Contracts and Obligations. Schedule 1.1.6 includes an accurate and complete list as of the date hereof and as of the Closing Date, of the Contracts and identifies each Contract by the parties thereto and the date, subject matter and term thereof. All Contracts are valid and binding upon Seller and are valid and binding on each other party thereto. With respect to each of the Contracts, neither Seller, nor any other party thereto is in breach thereof or default thereunder, and there does not exist any event, condition or omission which would constitute such breach or default (whether by lapse of time or notice or both), except for such breaches, defaults and events as to which requisite waivers or consents have been obtained. Buyer shall have no obligation to retain any employee and there are no employment contracts that will be binding on Buyer after Closing.
Contracts and Obligations. Except as otherwise expressly provided in this Agreement, no contract, obligation or liability of any kind or type can be entered into on behalf of the Company, other than by a Director or an Officer acting with the consent of the Board of Directors.
Contracts and Obligations. The Company Disclosure Schedule sets forth a true and complete list of the following agreements and instruments to which the Company is a party: (a) all executory contracts, agreements and instruments having a total contract price in excess of $50,000; (b) all contracts, agreements or instruments which are in the nature of teaming agreements, joint venture agreements, non-compete agreements, franchise agreements, exclusive license agreements or other similar agreements restricting access to any business opportunity of the Company; (c) all loan or debt agreements, guarantees, indemnities and bonding commitments; (d) all license or technology transfer agreements; (e) all leases, subleases and equipment leases, having a total contract price in excess of $50,000; (f) all agreements between the Company, on the one hand, and any of the officers, directors or stockholders; (g) all material agreements between the Company, on the one hand, and any other employees of the Company on the other hand; (h) all material licenses or permits issued by any government agency or authority for the benefit of the Company and/or one or more of the Company Subsidiaries; (i) any management or consultation agreement not terminable at will without liability; (j) any contracts or agreements requiring the payment of fees or commissions in connection with any sale of all or substantially all of the Company's stock or assets or any sale of a substantial interest in the Company; and (k) any other agreement which materially affects the Company's business, financial position or operating results or which was entered into other than in the Ordinary Course of Business (collectively, the "Material Contracts"). The Company has delivered to the Buyer true and complete copies of each of the Material Contracts. The Company is not in material violation of, or in default with respect to, any Material Contract and the Material Contracts are valid, binding and enforceable, subject only to applicable bankruptcy, insolvency and similar laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. To the Knowledge of the Company, the relationships between the Company and the other parties to each of the Material Contacts are in good standing, and no such other contract party has canceled or terminated, or threatened to cancel, terminate or change in any manner adverse to the Company such relationship or the terms of any Material Contract.
Contracts and Obligations. Set forth in Schedule 4.15 is a list of ------------------------- all material written and oral agreements, contracts, indebtedness, liabilities and other obligations to which Sunelco is a party or by which it is bound which (a) obligate Sunelco to share, license or develop any product or technology; (b) involve transactions or proposed transactions between Sunelco and its officers, directors, stockholders, affiliates or any affiliate thereof; (c) involve strategic arrangements or cooperation agreements;
(d) involve commitments for inventory items or supplies in excess of $10,000; (e) are for a term longer than twelve (12) months; (f) are written distribution or dealer agreements; (g) are with the United States of America; or (h) involve receipts or expenditures by Sunelco greater than $50,000 in any twelve-month period. Copies of written, and summaries of oral, agreements, contracts, indebtedness, liabilities and obligations have been made available for inspection by Photocomm. True and correct copies of the foregoing shall be delivered to Photocomm at Closing. All such agreements are legal, valid and binding obligations and are in full force and effect in all respects. Except as set forth in Schedule 4.15, Sunelco has avoided every condition and has not performed any act the occurrence of which would result in Sunelco's loss of any right granted under any license, distribution or other agreement.
Contracts and Obligations. The Excel Group (a.k.a. Achieve Human Services) Application Subscription Agreement ContentDistributor PACE+ Subscription License (Self Hosting)-Attachment 61 Corazon Behavioral Health (a.k.a. Corazon) Application Service Provider and Professional Service Agreement ContentDistributor PACE-Attachment 62 Helping Associates Application Service Provider Agreement Content Distributor, PACE/PACE+ - Attachment 63 Marc Center Service Agreement (a.k.a. Marc Community Resources) ContentDistributor PACE+-Attachment 64 Mental Health Mental Retardation of Tarrant County Professional Services Agreement Support Services for PACE+- Contract through September 30th, 2014-Attachment 65 Navajo Nation Division of Health Services Contract for PACE+ -Attachment 66 County of Orange NY Agreement for Vendor Services for PACE+ SOC-Attachment 67 Pete’s Fish and Chips Service Agreement-Attachment 68 B & G Equipment Service Agreement-Attachment 69 San Tan Behavioral Health Services Application Service Provider Agreement ContentDistributor PACE+ SaaS Subscription License-Attachment 70 N.E.W. Mental Health Connection (a.k.a. NEW MHC) Application Service Provider Agreement ContentDistributor PACE+/PACE+ System of Care SaaS Subscription License-Attachment 71 Ohio Department of Mental Health and Addiction Service PACE+ SOC Attachment 77 (NEW CONTRACT) Joint Partnership Agreement-Proprietary information, not disclosed. Webzilla (data center hosting) lease month to month Orange County Addendum- Attachment 67a (NEW CONTRACT) The Art Station Agreement- Attachment 78 (NEW CONTRACT) Santa Fe Youth Services Agreement- Attachment 79 (NEW CONTRACT) The Parenting Center Agreement- Attachment 80 (NEW CONTRACT) None Seller will provide when closing date is finalized.
Contracts and Obligations. (a) The Data Room Documents contained copies of all contracts material to the business of the Group Companies to which the Group Companies are party:
(i) the performance of which commits any of the Group Companies to pay an annual amount greater than € 200,000 per contract;
(ii) which accounted for more than 3% of the consolidated turnover of the Group Companies for the preceding financial year or covering the sale of products and/or services for more than € 100,000 per year;
(iii) whose term exceeds one year or is unlimited (with the exception of labour agreements), and which may not be terminated by the Group Company which is a party thereto without more than six months’ notice and/or payment of an indemnity;
(iv) giving rise to the payment by any of the Group Companies of fees or of consideration in another form greater than € 100,000 in any year in return for business brought to the relevant Group Company by a third party;
(v) relating to profit-sharing or which provide for a remuneration on the basis of profits or turnover and in each case under which any Group Companies has paid an amount greater than € 50,000 in 2005;
(vi) which do not fall within the scope of the relevant Group Company’s normal day-to-day business, or which are entered into under terms other than those usually granted to independent parties;
(vii) which contain any clauses entitling the third parties to terminate or renegotiate the terms of the contracts upon a sale of the Shares to the Purchaser.
(b) All shareholder, joint venture, consortium, partnership, material supplier, material distribution, material customer, material agency and any other material similar agreements and arrangements to which the Group Companies are parties have been disclosed to the Purchaser and are legally valid, binding and enforceable;
(c) All contracts existing between the Group Companies, on the one hand, and their suppliers, customers, distributors, agents, licensees or franchisees on the other hand, were entered into on an arms-length basis and in the ordinary course of business.
(d) Save to the extent set out in Schedule 9 or in the Data Room Documents, there are no agreements which may oblige any of the Group Companies in the future to accept imposed purchase prices or any restrictions whatsoever on their freedom to do business.
(e) On the Execution Date, neither the Seller nor any of the Group Companies has any knowledge whatsoever that any of the 10 largest customers of, or suppliers or lenders ...
Contracts and Obligations. The group members and spouses are jointly and severally bound by the contracts they enter into, and agree to the terms thereof. The group members may not elect to exclude themselves from such contracts, but are irrevocably committed to them.
Contracts and Obligations. Schedule 3.15 sets forth a list of all ------------------------- agreements or commitments of any nature to which the Company or its Subsidiaries is a party or by which it or its properties or assets is bound, including without limitation (a) each agreement which requires future expenditures by the Company or its Subsidiaries in excess of $25,000 in any twelve-month period or which might result in payments to the Company or its Subsidiaries in excess of $25,000 in any twelve- month period, (b) all employment and consulting agreements, employee benefit, bonus, pension, profit-sharing, stock option, stock purchase and similar plans and arrangements, and distributor and sales representative agreements, (c) any agreement with any stockholder, officer or director of the Company or its Subsidiaries, or any Affiliate of such persons, including without limitation any agreement or other arrangement providing for the furnishing of services by, rental of real property or personal property from, or otherwise requiring payments to, any such person or entity, (d) any agreement relating to intellectual property rights, and (e) any agreement restricting the ability of the Company or its Subsidiaries from freely engaging in any business activity in any location. The Company or its Subsidiaries have delivered to Net2Phone correct and complete copies of each of the foregoing agreements. Neither the Company nor its Subsidiaries are in breach or violation of any of the foregoing agreements (nor will any breach arise with lapse of time, giving of notice, or both) and to the Knowledge of the Company no other party thereto is in breach or violation thereof. All of such agreements and contracts are valid, binding and in full force and effect against the Company or its Subsidiaries and to the Knowledge of the Company against each other party thereto.
Contracts and Obligations. Section 1: • The Board of Directors is authorized and empowered to enter into such contracts and obligations as it shall in its discretion deem necessary to accomplish the purpose of the Association, and such contracts shall be binding on the Association. No expenditures will be made without Board of Directors approval.
Contracts and Obligations. SELLER has provided BUYER with copies of all contracts or obligations for services of employees or independent contractors; outstanding contracts or orders for the purchase of services, inventory and supplies and all contracts and obligations relating to Assumed Liabilities have been delivered prior to the CLOSING DATE.
