Contracts and Other Data Sample Clauses

Contracts and Other Data. (a) Exhibit 2.13 describes all Contracts existing as of the date hereof; (b) All of the Contracts are in full force and effect, and are valid, binding and enforceable in accordance with their terms on Seller and, to Seller’s knowledge, on the other parties thereto, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity; (c) Neither Seller nor, to Seller’s knowledge, any other party signatory to any Contract is in breach or violation of, or in default under, the terms of any Contract; (d) No event has occurred which, after the giving of notice or passage of time or otherwise, would constitute a default under or result in the breach of any Contract by Seller or, to Seller’s knowledge, by any other party; (e) To the knowledge of Seller, no party to a Contract intends to cancel, terminate or exercise any option under such Contract; (f) Seller has made available to Buyer accurate and complete copies of each Contract listed on Exhibit 2.13 (other than purchase orders, invoices and similar Contracts entered into in the ordinary course of business that do not constitute Material Contracts) including all amendments or modifications thereto; and (g) Seller has made no prior assignment of any of the Contracts or any of its rights or obligations thereunder.
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Contracts and Other Data. Annexed hereto as Schedule 3.01(i), or supplied separately, is a list setting forth the following with respect to the Group Activity: (i) a description of all leases of personal property used by the Group in or otherwise necessary to the Seller's conduct of the Group Activity as currently conducted, to which the Seller is a party, either as lessee or lessor, including a description of the parties to each such lease, the property to which each such lease relates, the rental term and the monthly (or other) rents payable under each such lease; (ii) all Group Intellectual Property and all licenses granted by or to the Seller and all other agreements to which the Seller or the Group is party that relate, in whole or in part, to any Group Intellectual Property or to other proprietary rights used in or necessary to the Seller's conduct of the Group Activity as currently conducted, whether owned by the Seller, the Group or otherwise; (iii) all collective bargaining agreements, employment and consulting agreements (whether written or oral), independent contractor agreements (whether written or oral), executive compensation plans (whether written or oral), bonus plans, deferred compensation agreements, employee pension plans or retirement plans, employee profit sharing plans, employee stock purchase and stock option plans, group life insurance, hospitalization insurance or other similar plans or arrangements (whether written or oral) maintained for or providing benefits to employees of, or independent contractors or other agents of the Seller who are engaged exclusively in the day-to-day operations and support of the Group Activity; (iv) the names and titles of, and current annual base salary or hourly rates for, each of the Group Employees, together with a statement of the full amount and nature of any other remuneration, whether in cash or kind, paid to each such person during the past or current fiscal year or payable to each such person in the future, and the bonuses accrued for, and the vacation and severance benefits, to which each such person is entitled; and (v) all contracts (whether written or oral), including, without limitation, guarantees, mortgages, indentures and loan agreements which relate to the Group Activity, to which the Group (or the Seller on behalf of the Group) is party, or to which the Group (or the Seller on behalf of the Group) or any of the assets or properties used in or necessary to the Seller's conduct of the Group Activity is subject...
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Contracts and Other Data. Section 8.15 of the Disclosure Schedule sets forth, as of the date of this Agreement, a listing of the following, true and correct copies of which have been furnished to ConAgra: 8.15.1 All of the following material contracts and commitments, whether written or oral, to which any of the Seaboard Entities is a party with respect to the Business, or to which any of the Assets or Seaboard Kentucky Assets are subject or bound (collectively, the "Material Agreements"): (i) any agreement (or group of related agreements) for the lease of personal property to or from any person providing for lease payments in excess of $100,000 per annum or with a term in excess of one (1) year; (ii) any agreement (or group of related agreements) for the purchase, sale or consignment of raw materials, commodities, supplies, products, or other personal property, or for the furnishing or receipt of services, the performance of which will extend over a period of more than one year, or involve consideration in excess of $250,000; (iii) any toll processing, co-packing or similar agreement; (iv) any agreement concerning a partnership, joint venture or other profit sharing arrangement; (v) any agreement pursuant to which a Lien is created with respect to any Asset or Seaboard Kentucky Assets; (vi) any agreement concerning confidentiality or noncompetition; (vii) any collective bargaining agreement; (viii) any agreement under which it has advanced or loaned funds or other property to any employees of the Business; (ix) any requirements, "take or pay" or similar agreement relating to the Business; (x) any agreement or arrangement establishing, creating or relating to any rebate, promotion, advertising coupon or other allowance; (xi) any brokerage or distributor agreements relating to the Business; (xii) any power of attorney or agency agreement; (xiii) any employment or consultant agreement; (xiv) any grower agreement, including a list of all growers with whom the Business has agreements or relationships; (xv) any agreement for the purchase of parent breeding stock; (xvi) any feed ingredient contracts or commodity futures contracts, option contracts or similar agreements; (xvii) all contracts relating to the Capital Improvement Projects (as defined in Section 8.29), including any series of contracts or agreements with an individual contractor to the extent the aggregate value of such series of contracts of agreements are in excess of $250,000 together with other construction contracts requ...
Sample 1
Contracts and Other Data. Schedule 4.13 sets forth a listing of the following Contracts: (i) all employment, consultant, contractor, sales agency, broker and dealer Contracts; (ii) Contracts involving consideration or other expenditures in excess of US$250,000 or involving performance over a period of more than twelve months; (iii) each Contract containing exclusivity, noncompetition or nonsolicitation provisions or that would otherwise prohibit Seller from freely engaging in business; (iv) Contracts between customers of the Business and LOL or any Affiliate of LOL with a value in excess of US$150,000; (v) Contracts as to any real property. Except as set forth on Schedule 4.13: (a) To Seller’s or LOL’s Knowledge, all of the Material Purchased Contracts are in full force and effect and are valid and binding on each party thereto; (b) Neither Seller nor, to Seller’s or LOL’s Knowledge, any other party to any of the Material Purchased Contracts is in material breach of any provision of, in material violation of, or in material default under the terms of any of the Material Purchased Contracts; and (c) Seller has made available to Buyer true and complete copies of all Material Purchased Contracts, which shall include, without limitation, all supplements, amendments, modifications and guarantees relating thereto.
Sample 1

Related to Contracts and Other Data

  • Contracts and Other Agreements Section 3.8 of the Seller Disclosure Schedule sets forth a list of the following contracts and other agreements to which Seller is a party or by or to which Seller or Seller's assets or properties are bound or subject: (a) any agreement or series of related agreements requiring aggregate payments after the date hereof by or to Seller of more than $25,000; (b) any agreement with or for the benefit of any current or former officer, director, stockholder, employee or consultant of Seller; (c) any agreement with any labor union or association representing any employee of Seller; (d) any agreement for the purchase or sale of materials, supplies, equipment, merchandise or services that contains an escalation, renegotiation or redetermination clause or that obligates Seller to purchase all or substantially all of its requirements of a particular product from a supplier, or for periodic minimum purchases of a particular product from a supplier; (e) any agreement for (i) sale of any of the assets or properties of Seller, other than in the ordinary course of business or (ii) for the grant to any person of any options, rights of first refusal, or preferential or similar rights to purchase any such assets or properties other than stock option and warrant agreements or instruments listed in Section 3.3.2 of the Seller Disclosure Schedule or pursuant to subsection (b) of this Section 3.8; (f) any partnership or joint venture agreement; (g) any agreement of 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 $25,000; (h) any agreement containing covenants of Seller not to compete in any line of business, in any geographic area or with any person or covenants of any other person not to compete with Seller or in any line of business of Seller; (i) any agreement granting or restricting the right of Seller to use any Intellectual Property (as defined hereinafter); (j) any agreement with customers or suppliers for the sharing of fees, the rebating of charges or other similar arrangements; (k) any agreement with any holder of securities of Seller as such (including, without limitation, any agreement containing an obligation to register any of such securities under any federal or state securities laws); (l) any agreement obligating Seller to deliver services or product enhancements or containing a "most favored nation" pricing clause; (m) any agreement relating to the acquisition by Seller of any operating business or the capital stock of any other person; (n) any agreement requiring the payment to any person of a brokerage or sales commission or a finder's or referral fee (other than arrangements to pay commission or fees to employees in the ordinary course of business); (o) any agreement or note relating to or evidencing outstanding indebtedness for borrowed money; (p) any lease, sublease or other agreement under which Seller is lessor or lessee of any real property or equipment or other tangible property with respect to obligations in excess of $25,000; (q) Except for agreements to provide maintenance, upgrades, bug fixes, error corrections or similar work product that are ordinary and customary for the software industry and that are related to the Seller products which have been delivered as of the date hereof, any agreement that requires Seller to deliver, or undertake the development of, any new product, customized product, substantial upgrade, new version or similar work product where such delivery or development requires Seller to utilize substantial personnel or financial resources; and (r) any other material agreement whether or not made in the ordinary course of business. True and complete copies of all the contracts and other agreements (and all amendments, waivers or other modifications thereto) set forth on the Seller Disclosure Schedule have been furnished to BEA. Each of such contracts is valid, subsisting, in full force and effect, binding upon Seller, and to the best knowledge of Seller, binding upon the other parties thereto in accordance with their terms, and Seller is not in default under any of them, nor, to the best knowledge of Seller, 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, except, in each case, such defaults as would not, individually or in the aggregate, have a material adverse effect on the Seller.

  • Contracts and Other Collateral The Company shall perform all of its obligations under or with respect to each instrument, receivable, contract and other intangible included in the Pledged Property to which the Company is now or hereafter will be party on a timely basis and in the manner therein required, including, without limitation, this Agreement.

  • Contracts and Other Commitments The Company does not have and is not bound by any contract, agreement, lease, commitment, or proposed transaction, judgment, order, writ or decree, written or oral, absolute or contingent, other than (i) contracts for the purchase of supplies and services that were entered into in the ordinary course of business and that do not involve more than $100,000 and do not extend for more than one year beyond the date hereof, (ii) sales contracts entered into in the ordinary course of business, and (iii) contracts terminable at will by the Company on no more than thirty (30) days’ notice without cost or liability to the Company and that do not involve any employment or consulting arrangement and are not material to the conduct of the Company’s business. For the purpose of this paragraph, employment and consulting contracts and contracts with labor unions, and license agreements and any other agreements relating to the Company’s acquisition or disposition of patent, copyright, trade secret or other proprietary rights or technology (other than standard end-user license agreements) shall not be considered to be contracts entered into in the ordinary course of business.

  • Agreements and Other Documents 29 3.23 Solvency.......................................................................................30 3.24

  • Documents and Other Materials I will keep and maintain adequate and current records of all Proprietary Information and Company-Related Developments developed by me during my employment, which records will be available to and remain the sole property of the Company at all times. All files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, whether created by me or others, which come into my custody or possession, are the exclusive property of the Company to be used by me only in the performance of my duties for the Company. Any property situated on the Company’s premises and owned by the Company, including without limitation computers, disks and other storage media, filing cabinets or other work areas, is subject to inspection by the Company at any time with or without notice. In the event of the termination of my employment for any reason, I will deliver to the Company all files, letters, notes, memoranda, reports, records, data, sketches, drawings, notebooks, layouts, charts, quotations and proposals, specification sheets, program listings, blueprints, models, prototypes, or other written, photographic or other tangible material containing Proprietary Information, and other materials of any nature pertaining to the Proprietary Information of the Company and to my work, and will not take or keep in my possession any of the foregoing or any copies.

  • Utilities and Other Services 4.4.1 The Tenant shall arrange, at its own cost and expense, for the installation, connection and supply of all utilities and any other services required by it at or in relation to the Premises. 4.4.2 The Tenant shall pay to the suppliers, and indemnify the Landlord against, all charges for the installation, connection and supply of all utilities and any other services consumed or used at or in relation to the Premises and the Tenant shall comply with the requirements and regulations of the respective suppliers. Tenant to initial 4.4.3 For the purposes of this Clause 4.4, the term “utilities” shall include water, electricity, telecommunications network, gas and any water-borne sewerage systems.

  • Audits, Inspections, Visits and Other Duties FIIOC and FSC shall make available during regular business hours all records and other data created and maintained pursuant to this Contract for reasonable audit and inspection by the Trust, any agent or person designated by the Trust, or any regulatory agency having authority over the Trust. Upon reasonable notice by the Trust, FIIOC and FSC shall make available during regular business hours its facilities and premises employed in connection with its performance of this Contract for reasonable visits by the Trust, any agent or person designated by the Trust, or any regulatory agency having authority over the Trust. FSC shall also inform any agent or person designated by the Trust of the existence and results of any audit, inspection or visit by any regulatory agency having authority over the Trust. FSC shall help facilitate periodic reviews by the Fund’s independent auditors (e.g., SOC 1 reports). FSC shall also maintain a continuing awareness of significant emerging regulatory and legislative developments that may affect the Fund and adopt additional procedures for compliance with regulations if necessary. FSC shall consult with independent accountants, legal counsel, officers of the Fund, and the Fund Treasurer’s Office in establishing such policies.

  • Transfers and Other Liens Grantors shall not (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except as expressly permitted by the Credit Agreement, or (ii) create or permit to exist any Lien upon or with respect to any of the Collateral of any Grantor, except for Permitted Liens. The inclusion of Proceeds in the Collateral shall not be deemed to constitute Agent’s consent to any sale or other disposition of any of the Collateral except as expressly permitted in this Agreement or the other Loan Documents;

  • VERIFICATION OF LICENSES, CREDENTIALS AND OTHER DOCUMENTS CONTRACTOR shall submit to LEA a staff list, and copies of all current licenses, credentials, certifications, permits and/or other documents which entitle the holder to provide special education and/or related services by individuals employed, contracted, and/or otherwise hired or sub-contracted by CONTRACTOR. CONTRACTOR shall ensure that all licenses, credentials, permits or other documents are on file at the office of the County Superintendent of Schools. CONTRACTOR shall provide the LEA with the verified dates of fingerprint clearance, Department of Justice clearance and Tuberculosis Test clearance for all employees, approved subcontractors and/or volunteers prior to such individuals starting to work with any student. CONTRACTOR shall monitor the status of licenses, credentials, certifications, permits and/or other documents for all individuals employed, contracted, and/or otherwise hired by CONTRACTOR. CONTRACTOR shall notify LEA and CDE in writing within forty-five (45) days when personnel changes occur which may affect the provision of special education and/or related services to LEA students. CONTRACTOR shall notify LEA within forty-five (45) days if any such licenses, certifications or waivers are expired, suspended, revoked, rescinded, challenged pursuant to an administrative or legal complaint or lawsuit, or otherwise nullified during the effective period of this Master Contract. The LEA shall not be obligated to pay for any services provided by a person whose such licenses, certifications or waivers are expired, suspended, revoked, rescinded, or otherwise nullified during the period which such person is providing services under this Master Contract. Failure to notify the LEA and CDE of any changes in credentialing/licensed staff may result in suspension or revocation of CDE certification and/or suspension or termination of this Master Contract by the LEA.

  • Indebtedness and Other Contracts Neither the Company nor any of its Subsidiaries, (i) except as disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which, or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses and which, individually or in the aggregate, do not or could not have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including, without limitation, “capital leases” in accordance with GAAP) (other than trade payables entered into in the ordinary course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations under any leasing or similar arrangement which, in connection with GAAP, consistently applied for the periods covered thereby, is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (A) through (G) above; and (y) “Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto.

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