Common use of Contracts and Liabilities Clause in Contracts

Contracts and Liabilities. (a) Schedule 5.15 sets forth all of the contracts and commitments and obligations described below (collectively, the "Agreements") of, or which relate to the Business, written or otherwise, to which Seller or ODM is a party pursuant to which either of them or their respective assets or properties are bound or subject and which are material to the Business, the Acquired Assets or ODM's assets: (1) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representative of Seller or ODM; (2) contracts and other agreements with any labor union or association representing any employee; (3) contracts, commitments and other agreements for the sale of any of its assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its assets or properties; (4) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities; (5) contracts or other agreements under which either agrees to indemnify any party or to share tax liability of or with any party; (6) loan, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreement; (7) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (8) contracts, commitments and other agreements containing obligations or liabilities of any kind to or with any of Seller, ODM or OTC or any affiliate of any of them, as the case may be; (9) contracts and other agreements containing covenants of either Seller or ODM not to compete in any line of business or with any person in any geographical area (or not to solicit or accept any business) or covenants of any other person not to compete with Seller in any line of business or in any geographical area (or not to solicit or accept any business); (10) contracts and other agreements relating to the acquisition by either Seller or ODM of any operating business or the capital shares of any other person; (11) options for the purchase of any asset, tangible or intangible; (12) contracts and other agreements requiring the payment to any person of an incentive payment override or similar commission or fee; (13) contracts and other agreements for the payment of fees or other consideration to any officer or director of either Seller, ODM or OTC, or to any other entity in which any of the foregoing has a direct or indirect interest; (14) contracts and other agreements relating to the borrowing of money; (15) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by either Seller or ODM, except for those orders, contracts and commitments which are less than $10,000 in amount or which cannot be cancelled at will by Seller or ODM, as the case may be, without penalty or premium; (16) other contracts or business arrangements which are not made in the ordinary course of business; (17) any agreement or arrangements related to the business, assets or operations of ODM or the Maquiladora Arrangement; and (18) any quotations for the production or design of any product or the rendering of any services. (b) Except as set forth in Schedule 5.15, all such contracts are valid, binding and enforceable and in full force and effect. Except as set forth in Schedule 5.15, neither Seller nor ODM is in default under any such contract and there have been no claims of defaults and there exist no factors or conditions which with the passage of time or giving of notice or both would constitute such a default or in any case in which such default would give rise to a right of termination by the other party thereto or which would result in any material cost, expense or penalty to Seller or ODM. (c) There have been delivered to Purchaser complete and correct copies of all of the Agreements and summaries of any Agreements that are not reduced to writing.

Contracts and Liabilities. (a) Schedule 5.15 heretofore delivered to Purchaser and certified as true and correct by the President of Drew, sets forth all of the contracts and following contracts, commitments and obligations described below (collectively, the "Agreements") of, or which relate to the Businessbusiness of, Drew, written or otherwise, which have a duration of at least one year or which require the purchase or delivery of goods or services of the value of $100,000 or more, or to which Seller it or ODM is a party pursuant to which either of them or their respective its assets or properties are bound or subject and which are material not listed in any Schedule described in this Agreement and delivered to Purchaser, including, without limitation the Business, the Acquired Assets or ODM's assetsfollowing: (1i) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representative of Seller or ODM(including the Shareholders); (2ii) contracts and other agreements with any labor union or association representing any employee; (3iii) contracts, commitments and other agreements for the sale of any of its assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its Drew's assets or properties; (4iv) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities; (5v) contracts or other agreements under which either Drew agrees to indemnify any party or to share tax liability of or with any partyParty; (6vi) loan, indenture, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreementagreements; (7vii) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (8) viii) contracts, commitments and other agreements containing obligations or liabilities of any kind to or with any either of Seller, ODM or OTC or any affiliate of any of them, the Shareholders as the case may besuch; (9ix) contracts and other agreements containing covenants of either Seller or ODM Drew not to compete in any line of business or with any person in any geographical area (or not to solicit or accept any business) or covenants of any other person not to compete with Seller Drew in any line of business or in any geographical area (or not to solicit or accept any business); (10x) contracts and other agreements relating to the pending or consummated acquisition by either Seller or ODM Drew of any operating business or (a) the capital shares of any other person; or (b) any operating business including the assumption of any lease and acquisition by consignment of any inventory; (11xi) options for the purchase of any asset, tangible or intangible; (12xii) contracts and other agreements requiring the payment to any person of an incentive payment override override, finders fee, referral fee or similar commission or fee; (13xiii) contracts and other agreements for the payment of fees or other consideration to any officer or director of either Seller, ODM or OTC, Drew or to any other entity in which any of the foregoing has a direct or indirect interest; (14xiv) contracts and other agreements relating to the borrowing of money; (15xv) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by either Seller or ODMDrew, except for those orders, contracts and commitments which are less than $10,000 100,000 in amount or which cannot be cancelled canceled at will by Seller or ODM, as the case may be, Drew without penalty or premium; (16xvi) other contracts or business arrangements which are not made in the ordinary course of business; (17xvii) Close Corporation agreement among Shareholders and Drew; (xviii) agreement, arrangements or understanding with any agreement local, state or arrangements related federal agency or authority, including agencies administering medicare or medicaid concerning payment or reimbursement to Drew or its designee from the business, assets or operations of ODM or the Maquiladora Arrangement; and (18) any quotations for the production or design sale of any product of its products or the rendering of any services. (b) Except as set forth in Schedule 5.15, all such contracts are valid, binding and enforceable and in full force and effect. Except as set forth in Schedule 5.15, neither Seller nor ODM is in default under any such contract and there have been no claims of defaults and there exist no factors or conditions which with the passage of time or giving of notice or both would constitute such a default or in any case in which such default would give rise to a right of termination by the other party thereto or which would result in any material cost, expense or penalty to Seller or ODM. (c) There have been delivered to Purchaser complete and correct copies of all of the Agreements and summaries of any Agreements that are not reduced to writing.; and

Contracts and Liabilities. (a) Except as may otherwise be expressly provided for in Schedule 5.15 6.13 heretofore delivered to Purchaser and certified as true and correct by the President of VTX, that Schedule sets forth all of the contracts and following contracts, commitments and obligations described below (collectively, the "Agreements") of, or which relate to the Businessbusiness of VTX and its Subsidiaries, written or otherwise, to which Seller or ODM any of them is a party pursuant or by or to which either any of them or their respective assets or properties are bound or subject and which are material not listed in any Schedule described in this Agreement and delivered to Purchaser, including, without limitation the Business, the Acquired Assets or ODM's assetsfollowing: (1i) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representative of Seller or ODMrepresentative; (2ii) contracts and other agreements with any labor union or association representing any employee; (3iii) contracts, commitments and other agreements for the sale of any of its their respective assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its the assets or propertiesproperties of VTX or its Subsidiaries; (4iv) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities; (5v) contracts or other agreements under which either VTX or any Subsidiary agrees to indemnify any party or to share tax liability of or with any partyParty; (6vi) loan, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreement; (7vii) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (8) viii) contracts, commitments and other agreements containing obligations or liabilities of any kind to or with any of Seller, ODM or OTC or any affiliate of any of them, the Sellers as the case may besuch; (9ix) contracts and other agreements containing covenants of either Seller VTX or ODM any Subsidiary not to compete in any line of business or with any person in any geographical area (or not to solicit or accept any business) or covenants of any other person not to compete with Seller VTX or any Subsidiary in any line of business or in any geographical area (or not to solicit or accept any business); (10x) contracts and other agreements relating to the acquisition by either Seller VTX or ODM any of any operating business or its Subsidiaries of (a) the capital shares of any other person; or (b) any operating business including the assumption of any lease and acquisition by consignment of any inventory; (11xi) options for the purchase of any asset, tangible or intangible; (12xii) contracts and other agreements requiring the payment to any person of an incentive payment override or similar commission or fee; (13xiii) contracts and other agreements for the payment of fees or other consideration to any officer or director of either Seller, ODM VTX or OTC, any Subsidiary or to any other entity in which any of the foregoing has a direct or indirect interest; (14xiv) contracts and other agreements relating to the borrowing of money; (15xv) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by either Seller VTX or ODMany Subsidiary, except for those orders, contracts and commitments which are less than $10,000 in amount or which cannot be cancelled canceled at will by Seller VTX or ODM, as the case may be, any Subsidiary without penalty or premium;; and (16xvi) other contracts or business arrangements which are not made in the ordinary course of business; (17) any agreement or arrangements related to the business, assets or operations of ODM or the Maquiladora Arrangement; and (18) any quotations for the production or design of any product or the rendering of any services. (b) Except as set forth in Schedule 5.156.13, all such contracts are valid, binding and enforceable and in full force and effect. Except as set forth in Schedule 5.156.13, neither Seller nor ODM VTX or any Subsidiary is in default under any such contract and there have been no claims of defaults default and there exist are no existing factors or conditions which with the passage of time or giving of notice or both would constitute such a default or in any case in which such default would give rise to a right of termination by the other party thereto or which would result in any material cost, expense or penalty to Seller VTX or ODMany Subsidiary. (c) There ▇▇▇▇ and Rind have been delivered to Purchaser correct and complete and correct copies of all of the Agreements written contracts and summaries of any Agreements that are not reduced to writingdocuments constituting commitments set forth in Schedule 6.13.

Contracts and Liabilities. (a) a. Except as may otherwise be expressly provided for on Schedule 5.15 heretofore delivered to Purchaser and certified as true and correct by the President of Sedeco, that Schedule sets forth all of the contracts and following contracts, commitments and obligations described below (collectively, the "Agreements") of, or which relate to the Businessbusiness of Sedeco, written or otherwise, to which Seller or ODM it is a party pursuant or by or to which either of them it or their respective its assets or properties are bound or subject and which are in all events material to the Businessbusiness, the Acquired Assets properties or ODM's assetsassets of Sedeco: (1) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representative of Seller or ODM(including the Shareholder); (2) contracts and other agreements with any labor union or association representing any employee; (3) contracts, commitments and other agreements for the sale of any of its Sedeco's assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its Sedeco's assets or properties; (4) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities; (5) contracts or other agreements under which either Sedeco agrees to indemnify any party or to share tax liability of or with any party; (6) loan, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreement; (7) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (8) contracts, commitments and other agreements containing obligations or liabilities of any kind to or with any of Seller, ODM or OTC or any affiliate of any of them, the Shareholder as the case may besuch; (9) contracts and other agreements containing covenants of either Seller or ODM Sedeco not to compete in any line of business or with any person in any geographical area (or not to solicit or accept any business) or covenants of any other person not to compete with Seller Sedeco in any line of business or in any geographical area (or not to solicit or accept any business); (10) contracts and other agreements relating to the acquisition by either Seller or ODM Sedeco of any operating business or the capital shares of any other person; (11) options for the purchase of any asset, tangible or intangible; (12) contracts and other agreements requiring the payment to any person of an incentive payment override or similar commission or fee; (13) contracts and other agreements for the payment of fees or other consideration to any officer or director of either Seller, ODM or OTC, Sedeco or to any other entity in which any of the foregoing has a direct or indirect interest; (14) contracts and other agreements relating to the borrowing of money; (15) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by either Seller or ODMSedeco, except for those orders, contracts and commitments which are less than $10,000 in amount or which cannot be cancelled canceled at will by Seller or ODM, as the case may be, Sedeco without penalty or premium;; and (16) other contracts or business arrangements which are not made in the ordinary course of business; (17) any agreement or arrangements related to the business, assets or operations of ODM or the Maquiladora Arrangement; and (18) any quotations for the production or design of any product or the rendering of any services. (b) b. Except as set forth in Schedule 5.15, all such contracts are valid, binding and enforceable and in full force and effect. Except as set forth in Schedule 5.15, neither Seller nor ODM Sedeco is not in default under any such contract and there have been no claims of defaults and to the knowledge of the Shareholder there exist are no existing factors or conditions which with the passage of time or giving of notice or both would constitute such a default or in any case in which such default would give rise to a right of termination by the other party thereto or which would result in any material cost, expense or penalty to Seller or ODMSedeco. (c) c. There have been delivered to Purchaser complete and correct copies of all of the Agreements written contracts and summaries of any Agreements that are not reduced to writingdocuments constituting commitments set forth on Schedule 5.15.

Contracts and Liabilities. (a) Schedule 5.15 sets forth all of the contracts and commitments and obligations described below (collectively, the "Agreements") of, or which relate to the Business, written or otherwise, to which Seller or ODM is a party pursuant to which either of them or their respective assets or properties are bound or subject and which are material to the Business, the Acquired Assets or ODM's assets: (1) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representative of Seller or ODM; (2) contracts and other agreements with any labor union or association representing any employee; (3) contracts, commitments and other agreements for the sale of any of its assets or properties other than in the ordinary course of business or for the grant to any person of any preferential rights to purchase any of its assets or properties; (4) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities; (5) contracts or other agreements under which either agrees to indemnify any party or to share tax liability of or with any party; (6) loan, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreement; (7) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (8) contracts, commitments and other agreements containing obligations or liabilities of any kind to or with any of Seller, ODM or OTC or any affiliate of any of them, as the case may be; (9) contracts and other agreements containing covenants of either Seller or ODM not to compete in any line of business or with any person in any geographical area (or not to solicit or accept any business) or covenants of any other person not to compete with Seller in any line of business or in any geographical area (or not to solicit or accept any business); (10) contracts and other agreements relating to the acquisition by either Seller or ODM of any operating business or the capital shares of any other person; (11) options for the purchase of any asset, tangible or intangible; (12) contracts and other agreements requiring the payment to any person of an incentive payment override or similar commission or fee; (13) contracts and other agreements for the payment of fees or other consideration to any officer or director of either Seller, ODM or OTC, or to any other entity in which any of the foregoing has a direct or indirect interest; (14) contracts and other agreements relating to the borrowing of money; (15) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by either Seller or ODM, except for those orders, contracts and commitments which are less than $10,000 in amount or which cannot be cancelled at will by Seller or ODM, as the case may be, without penalty or premium; (16) other contracts or business arrangements which are not made in the ordinary course of business; (17) any agreement or arrangements related to the business, assets or operations of ODM or the Maquiladora Arrangement; and and (18) any quotations for the production or design of any product or the rendering of any services. (b) Except as set forth in Schedule 5.15, all such contracts are valid, binding and enforceable and in full force and effect. Except as set forth in Schedule 5.15, neither Seller nor ODM is in default under any such contract and there have been no claims of defaults and there exist no factors or conditions which with the passage of time or giving of notice or both would constitute such a default or in any case in which such default would give rise to a right of termination by the other party thereto or which would result in any material cost, expense or penalty to Seller or ODM. (c) There have been delivered to Purchaser complete and correct copies of all of the Agreements and summaries of any Agreements that are not reduced to writing.