Contracts and Other Agreements. Schedule 3.23 sets forth all of the following contracts and other agreements to which the Company is a party or by or to which it or its assets or properties are bound or subject: (i) contracts and other agreements with any current or former officer, director, shareholder or other affiliate or with any other current employee or consultant or with an entity in which any of the foregoing is a controlling person; (ii) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market any of the Company Products (as defined in Section 3.29); (iv) contracts and other agreements with any person for the development, creation or manufacture of any of the Company Products; (v) contracts and other agreements for the sale of any of its assets other than in the ordinary course of business or for the grant to any person of any option or preferential rights to purchase any of its assets; (vi) joint venture agreements; (vii) contracts and other agreements under which it agrees to indemnify any party or to share tax liability of any party; (viii) material contracts and other material agreements which cannot be canceled without liability, premium or penalty upon ninety (90) days notice or less notice; (ix) contracts and other agreements with customers, distributors or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (x) contracts and other agreements containing covenants of the Company 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 in any line of business or in any geographical area; (xi) contracts and other agreements relating to the acquisition by the Company of any operating business or the capital stock of any other person; (xii) contracts and other agreements requiring the payment to any person of an override or similar commission or fee; (xiii) contracts and other agreements relating to the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to which the purchase price payable to the Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars ($150,000); (xvii) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) not made in the ordinary course of business; or (xviii) any other contracts and other agreements pursuant to the terms of which there is either a current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000). There have been made available to the Buyer true and complete copies of all of the contracts and other agreements set forth on Schedule 3.23 or on any other Schedule. All of such contracts and other agreements are valid and binding upon the Company. The Company is not in default under any of such agreements, nor, to the knowledge of the Company or any of the Sellers, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating thereto.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Network Systems International Inc), Stock Purchase Agreement (Network Systems International Inc), Stock Purchase Agreement (Network Systems International Inc)
Contracts and Other Agreements. Section 3.12 of the Disclosure Schedule 3.23 sets forth all a list of the following contracts and other agreements to which the Company is a party or by or to which it any of its assets, properties or its assets or properties securities are bound or subject: subject (ieach, a "Material Contract"):
(a) contracts and other any agreement or series of related agreements requiring aggregate payments by or to the Company of more than $50,000;
(b) any agreement with or for the benefit of any current or former officer, director, shareholder or other affiliate or with holder of any other current security, employee or consultant or with an entity in which any of the foregoing is a controlling person; Company under which the Company has any obligations as of the date hereof;
(iic) contracts and other agreements any agreement with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market any employee of the Company Products Company;
(as defined in Section 3.29); (ivd) contracts and other agreements with any person agreement for the developmentpurchase or sale of materials, creation supplies, equipment, merchandise or manufacture of any of services that contains an escalation clause or that obligates the Company Products; to purchase all or substantially all of its requirements of a particular product or service from a supplier or to make periodic minimum purchases of a particular product or service from a supplier, which is not terminable on not more than 30 days notice (vwithout penalty or premium);
(e) contracts and other agreements any agreement for the sale of any of its the assets or properties of the Company other than in the ordinary course of business or for the grant to any person of any option options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties;
(f) any agreement of its assets; surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $50,000;
(vig) joint venture agreements; (vii) contracts and other agreements under any agreement which it agrees contains covenants of the Company not to indemnify compete in any party line of business, in any geographic area or to share tax liability with any Person or covenants of any party; other Person not to compete with the Company or in any line of business of the Company;
(viiih) material contracts and other material agreements which cannot be canceled without liability, premium or penalty upon ninety (90) days notice or less notice; (ix) contracts and other agreements any agreement with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; ;
(xi) contracts and other agreements containing covenants of any agreement obligating the Company not to compete in deliver maintenance services or future product enhancements or containing a "most favored nation" pricing clause;
(j) any line of business or with any person in any geographical area or covenants of any other person not to compete with the Company in any line of business or in any geographical area; (xi) contracts and other agreements agreement relating to the acquisition by the Company of any operating business or the capital stock of any other person; Person;
(xiik) contracts and other agreements any agreement requiring the payment to any person Person of an override a brokerage or similar sales commission or fee; a finder's or referral fee (xiiiother than arrangements to pay commissions or fees to employees in the ordinary course of business);
(l) contracts and any agreements, notes or other agreements instruments relating to the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale of any or evidencing outstanding indebtedness of the Company Products for borrowed money (as defined in Section 3.29including capitalized lease obligations);
(m) that have not been fully performedany lease, and with respect to sublease or other agreement under which the purchase price payable to Company is lessor or lessee of any real property or equipment or other tangible property;
(n) any agreement with a change of control provision or otherwise requiring any consent, approval, waiver or other action by any Person in connection with the Merger;
(o) any stock option agreement, restricted stock agreement, employment or severance agreement, phantom stock plan or bonus, incentive or similar agreement, arrangement or understanding;
(p) any agreement involving the assignment, transfer, license (whether as licensee or licensor) or pledge or encumbrance of any Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars Intellectual Property;
($150,000)q) any distribution or sales representative agreement or agreement appointing any agent; and
(xviir) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) material agreement whether or not made in the ordinary course of business; or (xviii) any other contracts and other agreements pursuant to the terms of which there is either a current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000). There have been made available to the Buyer true True and complete copies of all of Material Contracts (and all amendments, waivers or other modifications thereto) have been furnished or made available to the contracts Buyer. Each Material Contract is valid, subsisting, in full force and other agreements set forth on Schedule 3.23 or on any other Schedule. All of such contracts and other agreements are valid and effect, binding upon the Company and, to the Company. The 's knowledge, the other parties thereto in accordance with their terms, and the Company is not in default under any of such agreementsthem, nor, to the knowledge of the Company or any of the SellersCompany's knowledge, is any other party to any such contract or other agreement Material Contract in default thereunder, nor nor, to the Company's knowledge, does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently , except, in negotiation each of the foregoing cases, such defaults as would not, either individually or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating theretoaggregate, have, or be reasonably likely to have, a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Net Perceptions Inc), Merger Agreement (Net Perceptions Inc)
Contracts and Other Agreements. Schedule 3.23 5.14 sets forth all of the following contracts and other agreements to which the Company SecurFone is a party or by or to which it or its assets or properties are bound or subject: (i) contracts and other agreements with any current or former employee, officer, director, shareholder director or other affiliate or with any other current employee or consultant or with an entity in which any of the foregoing is a controlling person; (ii) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market market, or to produce, any products or services of the Company Products (as defined in Section 3.29)SecurFone; (iv) contracts and other agreements with any person for the developmentagreements, creation or manufacture pursuant to which SecurFone will receive payments in excess of any of the Company Products$10,000; (v) contracts and other agreements for the sale of any of its assets other than in the ordinary course of business or for the grant to any person of any option or preferential rights to purchase any of its assets; (vi) joint venture agreements; (vii) contracts and other agreements under which it agrees to indemnify any party or to share tax liability of any party; (viii) material contracts or other agreements pursuant to which SecurFone is a licensor or licensee of any rights; (ix) contracts and other material agreements which cannot that can be canceled without liability, premium or penalty upon only on ninety (90) days notice days' or less more notice; (ixx) contracts and other agreements with customers, distributors or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (xxi) contracts and other agreements containing covenants of the Company SecurFone 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 SecurFone in any line of business or in any geographical area; (xixii) contracts and other agreements relating to the acquisition by the Company SecurFone of any operating business or the capital stock of any other person; (xiixiii) contracts and other agreements requiring the payment to any person of an override or similar commission or fee; (xiiixiv) contracts and other agreements relating to the borrowing of money; (xiv) licenses; or (xv) leases; (xvi) contracts and other agreements with any person for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to which the purchase price payable to the Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars ($150,000); (xvii) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) whether or not made in the ordinary course of business; or business (xviii) other than those reflected on any other contracts and other agreements Schedule) pursuant to the terms of which there is either a current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000)5,000 may be expected to be made. There have been All of the foregoing shall be collectively referred to hereinafter as the "Contracts". SecurFone has made available to the Buyer true Matech true, correct and complete copies of all of the contracts and other agreements set forth on Schedule 3.23 or on any other ScheduleContracts. All of such contracts the Contracts are valid, binding and other agreements are valid in full force and binding upon the Companyeffect. The Company is not in default under any of such agreements, nor, to the knowledge of the Company or any of the Sellers, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating thereto.Except as
Appears in 1 contract
Samples: Stock Purchase Agreement (Material Technologies Inc)
Contracts and Other Agreements. Schedule 3.23 sets forth 2.14 annexed hereto contains a complete and accurate list (sorted by reference to the clauses of this Section) of all of the following contracts and other agreements to which the Company is a party or by or to which it the Company or its assets or properties are bound or subject: :
(ia) contracts and other agreements with any current or former officer, director, shareholder director or other affiliate employee of the Company or with any other current employee or consultant or with an entity in which any of the foregoing is a controlling person; Affiliate (iias hereinafter defined) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market any of the Company Products or any such person;
(as defined in Section 3.29); (ivb) contracts and other agreements with for the supply to any person for the development, creation of all or manufacture a portion of such person's requirements of any of product or service sold by the Company Products; Company;
(vc) contracts and other agreements for the sale of any of its their respective assets or properties, other than sales made in the ordinary course of business business, or for the grant to any person of any option or preferential rights to purchase any of its assets; their respective assets or properties;
(vid) joint venture agreements; or partnership contracts;
(viie) contracts and other agreements under of guaranty or relating to matters of suretyship to which it agrees to indemnify any the Company is a party or to share tax liability by which its assets or properties are subject or bound;
(f) contracts calling for an aggregate price or fee, or payments in any one year, of any party; more than $25,000;
(viiig) material contracts and other material agreements which that cannot be canceled without liability, premium or penalty upon ninety thirty (9030) days notice or less days' notice; ;
(ixh) contracts and other agreements with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; ;
(xi) contracts and other agreements containing obligations or liabilities of any kind to holders of any security of the Company (including, without limitation, an obligation to register any of such securities under any federal or state securities laws);
(j) contracts containing covenants of the Company not to compete in any line of business or with any person in any geographical area or covenants of any other person or entity not to compete with the Company in any line of business or in any geographical area; ;
(xik) contracts and other agreements relating to the merger of the Company with any other entity or the acquisition by the Company of any operating business or the capital stock securities of any entity (other person; than this Agreement);
(xiil) contracts relating to Intellectual Property (as hereinafter defined) owned, licensed or used by the Company in the course of its business, including, without limitation, all contracts relating to the development and other agreements use of Software (as hereinafter defined);
(m) contracts requiring the payment to any person of an override a royalty, override, commission or similar commission or fee; ;
(xiiin) contracts and other agreements relating to the borrowing of money; money by the Company or subjecting any of its assets or properties to Liens or other liabilities or obligations;
(xiv) licenses; (xv) leases; (xvio) contracts and other agreements with any person for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to which a change in the purchase price payable to ownership (whether directly or indirectly) of the shares of Company Common Stock or Series A Preferred Stock or a change in the composition of the Board of Directors of the Company for or any of the unperformed portion is other transactions contemplated by this Agreement may result in excess a violation of One Hundred Fifty Thousand Dollars or default under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of benefits under, such contract;
($150,000); (xviip) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) contract not made in the ordinary course of business; or or
(xviiiq) any other contracts and other agreements pursuant contract material to the terms Company or the operation of which there is either a current its business (whether or future obligation not made or entered into in the ordinary course of the Company to make payments in excess of Five Thousand Dollars ($5,000business). There The Article II Sellers have been made available delivered to the Buyer true and complete copies of all of the contracts and other agreements set forth described on Schedule 3.23 or 2.14 or, if such contract is an oral arrangement, the Article II Sellers have fully and accurately described such arrangement on any other ScheduleSchedule 2.14. All of such contracts are in full force and other agreements are valid and binding upon the Companyeffect. The Company has performed all obligations required to be performed by it to date and is not in default under any such contract and has not taken any action that constitutes or with notice or lapse of time, or both, or would constitute a default, breach or anticipatory breach under any such agreements, nor, to contract. To the knowledge of any officer of the Company or any of the SellersArticle II Seller, is any no other party to any such contract or other agreement is in default thereunderin the performance of its obligations thereunder or has taken any action which constitutes, nor does any condition exist that or with notice or lapse of time or both would constitute constitute, a default thereunderdefault, breach or anticipatory breach under any such contract. Schedule 3.23 also lists all contracts and other agreements currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed Except as separately identified on Schedule 3.23 2.14 annexed hereto, no approval or consent of any person is needed for any contract set forth on Schedule 2.14 or on any other Schedule. The Company schedule annexed to this Agreement to continue in full force and effect following the Sellers have made available to consummation of the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating theretotransactions contemplated by this Agreement.
Appears in 1 contract
Contracts and Other Agreements. SCHEDULE 2.12 of the Seller and Shareholder Disclosure Schedule 3.23 sets forth all of the following contracts and other agreements to which the Company Seller is a party or by or to which it or its assets or properties are bound or subject: :
(i) contracts and other agreements with any current or former officer, director, shareholder shareholder, employee, consultant, agent or other affiliate representative of the Seller and contracts and other agreements for the payment of fees or with other consideration to any other current employee or consultant or with an entity in which any officer or director of the foregoing is a controlling person; Seller has an interest;
(ii) contracts and other agreements with any labor union or association representing any employee; employee of the Seller or otherwise providing for any form of collective bargaining;
(iii) contracts and other agreements with any person for the purchase or sale of materials, supplies, equipment, merchandise or services that contain an escalation, 11 renegotiation or redetermination clause or that obligate the Seller to sellpurchase all or substantially all of its requirements of a particular product from a supplier, distribute or otherwise market any for periodic minimum purchases of the Company Products (as defined in Section 3.29); a particular product from a supplier;
(iv) contracts and other agreements with any person for the development, creation or manufacture of any of the Company Products; (v) contracts and other agreements for the sale of any of its the assets or properties of the Seller other than in the ordinary course of business or for the grant to any person of any option options, rights of first refusal, or preferential or similar rights to purchase any of its assets; such assets or properties;
(v) partnership or joint venture agreements;
(vi) joint venture agreements; (vii) contracts and or other agreements under which it the Seller agrees to indemnify any party or to share the tax liability of any party; ;
(vii) contracts, options and other agreements for the purchase of any asset, tangible or intangible calling for an aggregate purchase price or payments in any one year of more than $10,000 in any one case (or in the aggregate, in the case of any related series of contracts and other agreements);
(viii) material contracts and other material agreements which that cannot by their terms be canceled by the Seller and any successor or assignee of the Seller without liability, premium or penalty upon ninety (90) on no less than thirty days notice or less notice; ;
(ix) contracts and other agreements with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; ;
(x) contracts and other agreements containing obligations or liabilities of any kind to holders of the securities of the Seller as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws);
(xi) contracts and other agreements containing covenants of the Company Seller 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 Seller in any line of business or in any geographical area; business;
(xixii) contracts and other agreements relating to the acquisition by the Company Seller of any operating business or the capital stock of any other person; ;
(xiixiii) contracts and other agreements requiring the payment to any person of an override or similar a commission or fee; , including contracts or other agreements with consultants which provide for aggregate payments in excess of $10,000;
(xiiixiv) contracts contracts, indentures, mortgages, promissory notes, loan agreements, guaranties, security agreements, pledge agreements, and other agreements relating to the borrowing of money; (xiv) licenses; money or securing any such liability;
(xv) leases; distributorship or licensing agreements;
(xvi) contracts and other agreements with any person for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to under which the purchase price payable to Seller will acquire or has acquired ownership of, or license to, intangible property, including software (other than (A) over-the-counter "shrink wrap" software or (B) software licensed by the Company Seller as an end user for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars (less than $150,00010,000 and not distributed by it); ;
(xvii) leases, subleases or other agreements under which the Seller is lessor or lessee of any real property; or
(xviii) any other contracts and material contract or other agreements in excess of Five Thousand Dollars ($5,000) agreement whether or not made in the ordinary course of business; business that has or (xviii) any other contracts and other agreements pursuant to may have a material adverse effect on the terms of which there is either a current Business or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000)Purchased Assets. There have been delivered or made available to the Buyer true and complete copies of all of the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on Schedule 3.23 or on any other SCHEDULE 2.12 of the Seller and Shareholder Disclosure Schedule. All of such contracts and other agreements are valid valid, subsisting, in full force and effect, binding upon the Company. The Company Seller, and to the Knowledge of the Seller and the Shareholder, binding upon the other parties thereto in accordance with their terms, and the Seller has paid in full or accrued all amounts now due thereunder and has satisfied in full or provided for all of its liabilities and obligations thereunder which are presently required to be satisfied or provided for, and is not in default under any of such agreementsthem, nor, to the knowledge Knowledge of the Company or any of Seller and the SellersShareholder, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating thereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ligand Pharmaceuticals Inc)
Contracts and Other Agreements. (a) Section 3.13(a) of the Seller Disclosure Schedule 3.23 sets forth a true, complete and correct list of all of the following contracts and other agreements Contracts to which the Company is a party or by which any of its material assets is bound other than Reinsurance Contracts and Contracts that will be terminated at or prior to which it the Closing without any Liabilities to the Company (each such Contract of the following types, whether or its assets or properties are bound or subject: not listed in Section 3.13(a) of the Seller Disclosure Schedule, a “Material Contract”):
(i) contracts all partnership, joint venture, shareholders’ or other similar Contracts with any Person;
(ii) all Contracts with a stockholder, director or officer of the Company (or any Affiliate of a director or officer (other than the Company)), other than employment agreements or customary confidentiality agreements and invention assignment agreements entered into with Employees generally, but including any Contract that would require the payment of a cash bonus to any director, officer or employee of the Company as a result of the consummation of the transactions contemplated hereby;
(iii) all Contracts that (A) contain provisions or covenants binding upon the Company that restrict the ability of the Company to engage in any line of business, to compete with any Person or to do business in any geographic area in a manner that is material to the Company or (B) grant any exclusive rights to make, sell or distribute the Company’s material products and services, or otherwise prohibit or limit in any material respect the right of the Company to develop, manufacture, market, sell or distribute any material products or services;
(iv) all Contracts under which the Company has advanced or loaned any funds in excess of $50,000 or has guaranteed any obligations of another Person in excess of $50,000 individually or in the aggregate;
(v) all Contracts (A) having a value per Contract, or involving payments by or to the Company in excess of $50,000 during the preceding twelve (12) months and (B) that cannot be cancelled or terminated by the Company on not more than ninety (90) days’ notice without penalty or premium increase;
(vi) all Contracts that are in respect of employment, compensation bonus, retention, severance pay, termination pay, change of control and deferred compensation, and other agreements with similar Contracts, between the Company and any current or former officer, director, shareholder or other affiliate or with any other current employee Employee or consultant or contractor to the Company that are or may be a Liability for the Company;
(vii) all Contracts that relate to any settlement agreement, other than (A) releases immaterial in nature or entered into with an entity in which any of the foregoing is a controlling person; (ii) contracts and other agreements with any labor union former employees or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market any independent contractors of the Company Products (as defined in Section 3.29); (iv) contracts and other agreements with any person for the development, creation or manufacture of any of the Company Products; (v) contracts and other agreements for the sale of any of its assets other than in the ordinary course of business in connection with the cessation of such employee’s or independent contractor’s employment with or services to the Company, (B) settlement agreements for cash only (which has been paid or accrued for) or (C) settlement agreements entered into more than two (2) years prior to the grant date of this Agreement under which the Company does not have any continuing obligations, liabilities or rights (excluding releases), in each case material to the Company;
(viii) (A) any person Contract between the Company, on the one hand, and Seller or any Affiliate of Seller (other than the Company), on the other hand, (B) any guarantee by Seller or any Affiliate of Seller (other than the Company) in favor of or in respect of any option obligations of the Company or preferential rights to purchase (C) any Contract between the Company, on the one hand, and any director or officer of its assets; the Company (vior any Affiliate of a director or officer (other than the Company)), on the other hand;
(ix) joint venture mortgages, indentures, loan or credit agreements; (vii) contracts , security agreements, suretyships, indemnities and other agreements under which it agrees to indemnify any party or to share tax liability of any party; (viii) material contracts and other material agreements which cannot be canceled without liability, premium or penalty upon ninety (90) days notice or less notice; (ix) contracts and other agreements with customers, distributors or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (x) contracts and other agreements containing covenants of the Company 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 in any line of business or in any geographical area; (xi) contracts and other agreements instruments relating to the acquisition borrowing of money or extension of credit to the Company or the direct or indirect guarantee by the Company of any operating business or the capital stock obligation for borrowed money of any Person or any other person; (xii) contracts and other agreements requiring the payment to any person of an override or similar commission or fee; (xiii) contracts and other agreements relating to the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale of any liability of the Company Products in respect of indebtedness for borrowed money of any Person;
(as defined in Section 3.29x) that have not been fully performed, any collective bargaining agreement;
(xi) Contracts and agreements with respect the ten (10) largest vendors (measured by total annual payments made to which the purchase price payable to vendors) of the Company for the unperformed portion year ended December 31, 2017;
(xii) any Contract or agreement which relates to the acquisition or disposition by the Company of any business or operations, capital stock or assets of any Person or any real estate as to which there are any material ongoing obligations of the Company;
(xiii) any Contract or agreement providing the Company with the right to acquire, subscribe to, sell or otherwise dispose of the Shares or other interests of any other Person;
(xiv) any Contract or agreement relating to any material interest rate, derivatives or hedging transaction;
(xv) any investment advisory agreements or any other Contracts relating to investment management, investment advisory or subadvisory services to which the Company is in excess of One Hundred Fifty Thousand Dollars a party;
($150,000); xvi) any third-party administration Contracts;
(xvii) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) not made Contract that provides the counterparty thereto with any additional rights or the Company with any additional obligations in the ordinary course event of business; or a ratings downgrade of the Company;
(xviii) all Company IP Agreements;
(xix) any Contract under which the Company may become obligated to pay any brokerage or finder’s or similar fees or expenses in connection with the transactions contemplated hereby; and
(xx) all other contracts and other agreements pursuant Contracts material to the terms Company.
(b) As of the date of this Agreement, each Material Contract to which there the Company is either a current party is in full force and effect and constitutes a legal, valid, binding agreement, enforceable against the Company and, to the Knowledge of Seller, each other party thereto, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or future obligation similar Laws affecting creditors’ rights generally or by general equitable principles. None of the Company to make payments in excess of Five Thousand Dollars ($5,000). There have been made available to the Buyer true and complete copies of all of the contracts and other agreements set forth on Schedule 3.23 or on any other Schedule. All of such contracts and other agreements are valid and binding upon the Company. The Company is not in default under any of such agreements, noror, to the knowledge Knowledge of the Company or any of the SellersSeller, is any other party to any each such contract Material Contract is in material violation or other agreement breach of, or in material default thereunderunder, nor does any has there occurred an event or condition exist that with notice or lapse the passage of time or both giving of notice (or both) would constitute a material default thereunderunder, or permit the termination of, any such Material Contract. Schedule 3.23 also lists all contracts and other agreements currently No Material Contract contains any provision which by its own terms would result in negotiation or proposed a modification of such Material Contract by reason of the consummation of the transactions contemplated hereby. Except as set forth on Section 3.13(b)(i) of the Seller Disclosure Schedule, the Company has not received written notice of a type which if entered into the cancellation or termination of any Material Contract. Except as set forth on Section 3.13(b)(ii) of the Seller Disclosure Schedule, none of the Material Contracts contain any provision providing that the other party thereto may terminate, amend or alter the pricing or other terms thereof by reason of the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have transactions contemplated hereby.
(c) Seller has made available to the Buyer true Purchaser true, complete and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of each Contract and Company IP Agreement set forth on Section 3.13(a) of the Seller Disclosure Schedule, together with all documents relating material amendments and supplements thereto.
Appears in 1 contract
Contracts and Other Agreements. Schedule 3.23 sets forth 2.16 annexed hereto contains a complete and accurate list of all of the following contracts and other agreements to which either of the Company Companies is a party or by or to which it they or its their respective assets or properties are bound or subject: subject or which are necessary for either of the Companies to conduct their business as presently conducted:
(i) contracts and other agreements with any current or former officer, director, shareholder employee, consultant, agent or other affiliate representative or with any other current employee person or consultant or with an entity in which any of the foregoing is a controlling person; has an interest, including any "Affiliate" or "Associate" of such person or entity, as such terms are defined in the Securities Act of 1933 and the rules and regulations published thereunder;
(ii) contracts and other agreements with any labor union or association representing any employee; ;
(iii) contracts and other agreements with for the supply to any person to sell, distribute of all or otherwise market a portion of such person's requirements of any product or service sold by either of the Company Products (as defined in Section 3.29); Companies;
(iv) contracts and other agreements with any person for the development, creation or manufacture of any of the Company Products; (v) contracts 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 option or preferential rights to purchase any of its assets; assets or properties;
(v) joint venture or partnership agreements;
(vi) joint venture agreements; (vii) contracts and or other agreements under which it either of the Companies agrees to indemnify any party or to share tax liability of any party; ;
(vii) contracts or other agreements of guaranty or relating to matters of suretyship to which either of the Companies is a party or by which its assets or properties are subject or bound,
(viii) material contracts and other material agreements which calling for an aggregate price or fee, or payments in any one year, of more than $10,000 excluding purchase or sales orders entered into by either of the Companies as a purchaser or a seller in the ordinary course of business;
(ix) contracts and other agreements that cannot be canceled without liability, premium or penalty upon ninety thirty (9030) days notice or less days' notice; ;
(ixx) contracts and other agreements with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; ;
(xxi) contracts and other agreements containing obligations or liabilities of any kind to holders of either of the Companies' securities (including, without limitation, an obligation to register any of such securities under any federal or state securities laws);
(xii) contracts and other agreements containing covenants of either of the Company Companies not to compete in any line of business or with any person in any geographical area or covenants of any other person or entity not to compete with either of the Company Companies in any line of business or in any geographical area; ;
(xixiii) contracts and other agreements relating to the acquisition by either of the Company Companies of any operating business or the capital stock of any other person; , corporation or other entity;
(xiixiv) contracts or agreements relating to Intellectual Property (as defined in Section 2.21) owned, licensed or used by either of the Companies in the course of its business, including without limitation all contracts and agreements relating to the development and use of Software (as defined in Section 2.17);
(xv) contracts and other agreements requiring the payment to any person of an a royalty, override or similar commission or fee; ;
(xiiixvi) contracts and other agreements relating to the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale of any money by either of the Company Products (as defined in Section 3.29) that have not been fully performedCompanies or subjecting any assets or properties of either of the Companies to security interests, and with respect to which the purchase price payable to the Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars ($150,000); liens or other liabilities or obligations,
(xvii) any agreement, contract or commitment which might reasonably be expected to have a potential adverse impact on the business or operations of either of the Companies,
(xviii) any contract or other contracts and other agreements in excess of Five Thousand Dollars ($5,000) agreement not made in the ordinary course of business; or or
(xviiixix) any other contracts and other agreements pursuant to the terms of which there is either a current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000). There have been made available to the Buyer true and complete copies of all of the contracts and other agreements set forth on Schedule 3.23 or on any other Schedule. All of such contracts and other agreements are valid and binding upon the Company. The Company is not in default under any of such agreements, nor, to the knowledge of the Company or any of the Sellers, is any other party to any such material contract or other agreement in default thereunder, nor does any condition exist that with notice whether or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have not made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies ordinary course of all documents relating theretobusiness.
Appears in 1 contract
Contracts and Other Agreements. Section 3.16 of the Disclosure Schedule 3.23 sets forth all a list of the following contracts and other agreements to which the Company is a party or by or to which it any of its assets, properties or its assets or properties securities are bound or subject: subject (ieach, a "Material Contract"):
(a) contracts and other any agreement or series of related agreements requiring aggregate payments by or to the Company of more than $100,000;
(b) any agreement with or for the benefit of any current or former officer, officer or director, shareholder or other affiliate or with holder of any other current security, employee or consultant or with an entity in which any of the foregoing is a controlling person; Company under which the Company has any obligations as of the date hereof and which (i) involves an obligation of the Company to make payments exceeding $100,000 in any year or (ii) contracts and involves any severance or termination payments or other agreements obligation except as required by Law;
(c) any agreement with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market any employee of the Company Products Company;
(as defined in Section 3.29); (ivd) contracts and other agreements with any person agreement for the development, creation or manufacture purchase of any of materials, supplies, equipment, merchandise or services that contains an escalation clause or that obligates the Company Products; to purchase all or substantially all of its requirements of a particular product or service from a supplier or to make periodic minimum purchases of a particular product or service from a supplier, which is not terminable on not more than 30 days notice (vwithout penalty or premium);
(e) contracts and other agreements any agreement for the sale of any of its assets the assets, properties or securities of the Company other than in the ordinary course of business or for the grant to any person of any option options, rights of first refusal, or preferential or similar rights to purchase any such assets, properties or securities;
(f) any agreement of its assets; surety, guarantee or indemnification, other than agreements in the ordinary course of business with respect to obligations in an aggregate amount not in excess of $100,000;
(vig) joint venture agreements; (vii) contracts and other agreements under any agreement which it agrees contains covenants of the Company not to indemnify compete in any party line of business, in any geographic area or to share tax liability with any Person or covenants of any party; other Person (viiiother than employees, former employees, consultants or former consultants of the Company) material contracts and other material agreements which cannot be canceled without liability, premium to compete with the Company or penalty upon ninety in any line of business of the Company;
(90h) days notice or less notice; (ix) contracts and other agreements any agreement with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; ;
(xi) contracts and other agreements containing covenants of any agreement obligating the Company not to compete in deliver future product enhancements or containing a "most favored nation" pricing clause;
(j) any line of business or with any person in any geographical area or covenants of any other person not to compete with the Company in any line of business or in any geographical area; (xi) contracts and other agreements agreement relating to the acquisition by the Company of any operating business or the capital stock of any other person; Person;
(xiik) contracts and other agreements any agreement requiring the payment to any person Person of an override a brokerage or similar sales commission or fee; a finder's or referral fee (xiiiother than arrangements to pay commissions or fees to employees or agents in the ordinary course of business);
(l) contracts and any agreements, notes or other agreements documents relating to the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale of any or evidencing outstanding indebtedness of the Company Products for borrowed money (as defined in Section 3.29including capitalized lease obligations);
(m) that have not been fully performedany lease, and with respect to sublease or other agreement under which the purchase price payable to Company is lessor or lessee of any real property or equipment or other tangible property;
(n) any agreement with a change of control provision or otherwise requiring any consent, approval, waiver or other action by any Person in connection with the Merger;
(o) any stock option agreement, restricted stock agreement, employment or severance agreement, phantom stock plan or bonus, incentive or similar agreement, arrangement or understanding;
(p) any agreement involving the assignment, transfer, license (whether as licensee or licensor) or pledge or encumbrance of any Company for Intellectual Property other than those entered into with present or former employees or consultants in the unperformed portion is in excess ordinary course of One Hundred Fifty Thousand Dollars business consistent with past practice;
($150,000)q) any distribution or sales representative agreement or agreement appointing any agent; and
(xviir) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) material agreement whether or not made in the ordinary course of business; or (xviii) any other contracts and other agreements pursuant to the terms of which there is either a current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000). There have been made available to the Buyer true True and complete copies of all of Material Contracts (and all amendments, waivers or other modifications thereto) have been furnished or made available to the contracts Buyer. Each Material Contract is valid, subsisting, in full force and other agreements set forth on Schedule 3.23 or on any other Schedule. All of such contracts and other agreements are valid and effect, binding upon the Company and, to the Company. The 's Knowledge, the other parties thereto in accordance with their terms, and the Company is not in default under any of such agreementsthem, nor, to the knowledge of the Company or any of the SellersCompany's Knowledge, is any other party to any such contract or other agreement Material Contract in default thereunder, nor nor, to the Company's Knowledge, does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently , except, in negotiation each of the foregoing cases, such defaults as would not, either individually or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating theretoaggregate, have, or be reasonably likely to have, a Material Adverse Effect.
Appears in 1 contract
Contracts and Other Agreements. Schedule 3.23 3.11 sets forth all of the following contracts and other agreements types of Contracts to which the Company Seller is a party or by or to which it the Seller, or its assets assets, properties or properties are businesses is bound or subject: subject (icollectively, the "Material Contracts"):
(a) all employment agreements and commitments, all consulting or severance agreements or arrangements and all other contracts and other agreements or agreements, including indemnification agreements, with any current or former officer, director, shareholder or employee, consultant, agent, other affiliate representative of the Seller or with any other current employee shareholder or consultant or with an entity in which any Affiliate of the foregoing is a controlling person; Seller or of any shareholder of the Seller;
(iib) contracts and other agreements with any labor union or association representing any employee; ;
(iii) contracts and other agreements with any person to sell, distribute or otherwise market any of the Company Products (as defined in Section 3.29); (iv) contracts and other agreements with any person for the development, creation or manufacture of any of the Company Products; (vc) contracts and other agreements for the sale of any of its assets other than in the ordinary course of business or properties or for the grant to any person Person of any option or preferential rights to purchase any of its assets; assets or properties, in each case in an amount exceeding $25,000;
(vid) joint venture and partnership agreements; ;
(viie) all capitalized leases, pledges, conditional sale or title retention agreements involving the payment of more than $100,000;
(f) any take or pay or requirements contracts or agreements or any other contracts or agreements requiring the Seller to pay regardless of whether products or services are received;
(g) contracts and other agreements under which it agrees not cancelable without penalty by the Seller party thereto on sixty (60) or fewer days notice calling for an aggregate purchase price or payments to indemnify or from the Seller in any party one year of more than $25,000 in any one case (or to share tax liability in the aggregate, in the case of any party; (viii) material related series of contracts and other material agreements which cannot be canceled without liability, premium or penalty upon ninety agreements);
(90) days notice or less notice; (ixh) contracts and other agreements with customersclients, distributors customers or suppliers any other Person for the sharing of fees, the rebating of charges or purchase price or other similar arrangements; ;
(xi) contracts and other agreements containing covenants of pertaining to the Company right to compete or not to compete in any line of business or similarly restricting the ability to conduct business with any person in any geographical area or covenants of any other person not to compete with the Company in any line of business Person or in any geographical area; ;
(xij) contracts and other agreements relating to the acquisition by the Company Seller of any operating business or the capital stock of any other person; Person;
(xiik) contracts all agreements relating to the consignment or lease of personal property (whether the Seller is lessee, sublessee, lessor, or sublessor), other than such agreements that provide for annual payments of less than $25,000;
(l) all licences and other franchise agreements requiring the payment to any person involving an amount in excess of an override or similar commission or fee; $25,000;
(xiiim) contracts all mortgages, indentures, notes, bonds, letter of credit and other agreements relating to the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with , creation of Liens, any person for indemnity, or the sale of any guarantee of the Company Products payment of liabilities or performance of obligations to or by the Seller, to or by any other Person;
(as defined in Section 3.29n) that have not been fully performedany stockholder agreement, and with respect registration rights agreement or any arrangement relating to which or affecting the purchase price payable to ownership of the Company for common stock or other equity interests of the unperformed portion is in excess of One Hundred Fifty Thousand Dollars Seller; and
($150,000); (xviio) any other contracts contract and other agreements in excess of Five Thousand Dollars ($5,000) not agreement made in outside the ordinary course of business; business relating to any one or (xviii) any other contracts and other agreements pursuant to the terms of which there is either a current or future obligation more of the Company to make payments Seller and involving an amount in excess of Five Thousand Dollars ($5,000)25,000. There have been made available to the Buyer true True and complete copies of all of the contracts and other agreements set forth written Material Contracts have been delivered to the Buyer. Except as disclosed on Schedule 3.23 or on any other Schedule. All 3.11, all of such contracts the Material Contracts are valid, subsisting, in full force and other agreements are valid effect and binding upon the Company. The Company Seller party thereto and, to the Seller's Knowledge, the other parties thereto in accordance with their terms and the Seller has satisfied in full or provided for all of its liabilities and obligations thereunder requiring performance prior to the date hereof in all material respects, is not in material default under any such Material Contract, nor does any condition exist that with notice or lapse of time or both would constitute such agreementsa default. To the Seller's Knowledge, nor, to the knowledge of the Company or any of the Sellers, is any no other party to any such contract or other agreement Material Contract is in material default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute such a default thereunderdefault. Except as disclosed on Schedule 3.23 also lists 3.11, none of the other parties to any such Material Contracts has given notice to the Seller that it intends to terminate or materially alter the provisions of such Material Contract. Except as separately identified on Schedule 3.11, no approval or consent of any Person is needed for all contracts and other agreements currently in negotiation or proposed by of the Company of a type which if entered into by the Company would be required Material Contracts to continue to be listed on Schedule 3.23 in full force and effect, and subject to any necessary approval or on any other Schedule. The Company and consent all of the Sellers have made available rights of the Seller under such Material Contracts will be conveyed to the Buyer true and correct drafts or summaries upon consummation of all contracts and other agreements described in the preceding sentence and copies of all documents relating theretotransactions contemplated by this Agreement.
Appears in 1 contract
Contracts and Other Agreements. Schedule 3.23 2.11 sets forth all of the following contracts and other agreements to which included in the Company is a party Purchased Assets or Assumed Liabilities or by or to which it or its assets or properties the Purchased Assets are bound or subject: :
(ia) contracts and other agreements with any current or former officer, director, shareholder stockholder, employee, consultant, agent or other affiliate representative of TMR or with SCB and contracts and other agreements for the payment of fees or other consideration to any other current employee or consultant or with an entity in which any officer or director of the foregoing is a controlling person; TMR or SCB has an interest;
(iib) contracts and other agreements with any labor union or association representing any employee; employee of TMR or otherwise providing for any form of collective bargaining;
(iiic) contracts and other agreements with any person to sellagreements, distribute in excess of $100,000 in the aggregate or otherwise market any of the Company Products (as defined in Section 3.29); (iv) contracts and other agreements with any person $25,000 individually, for the developmentpurchase or sale of materials, creation supplies, equipment, merchandise or manufacture services that contain an escalation, renegotiation or redetermination clause or that obligate TMR to purchase all or substantially all of any its requirements of the Company Products; a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier;
(vd) contracts and other agreements for the sale of any of its the assets or properties of TMR other than in the ordinary course of business or for the grant to any person of any option options, rights of first refusal, or preferential or similar rights to purchase any of its assets; such assets or properties;
(vie) partnership or joint venture agreements; ;
(viif) contracts and or other agreements under which it TMR agrees to indemnify any party or to share the tax liability of any party; ;
(viiig) material contracts, options and other agreements for the purchase of any asset, tangible or intangible calling for an aggregate purchase price or payments in any one year of more than $20,000 in any one case (or in the aggregate, in the case of any related series of contracts and other material agreements);
(h) contracts and other agreements which that cannot by their terms be canceled by TMR and any successor or assignee of TMR without liability, premium or penalty upon ninety on no less than thirty days notice;
(90) days notice or less notice; (ixi) contracts and other agreements with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; ;
(xj) contracts and other agreements containing obligations or liabilities of any kind to holders of the securities of TMR as such (including, without limitation, an obligation to register any of such securities under any federal or state securities laws);
(k) contracts and other agreements containing covenants of the Company TMR 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 TMR in any line of business or in any geographical area; business;
(xil) contracts and other agreements relating to the acquisition by the Company TMR of any operating business or the capital stock of any other person; ;
(xiim) contracts and other agreements requiring the payment to any person of an override or similar a commission or fee; , including contracts or other agreements with consultants which provide for aggregate payments in excess of $20,000 annually;
(xiiin) contracts contracts, indentures, mortgages, promissory notes, loan agreements, guaranties, security agreements, pledge agreements, and other agreements relating to the borrowing of money; money or securing any such liability;
(xivo) licenses; (xv) leases; (xvi) contracts and other distributorship or licensing agreements with any person which provide for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to which the purchase price payable to the Company for the unperformed portion is aggregate payments in excess of One Hundred Fifty Thousand Dollars $20,000 annually;
(p) contracts under which TMR will acquire or has acquired ownership of, or license to, intangible property, including software (other than software licensed by TMR as an end user for less than $150,00020,000 and not distributed by it);
(q) leases, subleases or other agreements under which TMR is lessor or lessee of any real property; or
(xviir) any other contracts and material contract or other agreements in excess of Five Thousand Dollars ($5,000) agreement whether or not made in the ordinary course of business; business that has or (xviii) may have a material adverse effect on TMR's business or prospects, condition, financial or otherwise, or any other contracts and other agreements pursuant to the terms of which there is either a current its assets or future obligation properties of the Company to make payments in excess of Five Thousand Dollars ($5,000)TMR. There have been made available delivered to the Buyer MAXIMUS true and complete copies of all of the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on Schedule 3.23 or on any other Schedule2.11. All of such contracts and other agreements are valid valid, subsisting, in full force and effect, binding upon TMR, and to the best knowledge of TMR, binding upon the Company. The Company other parties thereto in accordance with their terms, and TMR has paid in full or accrued all amounts now due thereunder and has satisfied in full or provided for all of its liabilities and obligations thereunder which are presently required to be satisfied or provided for, and is not in default under any of such agreementsthem, nor, to the best knowledge of the Company or any of the SellersTMR, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating thereto.
Appears in 1 contract
Samples: Asset Purchase Agreement (SCB Computer Technology Inc)
Contracts and Other Agreements. Schedule 3.23 sets forth 3.20 is a list of all of the following contracts Contracts and other agreements to which the Company any Target Corporation is a party or by or to which it or its assets or properties or the Shares are bound or subject: :
(ia) contracts and other agreements with any current or former officer, director, shareholder employee, consultant, agent or other affiliate representative or with any other current employee or consultant or with an entity in which any of the foregoing is a controlling person; has an interest;
(iib) contracts and other agreements with any labor union or association representing any employee; ;
(iii) contracts and other agreements with any person to sell, distribute or otherwise market any of the Company Products (as defined in Section 3.29); (iv) contracts and other agreements with any person for the development, creation or manufacture of any of the Company Products; (vc) contracts and other agreements for the sale of any of its assets other than in the ordinary course of business or properties or for the grant to any person of any option or preferential rights to purchase any of its assets; the assets or properties of any Target Corporation;
(vi) joint venture agreements; (viid) contracts and other agreements under which it agrees to indemnify calling for an aggregate purchase price or payments in any party one year of more than Fifty Thousand and 00/100 Dollars ($50,000) in any one case (or to share tax liability in the aggregate in the case of any party; related series of contracts or agreements);
(viiie) material contracts and other material agreements which cannot that can be canceled without liability, premium or penalty upon ninety only on 90 days or more written notice;
(90) days notice or less notice; (ixf) contracts and other agreements with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; suppliers;
(xg) contracts and other agreements containing covenants of the Company any Target Corporation 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 any Target Corporation in any line of business or in any other geographical area; ;
(xih) contracts and any other agreements relating to the acquisition by the Company any Target Corporation of any operating business or the capital stock of any other person; corporation;
(xiii) any and all other contracts and other necessary for or required in connection with the operation of the business, including any contracts with third parties for property management or any services to be provided by any Target Corporation;
(j) any contracts or agreements requiring with respect to the payment to of dividends or any person other distribution in respect of an override Seller’s or similar commission or fee; any Target Corporation’s capital stock;
(xiiik) contracts and other agreements relating to the borrowing of moneyany Target Corporation loans or guaranties; and
(xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to which the purchase price payable to the Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars ($150,000); (xviil) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) not made in the ordinary course of business; contract or (xviii) any other contracts and other agreements pursuant agreement material to the terms business of which there is either a current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000)any Target Corporation. There have been delivered or made available to the Buyer true and complete copies of all of the contracts and other agreements set forth on Schedule 3.23 or on any other ScheduleContracts referenced above. All of such contracts Contracts and other agreements are valid and binding upon the Company. The Company each relevant Target Corporation in accordance with their terms and each Target Corporation is not in default under any such contracts. Except as separately identified on Schedule 3.20, no approval or consent of such agreements, nor, to any Person is needed in order that the knowledge of the Company or any of the Sellers, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently set forth in negotiation or proposed by such Schedule 3.20 continue in full force and effect following the Company consummation of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating theretotransactions contemplated hereby.
Appears in 1 contract
Samples: Purchase Agreement (Mobilepro Corp)
Contracts and Other Agreements. The Company Disclosure Schedule 3.23 sets ------------------------------ forth all a list of the following contracts and other agreements to which the Company is a party or by or to which any it or its assets or properties are bound or subject: :
(ia) contracts and other any agreement or series of related agreements requiring aggregate payments by or to the Company of more than $50,000;
(b) any agreement with or for the benefit of any current or former officer, director, shareholder or other affiliate or with any other current shareholder, employee or consultant or with an entity in which any of the foregoing is a controlling person; Company;
(iic) contracts and other agreements any agreement with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market any employee of the Company Products Company;
(as defined in Section 3.29); (ivd) contracts and other agreements with any person agreement for the developmentpurchase or sale of materials, creation supplies, equipment, merchandise or manufacture of any of services that contain an escalation, renegotiation or redetermination clause or that obligate the Company Products; to purchase all or substantially all of its requirements of a particular product or service from a supplier, or for periodic minimum purchases of a particular material product or material service from a supplier;
(ve) contracts and other agreements any agreement for the sale of any of its the assets or properties of the Company other than in the ordinary course of business or for the grant to any person of any option options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than in the ordinary course of its assets; business;
(vif) any partnership or joint venture agreement including co-marketing agreements; ;
(viig) contracts and any agreement of surety, guarantee or indemnification, other than agreements under which it agrees in the ordinary course of business with respect to indemnify obligations in an aggregate amount not in excess of $30,000;
(h) any party agreement containing covenants of the Company not to compete in any line of business, in any geographic area or to share tax liability with any person or covenants of any party; other person not to compete with the Company or in any line of business of the Company;
(viiii) material contracts and any agreement granting or restricting the right of the Company to use any Intellectual Property other material than license agreements which cannot be canceled without liability, premium or penalty upon ninety entered into in the ordinary course of business;
(90j) days notice or less notice; (ix) contracts and other agreements any agreement with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; ;
(xk) contracts and other agreements containing covenants any agreement with any holder of securities of the Company not as such (including, without limitation, any agreement containing an obligation to compete in register any line of business such securities under any federal or with state securities laws);
(l) any person in any geographical area or covenants of any other person not to compete with agreement obligating the Company in to deliver services or product enhancements or containing a "most favored nation" pricing clause;
(m) any line of business or in any geographical area; (xi) contracts and other agreements agreement relating to the acquisition by the Company of any operating business or the capital stock of any other person; ;
(xiin) contracts and other agreements any agreement requiring the payment to any person of an override a brokerage or similar sales commission or fee; a finder's or referral fee (xiiiother than arrangements to pay commissions or fees to employees in the ordinary course of business);
(o) contracts and other agreements any agreement or note relating to or evidencing outstanding indebtedness for borrowed money in amounts over $5,000;
(p) any lease, sublease or other agreement under which the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale Company is lessor or lessee of any real property or equipment or other tangible property;
(q) any material agreement with a change of the Company Products (as defined in Section 3.29) that have not been fully performed, and control provision or otherwise requiring consent with respect to which the purchase price payable to the Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars Closing;
($150,000)r) any stock option agreement; restricted stock agreement; employment or severance agreement; phantom stock plan; bonus, incentive or similar agreement, arrangement or understanding;
(xviis) any distribution or sales representative agreement or agreements appointing any agents; and
(t) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) material agreement whether or not made in the ordinary course of business; or (xviii) any other contracts and other agreements pursuant to the terms of which there is either a current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000). There have been made available to the Buyer true True and complete copies of all of the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Company Disclosure Schedule 3.23 or on any other Schedulehave been furnished to the Purchasers. All Each of such contracts is valid, subsisting, in full force and other agreements are valid and effect, binding upon the Company. The , and to the best knowledge of the Company, binding upon the other parties thereto in accordance with their terms, and the Company is not in default under any of such agreementsthem, nor, to the best knowledge of the Company or any of the SellersCompany, is any other party to any such contract or other agreement in default thereunder, nor nor, to the best knowledge of the Company, does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently , except, in negotiation or proposed by the Company of a type which if entered into by the Company each case, such defaults as would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described not, in the preceding sentence and copies aggregate, be reasonably expected to have a material adverse effect on the Business of all documents relating theretoCompany.
Appears in 1 contract
Contracts and Other Agreements. Schedule 3.23 sets forth 2.14 annexed hereto contains a complete and accurate list (sorted by reference to the clauses of this Section) of all of the following contracts and other agreements to which the Company is a party or by or to which it the Company or its assets or properties are bound or subject: :
(ia) contracts and other agreements with any current or former officer, director, shareholder director or other affiliate employee of the Company or with any other current employee or consultant or with an entity in which any of the foregoing is a controlling person; Affiliate (iias hereinafter defined) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market any of the Company Products or any such person;
(as defined in Section 3.29); (ivb) contracts and other agreements with for the supply to any person for the development, creation of all or manufacture a portion of such person’s requirements of any of product or service sold by the Company Products; Company;
(vc) contracts and other agreements for the sale of any of its the Company’s assets or properties, other than sales made in the ordinary course of business business, or for the grant to any person of any option or preferential rights to purchase any of its assets; the Company’s assets or properties;
(vid) joint venture agreements; or partnership contracts;
(viie) contracts and other agreements under of guaranty or relating to matters of suretyship to which it agrees to indemnify any the Company is a party or to share tax liability by which its assets or properties are subject or bound;
(f) contracts calling for an aggregate price or fee, or payments in any one year, of any party; more than ten thousand dollars (viii$10,000);
(g) material contracts and other material agreements which that cannot be canceled without liability, premium or penalty upon ninety thirty (9030) days notice or less days’ notice; ;
(ixh) contracts and other agreements with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; ;
(xi) contracts and other agreements containing obligations or liabilities of any kind to holders of any security of the Company (including, without limitation, an obligation to register any of such securities under any federal or state securities laws);
(j) contracts containing covenants of the Company not to compete in any line of business or with any person in any geographical area or covenants of any other person or entity not to compete with the Company in any line of business or in any geographical area; ;
(xik) contracts and other agreements relating to the merger of the Company with any other entity or the acquisition by the Company of any operating business or the capital stock securities of any other person; entity;
(xii1) contracts relating to Intellectual Property (as hereinafter defined) owned, licensed or used by the Company in the course of its business, including, without limitation, all contracts relating to the development and other agreements use of Software (as hereinafter defined);
(m) contracts requiring the payment to any person of an override a royalty, override, commission or similar commission or fee; ;
(xiiin) contracts and other agreements relating to the borrowing of money; money by the Company or subjecting any of its assets or properties to Liens or other liabilities or obligations;
(xiv) licenses; (xv) leases; (xvio) contracts and other agreements with any person for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to which a change in the purchase price payable to ownership (whether directly or indirectly) of the shares of Company Common Stock or a change in the composition of the Board of Directors of the Company for or any of the unperformed portion is other transactions contemplated by this Agreement may result in excess a violation of One Hundred Fifty Thousand Dollars or default under, or give rise to a right of termination, modification, cancellation or acceleration of any obligation or loss of benefits under, such contract;
($150,000); (xviip) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) contract not made in the ordinary course of business; or or
(xviiiq) any other contracts and other agreements pursuant contract material to the terms Company or the operation of which there is either a current its business (whether or future obligation not made or entered into in the ordinary course of the Company to make payments in excess of Five Thousand Dollars ($5,000business). There have been made available Seller has delivered to the Buyer true and complete copies of all of the contracts and other agreements set forth described on Schedule 3.23 or 2.14 or, if such contract is an oral arrangement, Seller has fully and accurately described such arrangement on any other ScheduleSchedule 2.14. All of such contracts are in full force and other agreements are valid and binding upon the Companyeffect. The Company has performed all obligations required to be performed by it to date and is not in default under any such contract and has not taken any action that constitutes or with notice or lapse of time, or both, or would constitute a default, breach or anticipatory breach under any such agreements, nor, to contract. To the knowledge of the Company or any of the SellersSeller, is any no other party to any such contract or other agreement is in default thereunderin the performance of its obligations thereunder or has taken any action which constitutes, nor does any condition exist that or with notice or lapse of time or both would constitute constitute, a default thereunderdefault, breach or anticipatory breach under any such contract. Schedule 3.23 also lists all contracts and other agreements currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed Except as separately identified on Schedule 3.23 2.14 annexed hereto, no approval or consent of any person is needed for any contract set forth on Schedule 2.14 or on any other Schedule. The Company schedule annexed to this Agreement to continue in full force and effect following the Sellers have made available to consummation of the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating theretotransactions contemplated by this Agreement.
Appears in 1 contract
Contracts and Other Agreements. The Seller Disclosure Schedule 3.23 sets ------------------------------ forth all a list of the following contracts and other agreements to which the Company Seller is a party or by or to which any it or its assets or properties are bound or subject: :
(ia) contracts and other any agreement or series of related agreements requiring aggregate payments by or to the Seller of more than $50,000;
(b) any agreement with or for the benefit of any current or former officer, director, shareholder or other affiliate or with any other current shareholder, employee or consultant or with an entity in which any of the foregoing is a controlling person; Seller;
(iic) contracts and other agreements any agreement with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market any employee of the Company Products Seller;
(as defined in Section 3.29); (ivd) contracts and other agreements with any person agreement for the developmentpurchase or sale of materials, creation supplies, equipment, merchandise or manufacture services that contain an escalation, renegotiation or redetermination clause or that obligate the Seller to purchase all or substantially all of its requirements of a particular product or service from a supplier, or for periodic minimum purchases of a particular product or service from a supplier;
(e) any of the Company Products; (v) contracts and other agreements agreement for the sale of any of its the assets or properties of the Seller other than in the ordinary course of business or for the grant to any person of any option options, rights of first refusal, or preferential or similar rights to purchase any of its assets; such assets or properties;
(vif) any partnership or joint venture agreement excluding co-marketing agreements; ;
(viig) contracts and any agreement of surety, guarantee or indemnification, other than agreements under which it agrees in the ordinary course of business with respect to indemnify obligations in an aggregate amount not in excess of $50,000;
(h) any party agreement containing covenants of the Seller not to compete in any line of business, in any geographic area or to share tax liability with any person or covenants of any party; other person not to compete with the Seller or in any line of business of the Seller;
(viiii) material contracts and any agreement granting or restricting the right of the Seller to use any Intellectual Property other material than license agreements which cannot be canceled without liability, premium or penalty upon ninety entered into in the ordinary course of business;
(90j) days notice or less notice; (ix) contracts and other agreements any agreement with customers, distributors customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; ;
(xk) contracts and other agreements containing covenants any agreement with any holder of securities of the Company not Seller as such (including, without limitation, any agreement containing an obligation to compete in register any line of business such securities under any federal or with state securities laws);
(l) any person in agreement obligating the Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause;
(m) any geographical area or covenants of any other person not to compete with the Company in any line of business or in any geographical area; (xi) contracts and other agreements agreement relating to the acquisition by the Company Seller of any operating business or the capital stock of any other person; ;
(xiin) contracts and other agreements any agreement requiring the payment to any person of an override a brokerage or similar sales commission or fee; a finder's or referral fee (xiiiother than arrangements to pay commissions or fees to employees in the ordinary course of business);
(o) contracts and other agreements any agreement or note relating to or evidencing outstanding indebtedness for borrowed money;
(p) any lease, sublease or other agreement under which the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale Seller is lessor or lessee of any real property or equipment or other tangible property;
(q) any agreement with a change of the Company Products (as defined in Section 3.29) that have not been fully performed, and control provision or otherwise requiring consent with respect to which the purchase price payable to the Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars Merger;
($150,000)r) any stock option agreement; restricted stock agreement; employment or severance agreement; phantom stock plan; bonus, incentive or similar agreement, arrangement or understanding;
(xviis) any distribution or sales representative agreement or agreements appointing any agents; and
(t) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) material agreement whether or not made in the ordinary course of business; or (xviii) any other contracts and other agreements pursuant to the terms of which there is either a current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000). There have been made available to the Buyer true True and complete copies of all of the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule 3.23 or on any other Schedulehave been furnished to the Buyer. All Each of such contracts is valid, subsisting, in full force and other agreements are valid and effect, binding upon the Company. The Company Seller, and to the best knowledge of the Seller, binding upon the other parties thereto in accordance with their terms, and the Seller is not in default under any of such agreementsthem, nor, to the best knowledge of the Company or any of the SellersSeller, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently , except, in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described each case, such defaults as could not, in the preceding sentence and copies aggregate, have a material adverse effect on the Business of all documents relating theretoSeller.
Appears in 1 contract
Contracts and Other Agreements. Schedule 3.23 5.13 hereto sets forth all of the following contracts and other agreements (written or oral) to which the Company is a party or by or to which it or its assets or properties are bound or subject: (i) contracts and other agreements with any current or former officer, director, shareholder or other affiliate Affiliate of the Company or with any other current employee or consultant of the Company or with an entity in which any of the foregoing is a controlling personan Affiliate; (ii) contracts and other agreements with any labor union or association representing any employeeemployee of the Company; (iii) contracts and other agreements with any person Person to sell, distribute provide goods or otherwise market any of services that cannot be cancelled by the Company Products (as defined in Section 3.29)on notice of 90 days or less without penalty or other onerous obligation; (iv) contracts and other agreements with any person for the development, creation sale or manufacture purchase of any assets or services in excess of the Company Products; (pound)10,000, (v) contracts and other agreements for the sale of any of its assets other than in the ordinary course of business joint venture or for the grant to any person of any option or preferential rights to purchase any of its assetspartnership agreements; (vi) joint venture agreements; (vii) contracts and other agreements under which it the Company agrees to indemnify any party Person in an amount in excess of (pound)10,000 or to pay or share the tax liability of any partyPerson; (viii) material contracts and other material agreements which cannot be canceled without liability, premium or penalty upon ninety (90) days notice or less notice; (ix) contracts and other agreements with customers, distributors or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (xvii) contracts and other agreements containing covenants of the Company not to compete in any line of business or with any person Person in any geographical area or covenants of any other person Person not to compete with the Company in any line of business or in any geographical area; (xiviii) contracts and other agreements relating to the acquisition lending or borrowing of money by the Company of any operating business or the capital stock of any other personCompany, including, without limitation, capitalized leases and installment purchase obligations; (xiiix) contracts the Company's main office lease and other agreements requiring the payment to any person of an override or similar commission or fee; (xiii) contracts and other agreements relating to the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to which the purchase price payable to the Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars ($150,000); (xvii) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) not made in the ordinary course of business; or (xviii) any other contracts and other agreements pursuant to the terms of which there is either a direct current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000). There have been pound)10,000; (x) any guarantees of indebtedness given by the Company in respect of indebtedness or other obligations of any Person (xi) any contract with or for the benefit of the Shareholders, or any one of them, including, without limitation, the Pension Schemes and (xii) any other contract not made available in the ordinary course of business which is material to the Buyer true Company and complete copies of all of is to be performed in whole or in part after the contracts and other agreements set forth on Schedule 3.23 or on any other ScheduleClosing Date. All of such contracts and other agreements are valid in full force and effect and are binding upon the Company. The Company is not in default in any material respect under any of such agreements, norhas not received any notice of a default and, to the knowledge of the Company or any of the SellersShareholder, is any no other party to any such contract or other agreement is in default thereunder, nor does any thereunder and no condition exist exists that with notice or lapse of time or both would constitute constitutes a material default thereunder. Schedule 3.23 also lists The Company has made available to Purchaser true and correct copies of all written contracts and other agreements currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating thereto5.13 hereto for its review.
Appears in 1 contract
Contracts and Other Agreements. Schedule 3.23 3.13 sets forth all of the following contracts and other agreements to which the Company Matech is a party or by or to which it or its assets or properties are bound or subject: (i) contracts and other agreements with any current or former employee, officer, director, shareholder director or other affiliate or with any other current employee or consultant or with an entity in which any of the foregoing is a controlling person; (ii) contracts and other agreements with any labor union or association representing any employee; (iii) contracts and other agreements with any person to sell, distribute or otherwise market market, or to produce, any products or services of the Company Products (as defined in Section 3.29)Matech; (iv) contracts and other agreements with any person for the developmentagreements, creation or manufacture pursuant to which Matech will receive payments in excess of any of the Company Products$10,000; (v) contracts and other agreements for the sale of any of its assets other than in the ordinary course of business or for the grant to any person of any option or preferential rights to purchase any of its assets; (vi) joint venture agreements; (vii) contracts and other agreements under which it agrees to indemnify any party or to share tax liability of any party; (viii) material contracts or other agreements pursuant to which Matech is a licensor or licensee of any rights; (ix) contracts and other material agreements which cannot that can be canceled without liability, premium or penalty upon only on ninety (90) days notice days' or less more notice; (ixx) contracts and other agreements with customers, distributors or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (xxi) contracts and other agreements containing covenants of the Company Matech 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 Matech in any line of business or in any geographical area; (xixii) contracts and other agreements relating to the acquisition by the Company of any operating business or the capital stock of any other person; (xii) contracts and other agreements requiring the payment to any person of an override or similar commission or fee; (xiii) contracts and other agreements relating to the borrowing of money; (xiv) licenses; (xv) leases; (xvi) contracts and other agreements with any person for the sale of any of the Company Products (as defined in Section 3.29) that have not been fully performed, and with respect to which the purchase price payable to the Company for the unperformed portion is in excess of One Hundred Fifty Thousand Dollars ($150,000); (xvii) any other contracts and other agreements in excess of Five Thousand Dollars ($5,000) not made in the ordinary course of business; or (xviii) any other contracts and other agreements pursuant to the terms of which there is either a current or future obligation of the Company to make payments in excess of Five Thousand Dollars ($5,000). There have been made available to the Buyer true and complete copies of all of the contracts and other agreements set forth on Schedule 3.23 or on any other Schedule. All of such contracts and other agreements are valid and binding upon the Company. The Company is not in default under any of such agreements, nor, to the knowledge of the Company or any of the Sellers, is any other party to any such contract or other agreement in default thereunder, nor does any condition exist that with notice or lapse of time or both would constitute a default thereunder. Schedule 3.23 also lists all contracts and other agreements currently in negotiation or proposed by the Company of a type which if entered into by the Company would be required to be listed on Schedule 3.23 or on any other Schedule. The Company and the Sellers have made available to the Buyer true and correct drafts or summaries of all contracts and other agreements described in the preceding sentence and copies of all documents relating thereto.the
Appears in 1 contract
Samples: Stock Purchase Agreement (Material Technologies Inc)
