Contracts and Licenses. Copies of the Contract Documents, the Licenses, any certificates of occupancy, insurance policies applicable to the Property and any other documents evidencing rights described in Section 1.2 hereof;
Contracts and Licenses. Section 4.25(a) of the Disclosure Schedule sets forth all of the following Contracts to which the Company or any of its Subsidiaries is a party or by which it is bound (collectively, the “Material Contracts”):
(i) Contracts involving per annum payments in excess of $100,000 with suppliers, vendors, professional service providers, commercial agents, authorized dealers and distribution agents, that have a minimum term of more than one year or can be terminated by the Company or the respective Subsidiary only with notice of more than 30 days;
(ii) Contracts with any current officer or director of the Company or any of its Subsidiaries or any Affiliate (other than a Subsidiary) of the Company, and a list of all other benefits owed, paid or offered to them by the Company or any of its Subsidiaries, which are not made available to all Employees generally, including participations in profits, bonuses, option rights, premiums, profit-orientated bonus payments or similar plans;
(iii) Contracts with any labor union or association representing any employee of the Company or any of its Subsidiaries;
(iv) Contracts for the purchase or sale of any of the assets of the Company or any of its Subsidiaries for consideration in excess of $100,000;
(v) Contracts relating to the acquisition by the Company or any of its Subsidiaries of any operating business or the capital stock of any other Person, in each case for consideration in excess of $25,000;
(vi) Contracts relating to the incurrence of Indebtedness, or the making of any loans, in each case involving amounts in excess of $50,000;
(vii) Contracts for joint ventures, strategic alliances or partnerships;
(viii) Contracts containing covenants of the Company or any of its Subsidiaries not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with the Company or any of its Subsidiaries in any line of business or in any geographical area;
(ix) Contracts providing for severance, retention, change in control or other similar payments;
(x) Any other Contract which by its terms would prohibit or materially delay the consummation of the transactions contemplated hereunder;
(xi) Contracts pursuant to which the Company or any of its Subsidiaries (i) has acquired a license to use any material Intellectual Property (other than software and related Company Intellectual Property that is generally commercially available), or (ii) has granted to any third party any l...
Contracts and Licenses. Except for the permitted encumbrances, Seller is not bound or affected by any of the following that relate to the Business or the Assets: (i) loan agreement, mortgage, deed of trust, or other security agreement, which will not be satisfied prior to the Closing; (ii) guaranty or indemnification agreement; (iii) contract to purchase or sell the Assets; (iv) franchise, distributorship, or other similar agreement; (v) lease of real or personal property; (vi) non-competition covenant; (vii) option or right of first refusal; or (viii) any other agreement or commitment that would have a material adverse effect on the use and operation of the Assets or the Business. True and complete copies of all written Contracts and Licenses, and accurate written descriptions of all oral Contracts and Licenses, have been provided to Purchaser. There are no existing material defaults with respect to the Contracts, Licenses and Intellectual Property. 5.5
Contracts and Licenses. To the extent related to the Business, all rights and benefits under all contracts, governmental approvals, and other documents, commitments, arrangements, undertakings, or authorizations, including the contracts set forth in Schedule 1.1(d) (collectively, the “Transferred Contracts”);
Contracts and Licenses. (a) Brite shall use its best efforts to obtain all necessary consents, waivers, authorizations and approvals of all persons, firms or corporations required in connection with the execution, delivery and performance by Brite and the Company of this Agreement
(b) To the extent that the terms of any Contract or License require the consent of any third party to avoid giving any third party the right to cancel or terminate the Contract or License or impose extra charges or penalties in connection with the transactions contemplated by this Agreement, the assignment thereof to the Company will be deferred until such consent is received. With respect to Contracts, pending receipt of such consents, Brite will, to the extent legally permissible, subcontract performance to the Company, and the Company will receive in respect of its subcontract performance all payments earned under the Contract. If subcontracting is not permissible, then pending assignment the parties will cooperate to determine a reasonable arrangement that is designed to provide for Buyer the benefits intended to be assigned to the Company (and indirectly to Buyer) under the relevant Contract or License, including, without limitation, enforcement for the account of Buyer of any and all rights of Brite against the other party to any Contract arising out of the breach of cancellation of Contract by such other party. However, notwithstanding this Section 4.17(b), Brite will not be required to conduct the Business after the Closing, and Buyer will reimburse Brite for costs incurred by Brite pursuant to this Section 4.17(b) and will indemnify Brite against liabilities incurred in performance under this Section 4.17(b) pursuant to Section 5.3. The reimbursement and indemnification described in the preceding sentence shall not be subject to Section 5.7.
Contracts and Licenses. (a) Schedule 3.8(a) contains a true and accurate list of all material Contracts, including the Assigned Contracts, pursuant to which Seller enjoys any right or benefit or undertakes any obligation exclusively related to the Transferred Assets or the Program, other than (i) non-disclosure agreements; (ii) licenses granted to the Seller for off-the-shelf software; (iii) invention assignment agreements with employees, consultants and contractors that assign or grant to Seller or its Affiliate ownership of inventions and intellectual property developed in the course of providing services to Seller or its Affiliate by such employees, consultants and contractors; and (iv) the Excluded Contracts. Each of the Assigned Contracts is valid and binding on Seller or its Affiliate in accordance with its terms and is in full force and effect and enforceable by Seller or its Affiliate in accordance with its terms. Except as set forth on Schedule 3.8(a), no consents are necessary for the effective assignment to and assumption by the Buyer of any of the Assigned Contracts or the consummation of the Transaction (the “Contract Consents”). Except as set forth on Schedule 3.8(a), no Assigned Contract fails to comply in any material respect with any Healthcare Laws.
(b) The consummation of the Transaction will not, in and of itself, result in a breach by Seller of any Assigned Contract.
(c) Except as set forth in Schedule 3.8(c), there exists no default or event of default or event, occurrence, condition or act, with respect to Seller, or to Seller’s Knowledge, with respect to the other contracting party, which, with the giving of notice, the lapse of the time or the happening of any other event or conditions, may contravene, conflict with, or result in a violation in any material respect or breach of, or give Seller or other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any Assigned Contract, and Seller has neither given nor received from any other Person any written notice regarding any actual, alleged, possible, or potential violation or breach of, or default under, any Assigned Contract identified in Schedule 3.8(a). Except as set forth in Schedule 3.8(c), Seller has not received written notice of, and has no Knowledge of any intent to effect, the acceleration, cancellation, modification or termination of any Assigned Contract. True, correct and complete copies of all A...
Contracts and Licenses. The following Schedules list all contracts, licenses and agreements to which Seller is a party: 2.5(c)(i) with respect to Intellectual Property licensed or transferred to any third party; and 2.5(c)(ii) pursuant to which a third party has licensed or transferred any Intellectual Property to Seller, with a potential value or cost in excess of $10,000. Exhibit E is the form of agreement pursuant to which, Seller licenses Intellectual Property or products to third parties and Schedule 2.5(c)(iii) lists any agreements pursuant to which Seller has licensed any Intellectual Property or products to any third party that differs in any material respect from such agreement. The contracts, licenses and agreements listed on Schedules 2.5(c)(i), (ii) and (iii) are in full force and effect. The consummation of the transactions contemplated by this Agreement will neither violate nor result in the breach, modification, cancellation, termination or suspension of such contracts, licenses and agreements except as set forth in Schedule 2.5(a)(v). Seller is in compliance with, and has not breached any term of any of such contracts, licenses and agreements except as set forth in Schedule 2.5(c)(iv). Except as set forth in Schedule 2.5(c)(v) following the Closing Date, Buyer will be permitted to exercise all of Seller's rights under the contracts, licenses and agreements listed on Schedule 2.5(c)(i), (ii) and (iii) to the same extent Seller would have been able to had the transactions contemplated by this Agreement not occurred and without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay, except for the Assumed Liabilities at Closing. Schedule 2.5(c)(vi) lists all material contracts, licenses and agreements between Seller and any third party wherein or whereby Seller has agreed to, or assumed, any obligation or duty to warrant, indemnify, hold harmless or otherwise assume or incur any obligation or liability with respect to the infringement or misappropriation by Seller or such third party of the Intellectual Property of any third party.
Contracts and Licenses. (a) Property Owner Subsidiary’s interest in the Property is not subject to any outstanding agreement of sale, purchase option, right of first refusal (except for the Penn ROFO) or any other right or use, and there are no Persons in possession of the Property other than the GSA-IRS under the GSA-IRS Lease and Persons claiming through or under the GSA-IRS. Section 4.10(a) of the Disclosure Schedule sets forth a true and complete list of each Contract (other than any Organizational Document, Transaction Document, Existing CTL Financing Document, the MPO Leases or other agreement contemplated to be delivered in connection with the Closing) to which any Target Company Group Member is a party, or by which it or any of its assets is otherwise bound (collectively, “Relevant Target Company Group Contracts”). The Seller Parties have Made Available to Purchaser true, complete and accurate copies of each Relevant Target Company Group Contract. No Target Company Group Member is in breach or default of any Relevant Target Company Group Contract and, to the Knowledge of Seller, no other party thereto is in breach or default of any Relevant Target Company Group Contract, and, provided the Target Company Consents are obtained and/or filed on or before the Closing Date, no event has occurred which, with due notice or lapse of time or both, would constitute such a default. No Seller Group Member has received any written notice of any breach or default (which is outstanding) of, or termination of, any Relevant Target Company Group Contract. Each Relevant Target Company Group Contract is in full force and effect. Except for the existing property management agreement for the Property, there are no Relevant Target Company Group Contracts between a Target Company Group Member and Brandywine Realty Trust or any of its Affiliates. Except as set forth in Section 4.10(a)(1) of the Disclosure Schedule, no Target Company Group Member will have any liability to Seller or any Affiliate of Seller after Closing under any Relevant Target Company Group Contract.
(b) Section 4.10(b) of the Disclosure Schedule sets forth a true and complete list of each License to which any Target Company Group Member is a party, or by which it or any of its assets is otherwise bound (collectively, “Relevant Target Company Group Licenses”). The Seller Parties have Made Available to Purchaser true, complete and accurate copies of each Relevant Target Company Group License. No Target Company Group Member is in b...
Contracts and Licenses. 27 4.18. Supplemental Disclosure........................................28 4.19. HSR............................................................28 4.20.
Contracts and Licenses. The Sellers shall not agree to or permit any modification, alteration or amendment of any of the terms, provisions, or conditions, or any termination, of any of the Real Property Leases, the Real Property Contracts, the Other Contracts or the Required Permits.
