Contracts and Liabilities. (a) Except as may otherwise be expressly provided for in Schedule 6.13 heretofore delivered to Purchaser and certified as true and correct by the President of VTX, that Schedule sets forth all of the following contracts, commitments and obligations of, or which relate to the business of VTX and its Subsidiaries, written or otherwise, to which any of them is a party or by or to which any of them or their assets or properties are bound or subject which are not listed in any Schedule described in this Agreement and delivered to Purchaser, including, without limitation the following: (i) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representative; (ii) contracts and other agreements with any labor union or association representing any employee; (iii) contracts, commitments and other agreements for the sale of any of 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 the assets or properties of VTX or its Subsidiaries; (iv) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities; (v) contracts or other agreements under which VTX or any Subsidiary agrees to indemnify any party or to share tax liability of or with any Party; (vi) loan, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreement; (vii) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (viii) contracts, commitments and other agreements containing obligations or liabilities of any kind to or with any of the Sellers as such; (ix) contracts and other agreements containing covenants of VTX or 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 VTX or any Subsidiary in any line of business or in any geographical area (or not to solicit or accept any business); (x) contracts and other agreements relating to the acquisition by VTX or any of 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; (xi) options for the purchase of any asset, tangible or intangible; (xii) contracts and other agreements requiring the payment to any person of an override or similar commission or fee; (xiii) contracts and other agreements for the payment of fees or other consideration to any officer or director of VTX or any Subsidiary or to any other entity in which any of the foregoing has a direct or indirect interest; (xiv) contracts and other agreements relating to the borrowing of money; (xv) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by VTX or any Subsidiary, except for those orders, contracts and commitments which are less than $10,000 in amount or which cannot be canceled at will by VTX or any Subsidiary without penalty or premium; and (xvi) other contracts or business arrangements which are not made in the ordinary course of business. (b) Except as set forth in Schedule 6.13, all such contracts are valid, binding and enforceable and in full force and effect. Except as set forth in Schedule 6.13, neither VTX or any Subsidiary is in default under any such contract and there have been no claims of default and there 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 VTX or any Subsidiary. (c) Xxxx and Rind have delivered to Purchaser correct and complete copies of all of the written contracts and documents constituting commitments set forth in Schedule 6.13.
Appears in 1 contract
Samples: Securities Purchase Agreement (Ruskin Moscou Evans & Faltischek Pc/Fa)
Contracts and Liabilities. (a) Except as may otherwise be expressly provided for in Schedule 6.13 heretofore delivered to Purchaser and certified as true and correct by the President of VTX, that Schedule 5.15 sets forth all of the following contracts, contracts and commitments and obligations described below (collectively, the "Agreements") of, or which relate to the business of VTX and its SubsidiariesBusiness, written or otherwise, to which any of them Seller or ODM is a party or by or pursuant to which any either of them or their respective assets or properties are bound or subject and which are not listed in any Schedule described in this Agreement and delivered material to Purchaserthe Business, including, without limitation the followingAcquired Assets or ODM's assets:
(i1) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representativerepresentative of Seller or ODM;
(ii2) contracts and other agreements with any labor union or association representing any employee;
(iii3) contracts, commitments and other agreements for the sale of any of their respective 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 the its assets or properties of VTX or its Subsidiariesproperties;
(iv4) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities;
(v5) contracts or other agreements under which VTX or any Subsidiary either agrees to indemnify any party or to share tax liability of or with any Partyparty;
(vi6) loan, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreement;
(vii7) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements;
(viii) 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 Sellers as suchcase may be;
(ix9) contracts and other agreements containing covenants of VTX either Seller or any Subsidiary 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 VTX or any Subsidiary Seller in any line of business or in any geographical area (or not to solicit or accept any business);
(x10) contracts and other agreements relating to the acquisition by VTX either Seller or ODM of any of its Subsidiaries of (a) operating business or 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;
(xi11) options for the purchase of any asset, tangible or intangible;
(xii12) contracts and other agreements requiring the payment to any person of an incentive payment override or similar commission or fee;
(xiii13) contracts and other agreements for the payment of fees or other consideration to any officer or director of VTX either Seller, ODM or any Subsidiary OTC, or to any other entity in which any of the foregoing has a direct or indirect interest;
(xiv14) contracts and other agreements relating to the borrowing of money;
(xv15) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by VTX either Seller or any SubsidiaryODM, except for those orders, contracts and commitments which are less than $10,000 in amount or which cannot be canceled cancelled at will by VTX Seller or any Subsidiary ODM, as the case may be, without penalty or premium; and;
(xvi16) 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 6.135.15, all such contracts are valid, binding and enforceable and in full force and effect. Except as set forth in Schedule 6.135.15, neither VTX or any Subsidiary Seller nor ODM is in default under any such contract and there have been no claims of default defaults and there are exist 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 VTX Seller or any SubsidiaryODM.
(c) Xxxx and Rind There have been delivered to Purchaser complete and correct and complete copies of all of the written contracts Agreements and documents constituting commitments set forth in Schedule 6.13summaries of any Agreements that are not reduced to writing.
Appears in 1 contract
Contracts and Liabilities. (a) Except as may otherwise be expressly provided for in Schedule 6.13 heretofore delivered to Purchaser and certified as true and correct by the President of VTX, that Schedule 5.15 sets forth all of the following contracts, contracts and commitments and obligations described below (collectively, the "Agreements") of, or which relate to the business of VTX and its SubsidiariesBusiness, written or otherwise, to which any of them Seller or ODM is a party or by or pursuant to which any either of them or their respective assets or properties are bound or subject and which are not listed in any Schedule described in this Agreement and delivered material to Purchaserthe Business, including, without limitation the followingAcquired Assets or ODM's assets:
(i1) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representativerepresentative of Seller or ODM;
(ii2) contracts and other agreements with any labor union or association representing any employee;
(iii3) contracts, commitments and other agreements for the sale of any of their respective 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 the its assets or properties of VTX or its Subsidiariesproperties;
(iv4) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities;
(v5) contracts or other agreements under which VTX or any Subsidiary either agrees to indemnify any party or to share tax liability of or with any Partyparty;
(vi6) loan, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreement;
(vii7) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements;
(viii) 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 Sellers as suchcase may be;
(ix9) contracts and other agreements containing covenants of VTX either Seller or any Subsidiary 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 VTX or any Subsidiary Seller in any line of business or in any geographical area (or not to solicit or accept any business);
(x10) contracts and other agreements relating to the acquisition by VTX either Seller or ODM of any of its Subsidiaries of (a) operating business or 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;
(xi11) options for the purchase of any asset, tangible or intangible;
(xii12) contracts and other agreements requiring the payment to any person of an incentive payment override or similar commission or fee;
(xiii13) contracts and other agreements for the payment of fees or other consideration to any officer or director of VTX either Seller, ODM or any Subsidiary OTC, or to any other entity in which any of the foregoing has a direct or indirect interest;
(xiv14) contracts and other agreements relating to the borrowing of money;
(xv15) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by VTX either Seller or any SubsidiaryODM, except for those orders, contracts and commitments which are less than $10,000 in amount or which cannot be canceled cancelled at will by VTX Seller or any Subsidiary ODM, as the case may be, without penalty or premium; and;
(xvi16) 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 6.135.15, all such contracts are valid, binding and enforceable and in full force and effect. Except as set forth in Schedule 6.135.15, neither VTX or any Subsidiary Seller nor ODM is in default under any such contract and there have been no claims of default defaults and there are exist 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 VTX Seller or any SubsidiaryODM.
(c) Xxxx and Rind There have been delivered to Purchaser complete and correct and complete copies of all of the written contracts Agreements and documents constituting commitments set forth in Schedule 6.13summaries of any Agreements that are not reduced to writing.
Appears in 1 contract
Contracts and Liabilities. (a) Except as may otherwise be expressly provided for in Schedule 6.13 5.15 heretofore delivered to Purchaser and certified as true and correct by the President of VTXDrew, that Schedule sets forth all of the following contracts, commitments and obligations of, or which relate to the business of VTX and its Subsidiariesof, Drew, written or otherwise, to which any have a duration of them is a party at least one year or by which require the purchase or delivery of goods or services of the value of $100,000 or more, or to which any of them it or their its assets or properties are bound or subject which are not listed in any Schedule described in this Agreement and delivered to Purchaser, including, without limitation the following:
(i) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representativerepresentative (including the Shareholders);
(ii) contracts and other agreements with any labor union or association representing any employee;
(iii) contracts, commitments and other agreements for the sale of any of their respective 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 the Drew's assets or properties of VTX or its Subsidiariesproperties;
(iv) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities;
(v) contracts or other agreements under which VTX or any Subsidiary Drew agrees to indemnify any party or to share tax liability of or with any Party;
(vi) loan, indenture, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreementagreements;
(vii) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements;
(viii) contracts, commitments and other agreements containing obligations or liabilities of any kind to or with any either of the Sellers Shareholders as such;
(ix) contracts and other agreements containing covenants of VTX or any Subsidiary 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 VTX or any Subsidiary Drew in any line of business or in any geographical area (or not to solicit or accept any business);
(x) contracts and other agreements relating to the pending or consummated acquisition by VTX or any of its Subsidiaries Drew 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;
(xi) options for the purchase of any asset, tangible or intangible;
(xii) contracts and other agreements requiring the payment to any person of an override override, finders fee, referral fee or similar commission or fee;
(xiii) contracts and other agreements for the payment of fees or other consideration to any officer or director of VTX or any Subsidiary Drew or to any other entity in which any of the foregoing has a direct or indirect interest;
(xiv) contracts and other agreements relating to the borrowing of money;
(xv) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by VTX or any SubsidiaryDrew, except for those orders, contracts and commitments which are less than $10,000 100,000 in amount or which cannot be canceled at will by VTX or any Subsidiary Drew without penalty or premium; and;
(xvi) other contracts or business arrangements which are not made in the ordinary course of business.;
(bxvii) Except as set forth in Schedule 6.13, all such contracts are valid, binding Close Corporation agreement among Shareholders and enforceable and in full force and effect. Except as set forth in Schedule 6.13, neither VTX or any Subsidiary is in default under any such contract and there have been no claims of default and there 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 VTX or any Subsidiary.Drew;
(cxviii) Xxxx and Rind have delivered agreement, arrangements or understanding with any local, state or federal agency or authority, including agencies administering medicare or medicaid concerning payment or reimbursement to Purchaser correct and complete copies Drew or its designee from the sale of all any of the written contracts and documents constituting commitments set forth in Schedule 6.13.its products or services; and
Appears in 1 contract
Contracts and Liabilities. (a) a. Except as may otherwise be expressly provided for in on Schedule 6.13 5.15 heretofore delivered to Purchaser and certified as true and correct by the President of VTXSedeco, that Schedule sets forth all of the following contracts, commitments and obligations of, or which relate to the business of VTX and its SubsidiariesSedeco, written or otherwise, to which any of them it is a party or by or to which any of them it or their its assets or properties are bound or subject and which are not listed in any Schedule described in this Agreement and delivered all events material to Purchaserthe business, including, without limitation the followingproperties or assets of Sedeco:
(i1) contracts, commitments and other agreements with any current or former officer, director, employee, independent contractor, consultant, agent or other representativerepresentative (including the Shareholder);
(ii2) contracts and other agreements with any labor union or association representing any employee;
(iii3) contracts, commitments and other agreements for the sale of any of their respective 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 the Sedeco's assets or properties of VTX or its Subsidiariesproperties;
(iv4) joint venture or other agreements involving sharing of profits or joint ownership of assets or sharing of obligations or liabilities;
(v5) contracts or other agreements under which VTX or any Subsidiary Sedeco agrees to indemnify any party or to share tax liability of or with any Partyparty;
(vi6) loan, factoring, credit line, security, collateral assignment or pledge agreement, guaranty, subordination or similar type agreement;
(vii7) contracts, commitments and other agreements with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements;
(viii) 8) contracts, commitments and other agreements containing obligations or liabilities of any kind to or with any of the Sellers Shareholder as such;
(ix9) contracts and other agreements containing covenants of VTX or any Subsidiary 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 VTX or any Subsidiary Sedeco in any line of business or in any geographical area (or not to solicit or accept any business);
(x10) contracts and other agreements relating to the acquisition by VTX Sedeco of any operating business or any of 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;
(xi11) options for the purchase of any asset, tangible or intangible;
(xii12) contracts and other agreements requiring the payment to any person of an override or similar commission or fee;
(xiii13) contracts and other agreements for the payment of fees or other consideration to any officer or director of VTX or any Subsidiary Sedeco or to any other entity in which any of the foregoing has a direct or indirect interest;
(xiv14) contracts and other agreements relating to the borrowing of money;
(xv15) purchase orders, contracts and commitments for the purchase or sale of any goods or services to or by VTX or any SubsidiarySedeco, except for those orders, contracts and commitments which are less than $10,000 in amount or which cannot be canceled at will by VTX or any Subsidiary Sedeco without penalty or premium; and
(xvi16) other contracts or business arrangements which are not made in the ordinary course of business.
(b) b. Except as set forth in Schedule 6.135.15, all such contracts are valid, binding and enforceable and in full force and effect. Except as set forth in Schedule 6.135.15, neither VTX or any Subsidiary Sedeco is not in default under any such contract and there have been no claims of default defaults and to the knowledge of the Shareholder there 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 VTX or any SubsidiarySedeco.
(c) Xxxx and Rind c. There have been delivered to Purchaser complete and correct and complete copies of all of the written contracts and documents constituting commitments set forth in on Schedule 6.135.15.
Appears in 1 contract
Samples: Stock Purchase Agreement (Hirsch International Corp)
