Contracts and Other Documents. The President or the Treasurer, or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.
Contracts and Other Documents. The Chief Executive ----------------------------- Officer, Chairman or Chief Operating Officer, or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority in the premises by the Board of Directors during the intervals between the meetings of the Board of Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.
Contracts and Other Documents. Attached hereto as Schedule 3.11 is a complete schedule listing all documents to which the Purchaser is a party or under which it has any liability in excess of $5,000 per annum. All such contracts, documents and agreements listed on Schedule 3.11 are valid and enforceable and accurate and complete copies of such contracts, documents and agreements (or, with the consent of the Selling Shareholders forms thereof) as have been requested by the Selling Shareholders have been provided to the Selling Shareholders. Except as disclosed on Schedule 3.11 hereof, the Purchaser is not or will not be, merely with the passage of time, in default under any such contract, including those listed on Schedule 3.11. Except as specified on Schedule 3.11, there is no requirement for any contract or agreement to which the Purchaser is a party to be novated or to have the consent of the other contracting party in order for the contract or agreement to be valid, effective and enforceable by the Purchaser after the Closing as it was immediately prior thereto.
Contracts and Other Documents. Attached hereto as Schedule 4.10 is a complete schedule listing of all documents to which the Company is a party or under which it has any liability. All such contracts, documents and agreements listed on Schedule 4.10 are valid and enforceable and accurate and complete copies of such contracts, documents and agreements (or, with the consent of the Purchaser, forms thereof) as have been requested by the Purchaser have been provided to the Purchaser. Except as disclosed on Schedule 4.10 hereof, the Company is not or will not be, merely with the passage of time, in default under any such contract, including those listed on Schedule 4.10. Except as specified on Schedule 4.10, there is no requirement for any contract or agreement to which the Company is a party to be novated or to have the consent of the other contracting party in order for the contract or agreement to be valid, effective and enforceable by the Company after the Closing as it was immediately prior thereto.
Contracts and Other Documents. Section 3.1 (g) of the Seller Disclosure Memorandum sets forth a list of all Contracts to which Seller is a party (other than real property Leases, which are described in Section 3.1(f)) which include: (i) Contracts providing for payment or receipt of more than $5,000; (ii) Contracts granting, or consenting to the existence of, any Lien on or in any of the Transferred Assets in favor of any Person; (iii) Collective bargaining arrangements or other Contracts with any labor union; (iv) Contracts relating to the borrowing of money or the incurrence of any indebtedness for borrowed money, or the issuance of any letter of credit, or the guaranty of another Person's indebtedness, or Contracts of suretyship or relating to the repurchase of any goods or assets of any other Person; (v) Contracts granting to any Person a right of first refusal, first offer, option or similar preferential right to purchase or acquire any of its properties, assets or securities; (vi) Contracts limiting, restricting or prohibiting Seller from conducting any business anywhere in the United States of America or elsewhere in the world; (vii) joint venture or partnership agreements or other similar Contracts; (viii) Contracts of employment or for the retention of consultants or advisors or the furnishing of similar services by any third party; (ix) Contracts which indemnify any other Person or which are in the nature of a severance agreement or which would otherwise entitle any Person not a party to this Agreement to receive a payment based upon the consummation of the transactions contemplated hereby; or (x) any other Contract which is material to the operation of Seller or any of the Transferred Assets (the foregoing Contracts referred to as "MATERIAL CONTRACTS"). No default by Seller or any other party exists, or has been claimed or alleged by any Person, with respect to any Material Contract, and no event has occurred that, with notice or lapse of time or both, would constitute a default under any Material Contract. Other than as set forth on Seller's Disclosure Memorandum, no consent, approval, claim, authorization or waiver from, or notice to, any Governmental Authority or other Person is required in order to maintain in full force and effect any of the Contracts to which Seller is a party. Consents for assignment of all Materials Contracts have been obtained by Seller, and copies thereof have been given to Buyer.
Contracts and Other Documents. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation and such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. Except as provided in Article I Section 16 of these Bylaws, any document, including, without limitation, any consent, agreement, certificate or instrument, required by the Act, the Restated Articles or these Bylaws to be executed by any officer, director, stockholder, employee or agent of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law. All other contracts, agreements, certificates or instruments to be executed on behalf of the Corporation may be executed using a facsimile or other form of electronic signature to the fullest extent permitted by applicable law.
Contracts and Other Documents. Schedule 1.1(e) sets forth a complete listing or description of all Contracts (excluding from such listing or descriptions (i) purchaser orders of merchandise ordered in the ordinary course of business and (ii) contracts which do not involve payment or receipt of more than $10,000) to which Seller is a party in connection with the Business. Each of the Contracts is valid, binding and enforceable in accordance with its terms, and is in full force and effect; there are no existing defaults on the part of Seller or, to the best of Seller's Knowledge, any other party, under any Contract, and no event of default under any such Contract has occurred and is continuing which (whether with or without the giving of notice, lapse of time or both, or the happening of any other event) would constitute a default under such Contract; each such Contract will, subject to obtaining any applicable consent continue to be in full force and effect on the same terms and conditions without the need for any action on the part of Buyer except for Buyer's performance of the Assumed Obligations; to the best of Seller's Knowledge, each such Contract reflects the complete understanding among the parties thereto; and complete copies of each such Contract including all amendments thereto, have been delivered to Buyer at or prior to the date hereof. Seller's interest in each of the Contracts is free and clear of all Liens (other than any created by Buyer). Except for those Contracts which are listed on Schedule 1.1(e), or which have been entered into by Seller in the ordinary course of business and do not involve payment or receipt of more than $10,000, Seller is not a party to any Contract or similar document. Neither Seller nor, to the best of Seller's Knowledge, any other party is in default under any Contract.
Contracts and Other Documents. As of the Closing Date, Uniroyal-CA is not a party to or bound by any Contract, Lease or similar document relating exclusively to the Business other than those Contracts identified on Schedule 4.1(f), those Leases identified on Schedule 4.1(e), or those agreements which have been entered into by Uniroyal-CA in the ordinary course of business and consistent with past practices and do not involve payment or receipt of more than FIFTY THOUSAND CANADIAN DOLLARS (CDN$50,000) (collectively, the "Contract Rights"). As of the Closing Date, Uniroyal-CA has not received notice of any default, and to Uniroyal-CA's Knowledge as of the Effective Date and as of the Closing Date, Uniroyal-CA is not in default under any Contract, Lease or other instrument to which Uniroyal-CA is a party or by which it is bound relating exclusively to the Business. Immediately after the Closing, other than the Contract Rights, the Partnership will not be a party to or bound by any contract relating exclusively to the Business, including without limitation those contracts of the type described below:
(i) Any employment or consulting agreement with an employee or former employee that is not terminable upon reasonable notice to the employee by the Partnership (other than any agreement for the employment of any such employee or former employee implied in Law);
(ii) Any collective bargaining agreement with any labour union;
(iii) Any agreement for capital expenditures or the acquisition or construction of fixed assets in excess of ONE HUNDRED THOUSAND CANADIAN DOLLARS (CDN$100,000), other than in the ordinary course of business and consistent with past practices;
(iv) Any agreement or purchase order in excess of ONE HUNDRED THOUSAND CANADIAN DOLLARS (CDN$100,000) for the purchase, maintenance or acquisition, or the sale or furnishing, of materials, supplies, merchandise, equipment or other property or services; other than in the ordinary course of the Business and consistent with past practices of the Business;
(v) Any agreement granting to any person a first-refusal, first-offer or similar preferential right to purchase or acquire any Contributed Asset;
(vi) Any license or royalty agreement other than licenses or royalty agreements granted or received in the ordinary course of the Business;
(vii) Any indenture, mortgage, loan or credit agreement under which Uniroyal- CA has borrowed any money or issued any note, bond, indenture or other evidence of indebtedness for money borrowed by Uniroyal-C...
Contracts and Other Documents. 10 (k) Labor Difficulties.................................12 (l) Employees..........................................12 (m) Licenses and Permits...............................12 (n)
Contracts and Other Documents. Schedule 3.1(j) contains a complete and accurate list of all material Contracts, oral or written, to which the Company is a party to, including, without limitation, security agreements, conditional sales agreements, instruments relating to the borrowing of money, and broker or distributorship agreements; provided, however, that Schedule 3.1(j) need not include: (i) purchase orders received by the Company in the Ordinary Course of Business from its Customers; (ii) purchase orders issued by the Company in the Ordinary Course of its Business to its suppliers and subcontractors involving less than US $10,000 individually and US $25,000 in the aggregate; or (iii) other Contracts involving less than US $25,000. Except as set forth on such Schedule 3.1(j), all Contracts set forth in such Schedule are valid, binding and enforceable in accordance with their terms against each party thereto, are in full force and effect, the Company has performed all material obligations imposed upon it thereunder, and neither the Company nor any other party thereto is in default thereunder, nor is there any event which with notice or lapse of time, or both, would constitute a default thereunder. True and complete copies of each such Contract have been heretofore delivered to the Company. Except as specifically set forth on such Schedule 3.1(j), the Company has no:
(A) agreements, Contracts, commitments or restrictions requiring the Company to make any charitable contribution;
(B) purchase Contracts or commitments of the Company that continue for a period of more than 12 months or are in excess of the Ordinary Course of Business;
(C) Contracts with managers, members or equity owners;
(D) Employment agreements, whether express or implied, or any other agreement for services that contains any severance or termination pay Liabilities or obligations, other than provided by applicable law as reflected on Schedule 3.1(j);
(E) restrictions by agreement from undertaking business anywhere in the world, or restrictions by agreement from providing services to any Customer or potential Customer;
(F) Liabilities or obligations with respect to the return of inventory or merchandise other than on account of defective conditions, incorrect quantities or missed delivery dates;
(G) debt obligations for borrowed money, including guarantees of or agreements to acquire any such debt obligations of others in excess of US $25,000;
(H) loans outstanding to any Person other than expense advances to employee...
