in each case, to applicable bankruptcy, insolvency, moratorium, or other similar laws relating to creditors’ rights and general principles of equity. Other than with respect to the Chapter 11 Cases and filings and notices related thereto, no Seller has delivered any notice of any default or event that with notice or lapse of time or both would constitute a default under any of the Material Contracts and Leases, except for defaults that would not reasonably be expected to be material to the Business, taken as a whole, and no Seller has received any such notice from any other party to any of the Material Contracts and Leases. Other than with respect to the Chapter 11 Cases and disclosure made therein, no Seller has any material dispute with any counterparty to any of the Material Contracts and Leases. Following entry of the Bidding Procedures Orders, Sellers properly served a cure notice in accordance with the procedures set forth therein.
(c) Schedule Section 4.9(c) of the Disclosure Schedules sets forth a true, complete, and correct list of the Cure Costs with respect to each Material Contract and Lease or other Assumed Contract and Assumed Lease as of the Agreement Date.
Appears in 1 contract
Contracts and Leases. (a) Except for (w) the agreements and contracts listed on Schedule 4.9(a2.1(c), 2.1(e) sets forth or 2.1(h), (x) contracts that will expire prior to Closing (y) contracts or agreements that are immaterial and (z) contracts entered into between signing and Closing in accordance with this Agreement, the Seller is not a trueparty to (with respect to the Facility or the Acquired Assets), correct and complete list of all executory Contracts (including licenses of Intellectual Property) of each Seller as none of the Agreement Date Facility or Acquired Assets are subject to or bound by, any written contract or agreement that provides for the sale of any amount of capacity, ancillary services or energy from any of the Acquired Assets (whether or not entered into in the ordinary course of business), any interconnection agreement, coal supply or delivery agreement, operation and maintenance agreement, hedging (or similar) agreement, long term maintenance agreement, non-competition agreement restricting the operation of the Facility, agreement evidencing Indebtedness, agreement that provides for payments in excess of $1,000,000 per year, real estate lease, easement and other contract material to the Real Property, tax abatement agreement, partnership or joint venture or similar agreement, agreement of guarantee, surety, indemnification (other than standard indemnification provisions entered into in the ordinary course of business of Seller).
(b) Except as disclosed in Schedule 3.8(b), (i) each of the Contracts, Leases and Power Contracts constitutes a valid and binding obligation of Seller or its Affiliates and, to such Seller’s Knowledge, each other party thereto, (ii) Seller is not in material breach or default in any material respect under any of the Contracts, Leases and Power Contracts and, to Seller’s Knowledge, the other parties to the Contracts, Leases or Power Contracts are not in material breach or default in any material respect under any thereof (and in each such case no event exists that with the passage of time or the giving of notice would constitute such material breach or default), (iii) subject to receipt of any necessary consents, the Contracts, Leases and Power Contracts may be transferred to Buyer pursuant to this Agreement and Leases that are listed as an exhibit will continue in full force and effect thereafter, in each case without breaching the terms thereof or resulting in the forfeiture or impairment of any material rights thereunder and (iv) the Seller has not received notice from any other party to any SEC Report and expressly identified to Buyer)Contract, and Sellers have Lease or Power Contract of any threatened termination of such Contract, Lease or Power Contract. Seller has delivered or made available to Buyer true, correct and complete copies of all such of the Contracts, Leases and Contracts (the “Material or Power Contracts and Leases”), including, but not limited to:
(i) Contracts between any Seller and any Subsidiary of the Seller;
(ii) except for any purchase orders or Contracts with Sellers’ advisors related to the Chapter 11 Cases, Contracts that involve (A) the performance of services or the sale of products of an amount or value in excess of $25,000 annually or (B) payments in excess of $25,000 annually, unless, in the case of clauses (A) and (B), terminable by a Seller on not more than thirty (30) days’ notice without Liability to any Seller;
(iii) Contracts with a fixed term with a remaining duration in excess of two (2) months following the Closing Date;
(iv) Contracts (A) for the acquisition or sale of assets involving aggregate consideration of $25,000 or more (other than sales of inventory in the ordinary course of business consistent with past practice), or (B) for the grant to any Person of any preferential rights to purchase any asset;
(v) Contracts relating to loans or advances to (other than advances to employees in respect of travel and entertainment expenses in the ordinary course of business in amounts of $1,000 or less to any individual on any date of determination), or investments in, any Person, or any Contracts involving a sharing of profits;
(vi) Contracts containing covenants purporting to restrict any Seller from competing with or otherwise legally or contractually restraining, limiting or impeding any Seller’s ability to compete with any Person or conduct any business or line of business or in any geographic location;
(vii) Contracts that contain “most favored nation” provisions, minimum annual purchase obligations (take or pay) or that contain penalties or repricing provisions (e.g., “retroactive discounts”) if certain minimum quantities are not purchased;
(viii) Contracts under which any Seller is either lessor or lessee, including the Leases;
(ix) any agreements containing non-solicitation or non-hire provisions binding upon any Seller;
(x) Contracts relating to any settlements with any Person, or any settlements, consent decrees, conciliations, or similar agreements with any Governmental Entity;
(xi) Contracts with any Governmental Entity;
(xii) Contracts relating to any Intellectual Property (other than unmodified licenses for off-the-shelf computer software that is readily commercially available) and any other Contracts relating, in any material respect, to any proprietary rights, including any royalty, development, assignment, settlement, coexistence, indemnification agreement and any agreements containing covenants not to sue or that otherwise restrict the use, enforcement, registration or other exploitation of any proprietary rights; and
(xiii) any commitment to do any of the foregoingall amendments thereto.
(b) Subject to entry of the Sale Order, each of the Material Contracts and Leases is a legal, valid and binding obligation of the Seller party thereto and, to the Knowledge of Sellers, each other party to such Material Contract and Lease, and is enforceable against the applicable Seller and, to the Knowledge of Sellers, each other party thereto, in accordance with its terms, subject, in each case, to applicable bankruptcy, insolvency, moratorium, or other similar laws relating to creditors’ rights and general principles of equity. Other than with respect to the Chapter 11 Cases and filings and notices related thereto, no Seller has delivered any notice of any default or event that with notice or lapse of time or both would constitute a default under any of the Material Contracts and Leases, except for defaults that would not reasonably be expected to be material to the Business, taken as a whole, and no Seller has received any such notice from any other party to any of the Material Contracts and Leases. Other than with respect to the Chapter 11 Cases and disclosure made therein, no Seller has any material dispute with any counterparty to any of the Material Contracts and Leases. Following entry of the Bidding Procedures Orders, Sellers properly served a cure notice in accordance with the procedures set forth therein.
(c) Schedule 4.9(c) sets forth a true, complete, and correct list of the Cure Costs with respect to each Material Contract and Lease or other Assumed Contract and Assumed Lease as of the Agreement Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Connecticut Light & Power Co)
Contracts and Leases. (a) Schedule Section 4.9(a) of the Disclosure Schedules sets forth a true, correct and complete list of all executory Contracts (including licenses of Intellectual Property) of each Seller as of the Agreement Date (other than any such Contracts and Leases that are listed as an exhibit to any SEC Report and expressly identified to Buyer), and Sellers have delivered to Buyer true, correct and complete copies of all such Leases and Contracts (the “Material Contracts and Leases”), including, but not limited to:
(i) Contracts between any Seller and any Subsidiary of the Seller;
(ii) except for any purchase orders or Contracts with Sellers’ advisors related to the Chapter 11 Cases, Contracts that involve (A) the performance of services or the sale of products of an amount or value in excess of $25,000 annually or (B) payments in excess of $25,000 annually, unless, in the case of clauses (A) and (B), terminable by a Seller on not more than thirty (30) days’ notice without Liability to any Seller;
(iii) Contracts with a fixed term with a remaining duration in excess of two (2) months following the Closing Date;
(iv) Contracts (A) for the acquisition or sale of assets involving aggregate consideration of $25,000 or more (other than sales of inventory in the ordinary course of business consistent with past practice), or (B) for the grant to any Person of any preferential rights to purchase any asset;
(v) Contracts relating to loans or advances to (other than advances to employees in respect of travel and entertainment expenses in the ordinary course of business in amounts of $1,000 or less to any individual on any date of determination), or investments in, any Person, or any Contracts involving a sharing of profits;
(vi) Contracts containing covenants purporting to restrict any Seller from competing with or otherwise legally or contractually restraining, limiting or impeding any Seller’s ability to compete with any Person or conduct any business or line of business or in any geographic location;
(vii) Contracts that contain “most favored nation” provisions, minimum annual purchase obligations (take or pay) or that contain penalties or repricing provisions (e.g., “retroactive discounts”) if certain minimum quantities are not purchased;
(viii) Contracts under which any Seller is either lessor or lessee, including the Leases;
(ix) any agreements containing non-solicitation or non-hire provisions binding upon any Seller;
(x) Contracts relating to any settlements with any Person, or any settlements, consent decrees, conciliations, or similar agreements with any Governmental Entity;
(xi) Contracts with any Governmental Entity;
(xii) Contracts relating to any Intellectual Property (other than unmodified licenses for off-the-shelf computer software that is readily commercially available) and any other Contracts relating, in any material respect, to any proprietary rights, including any royalty, development, assignment, settlement, coexistence, indemnification agreement and any agreements containing covenants not to sue or that otherwise restrict the use, enforcement, registration or other exploitation of any proprietary rights; and
(xiii) any commitment to do any of the foregoing.
(b) Subject to entry of the Sale Order, each of the Material Contracts and Leases is a legal, valid and binding obligation of the Seller party thereto and, to the Knowledge of Sellers, each other party to such Material Contract and Lease, and is enforceable against the applicable Seller and, to the Knowledge of Sellers, each other party thereto, in accordance with its terms, subject, in each case, to applicable bankruptcy, insolvency, moratorium, or other similar laws relating to creditors’ rights and general principles of equity. Other than with respect to the Chapter 11 Cases and filings and notices related thereto, no Seller has delivered any notice of any default or event that with notice or lapse of time or both would constitute a default under any of the Material Contracts and Leases, except for defaults that would not reasonably be expected to be material to the Business, taken as a whole, and no Seller has received any such notice from any other party to any of the Material Contracts and Leases. Other than with respect to the Chapter 11 Cases and disclosure made therein, no Seller has any material dispute with any counterparty to any of the Material Contracts and Leases. Following entry of the Bidding Procedures Orders, Sellers properly served a cure notice in accordance with the procedures set forth therein.
(c) Schedule Section 4.9(c) of the Disclosure Schedules sets forth a true, complete, and correct list of the Cure Costs with respect to each Material Contract and Lease or other Assumed Contract and Assumed Lease as of the Agreement Date.
Appears in 1 contract
Samples: Asset Purchase Agreement (American Virtual Cloud Technologies, Inc.)
Contracts and Leases. (a) Schedule 4.9(a3.5(a) sets forth contains a true, correct complete and complete accurate list of all executory Contracts contracts, agreements, commitments, instruments and obligations (including licenses of Intellectual Propertywhether written or oral, contingent or otherwise) of each Seller as and all amendments and modifications thereto with respect to the ownership or operation of the Agreement Date (other than any such Contracts and Leases that are listed as an exhibit to any SEC Report and expressly identified to Buyer), and Sellers have delivered to Buyer true, correct and complete copies of all such Leases and Contracts Hospital or the Acquired Assets (the “Material Contracts and LeasesContracts”), including, but not limited to) involving:
(i) Contracts between any Seller and any Subsidiary of the SellerReal Property Leases;
(ii) except for the lease, as lessee or lessor, or license (as licensee or licensor) of any purchase orders personal property (tangible or Contracts with Sellers’ advisors related to the Chapter 11 Cases, Contracts that involve (A) the performance of services or the sale of products of an amount or value in excess of $25,000 annually or (B) payments in excess of $25,000 annually, unless, in the case of clauses (A) and (Bintangible), terminable by a Seller on not more than thirty (30) days’ notice without Liability to any Seller;
(iii) Contracts the recruitment, employment or engagement of any employee, consultant, or agent, other than arrangements with a fixed term with a remaining duration in excess of two (2) months following the Closing Datephysicians, and those arrangements that are terminable at will without severance obligation;
(iv) Contracts the recruitment, employment or engagement of any physician or physician group;
(Av) the purchase of supplies or products from, or for the acquisition performance of services by, a third party in excess of Ten Thousand Dollars ($10,000) per year in any individual case;
(vi) the performance of services, by Seller in excess of Ten Thousand Dollars ($10,000) per year in any individual case;
(vii) the incurrence of indebtedness or sale the making of assets involving aggregate consideration any loans, except for any advances of $25,000 reasonable expenses to employees, agents or more (other than sales of inventory physicians in the ordinary course of business of the Hospital as currently operated by Seller, consistent with past practice)practices;
(viii) any license, franchise or distributorship, or copyright, or any ideas, technical assistance or other know-how of or used by Seller;
(Bix) for any capital expenditures or the acquisition or construction of fixed assets requiring payment by Seller of Ten Thousand Dollars ($10,000) in the aggregate per annum;
(x) the grant to any Person third party of a Lien (other than Permitted Exceptions) on all or any material part of any preferential rights to purchase any assetAcquired Assets;
(vxi) Contracts relating to loans any joint venture or advances to (partnership or other than advances to employees in respect of travel and entertainment expenses in contract providing for the ordinary course of business in amounts of $1,000 or less to any individual on any date of determination), or investments in, any Person, or any Contracts involving a sharing of profits;
(vixii) Contracts containing covenants purporting any arrangement that prohibits Seller or any of its Affiliates from freely engaging or competing in business anywhere in the world or restricting the use of any Intellectual Property that is an Acquired Asset (other than as disclosed pursuant to restrict any Seller from competing with or otherwise legally or contractually restraining, limiting or impeding any Seller’s ability to compete with any Person or conduct any business or line of business or in any geographic location;
clause (vii) Contracts that contain “most favored nation” provisions, minimum annual purchase obligations (take or pay) or that contain penalties or repricing provisions (e.g., “retroactive discounts”) if certain minimum quantities are not purchasedhereof);
(viii) Contracts under which any Seller is either lessor or lessee, including the Leases;
(ix) any agreements containing non-solicitation or non-hire provisions binding upon any Seller;
(x) Contracts relating to any settlements with any Person, or any settlements, consent decrees, conciliations, or similar agreements with any Governmental Entity;
(xi) Contracts with any Governmental Entity;
(xii) Contracts relating to any Intellectual Property (other than unmodified licenses for off-the-shelf computer software that is readily commercially available) and any other Contracts relating, in any material respect, to any proprietary rights, including any royalty, development, assignment, settlement, coexistence, indemnification agreement and any agreements containing covenants not to sue or that otherwise restrict the use, enforcement, registration or other exploitation of any proprietary rights; and
(xiii) any commitment arrangement related to do the Hospital involving any Affiliate of Seller, the subject matter of which is an Acquired Asset or affects the operation of the foregoingHospital;
(xiv) any agreement between Seller and any Third Party Payor; and
(xv) any other arrangement that requires performance for a period of more than ninety (90) calendar days or that requires payments in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate in any twelve (12)-month period of time.
(b) Subject Seller has delivered to entry (or made available for inspection by) Purchaser true and complete copies of all of the Sale Order, each of the written Material Contracts and Leases Contracts. Each Material Contract is a legal, legally valid and binding obligation of the of, and enforceable by, Seller party thereto and, to the in accordance with its terms and is in full force and effect. To Seller’s Knowledge of Sellers, (i) each other party to such a Material Contract and Leaseis not in material breach or default, and is enforceable against the applicable Seller and, to the Knowledge of Sellers, each other party thereto, in accordance with its terms, subject, in each case, to applicable bankruptcy, insolvency, moratorium, or other similar laws relating to creditors’ rights and general principles of equity. Other than with respect to the Chapter 11 Cases and filings and notices related thereto, no Seller event has delivered any notice of any default or event occurred that with notice or a lapse of time or both would constitute a material breach or default under any and (ii) such Material Contracts are valid and binding obligations of the Material Contracts and Leases, other parties thereto enforceable in accordance with their respective terms except for any defaults that have been cured or waived or that would not reasonably be expected to be material to the Business, taken as a whole, and no Seller has received any such notice from any other party to any operations of the Material Contracts and Leases. Other than with respect to the Chapter 11 Cases and disclosure made therein, no Seller has any material dispute with any counterparty to any of the Material Contracts and Leases. Following entry of the Bidding Procedures Orders, Sellers properly served a cure notice in accordance with the procedures set forth thereinHospital.
(c) Schedule 4.9(c) sets forth a true, completeSeller is not in material breach or default, and correct list no event has occurred that with notice or a lapse of time would constitute a material breach or default, under the Cure Costs with respect to each terms of any Material Contract and Lease or other Assumed Contract and Assumed Lease as of the Agreement DateContract.
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